Exhibit 10.1


 


October 25, 2021


 


SG Blocks, Inc.


195 Montague Street, 14th Floor


Brooklyn, NY 11201


Attention: Paul Galvin


Chairman and Chief Executive Officer


 


Dear Mr. Galvin:


 


This letter (the “Agreement”)
constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (“A.G.P.” or the “Placement
Agent”), and SG Blocks, Inc., a company organized under the laws of the state of Delaware (the “Company”),
that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of (i) shares of common stock, par value, $0.01 per share (the “Shares”),
(ii) Series A warrants to purchase three-fifths of one share of common stock (“Warrants”) and (iii) Pre-Funded warrants
to purchase one share of common stock (the “Pre-Funded Warrants” and together with the Warrants, the “Warrants”).
The Warrants will be immediately exercisable and terminate five years following issuance and are
exercisable at an exercise price of $4.80 per share, subject to adjustment as set forth therein. The Pre-Funded Warrants will be immediately
exercisable and will expire when exercised in full and are exercisable at an exercise price
of $0.001 per share, subject to adjustment as set forth therein. The Shares, Warrants and the shares of common stock issuable upon
exercise of the Warrants are collectively referred to as the “Securities”). The Securities actually placed by the Placement
Agent are referred to herein as the “Placement Agent Securities.” The Shares and the Pre-Funded Warrants shall be offered
and sold under the Company’s registration statement on Form S-3 (File No. 333-228882) (the “Registration Statement”),
and the Warrants shall be offered and sold in reliance upon exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder. The documents executed and delivered by the Company and the Purchasers
(as defined below), as applicable, in connection with the Placement, including, without limitation, a securities purchase agreement (the
“Purchase Agreement”) and Warrant certificates, shall be collectively referred to herein as the “Transaction
Documents.”


 


The Shares, Pre-Funded Warrants
and Warrants shall be sold to the Purchasers for a purchase price of $3.65 per Share and Warrant or $3.649per Pre-Funded Warrant and Warrant.
The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the
Placement.


 


The terms of the Placement
shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein shall imply that the Placement Agent would have the power or
authority to bind the Company or any Purchaser, or shall imply that the Company has an obligation to issue any Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the
Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent
with respect to securing any other financing on behalf of the Company. Certain affiliates of the Placement Agent may participate in the
Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser will be evidenced
by the Purchase Agreement between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any
Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.


 






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SECTION 1. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties and
covenants (together with any related disclosure schedules thereto) made by the Company to the Purchasers
in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though
fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement
Agent. In addition to the foregoing, the Company represents and warrants that, to its knowledge, there are no affiliations with any FINRA
member firm participating in the Placement among the Company’s officers, directors or, to the Company’s knowledge, any five
percent (5.0%) or greater stockholder of the Company.


 


B. Covenants of the Company.
The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants for a period of at
least two (2) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement Agent Securities for a period
of two (2) years after the Closing Date.


 


SECTION 2. REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of the Financial Industry
Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America,
applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly
existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations
under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections
(i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in
compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3. COMPENSATION.


 


A. Cash Fees. In consideration
of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees a total cash fee
equal to seven percent (7.0%) of gross proceeds from the Placement of the total amount of Placement Agent Securities sold by the Placement
Agent. In addition, the Company shall pay the Placement Agent a non-accountable expense allowance of one-half percent (0.5%) of gross
proceeds from the Placement of the total amount of Placement Agent Securities sold by the Placement Agent. A.G.P. reserves the right to
reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA
to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


SECTION 4. EXPENSES.
The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder
and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance,
delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar
and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of
the Placement Agent Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants
and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus
and the Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’
fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification
or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities
laws of any other country; and (vii) the fees and expenses associated with including the Shares on the Trading Market. Notwithstanding
the foregoing, any advance received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(g)(4)(A). The Company’s obligations to reimburse the Placement Agent for any out-of-pocket expenses actually
incurred including the fees and disbursements of A.G.P.’s counsel, shall not exceed $50,000 in the aggregate. The Placement Agent
may deduct from the net proceeds of the offering payable to the Company on the Closing Date, the expenses set forth herein to be paid
by the Company to the Placement Agent. In the event that this Agreement shall not be carried out for any reason whatsoever, within the
time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent
their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable and upon demand
the Company shall pay the full amount thereof to the Placement Agent; provided, however, that such expense payment in no
way limits or impairs the indemnification and contribution provisions of this Agreement.


 






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SECTION 5. INDEMNIFICATION.


 


A. To the extent permitted
by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders,
directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent
that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to
appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence
in performing the services described herein.


 


B. Promptly after receipt
by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent
is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such claim or of the commencement
of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,
except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company
so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel
reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,
the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such
action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional
responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements
of no more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the
right to settle the claim or proceeding, provided that the Company will not settle any such claim, action or proceeding without the prior
written consent of the Placement Agent, which will not be unreasonably withheld.


 


C. The Company agrees to notify
the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding
relating to a transaction contemplated by this Agreement.


 






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D. If for any reason the foregoing
indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute
to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as
is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other,
but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims,
damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,
claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending
any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the liable Placement Agent’s share of
the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under
this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 


E. These indemnification provisions
shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the
termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party
under this Agreement or otherwise.


 


SECTION 6. COMPANY
LOCK-UP AGREEMENTS.


 


A. Restriction on Sales
of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the
Purchaser, which consent may be provided or withheld for any reason in Purchaser’s sole discretion, it will not, for a period beginning
on the date of this Agreement and ending on the date that is the 90th day after the Closing Date (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of
the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or
cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering
of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company,
whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock
of the Company or such other securities, in cash or otherwise.


 


The restrictions contained
in this Section 6(a) (collectively, the “Restrictions”) shall not apply to (i) the Securities, (ii) the issuance by
the Company of securities of the Company pursuant to any documents, agreements or securities existing or outstanding as of the Closing
Date, provided that such existing or outstanding documents, agreements or securities have not been amended since the date of this Agreement
to increase the number of securities or to decrease the exercise price, exchange price or conversion price of securities (other than in
connection with stock splits or combinations or otherwise in accordance with their terms at the time of the Closing Date) or to extend
the term of such documents, agreements or securities, (iii) the issuance by the Company of any securities of the Company under any equity
compensation plan of the Company for services rendered to the Company; (iv) the issuance of shares of Common Stock issued by reason of
a dividend, stock split, split-up or other distribution on shares of Common Stock, (v) the issuance of shares of Common Stock or Common
Stock Equivalents issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt
financing, equipment leasing or real property leasing transaction, (vi) shares of Common Stock or Common Stock Equivalents issued to suppliers
or third party service providers in connection with the provision of goods or services or (vii) the issuance of any securities of the
Company in connection with a merger, joint venture, licensing arrangement or any other similar non-capital raising transaction or strategic
transaction, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided
that in each of (ii) through (iv) above, the securities shall be restricted from sale during the entire Lock-Up Period.


 






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B. Restriction on Continuous
Offerings. Notwithstanding the restrictions contained in Section 6(a), the Company, on behalf of itself and any successor entity,
agrees that, it will not engage, for a period beginning on the date of this Agreement and ending on the date that is the 90th day after
the date of filing of the Registration Statement as set forth in Section 4.20 of the Purchase Agreement, directly or indirectly in any
“at the market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise
dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company.


 


SECTION 7. ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) October 29, 2021 and (ii) the Closing Date.
The date of termination of this Agreement is referred to herein as the “Termination Date.” In the event, however, in
the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement
Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the
Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold
in the Placement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant to Section 4 hereof. Notwithstanding
anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant
to Section 3 hereof and any reimbursable expenses actually incurred and reimbursable pursuant to Section 4 hereof and the provisions concerning
confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this Agreement. If this
Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 and 4
shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of
the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement
Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION 8. PLACEMENT
AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement
is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.


 


SECTION 9. NO FIDUCIARY
RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not
a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that
the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,
all of which are hereby expressly waived.


 



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SECTION 10. CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to the accuracy,
when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,
except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A. All corporate proceedings
and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement
Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the
Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B. The Placement Agent shall
have received from outside counsels to the Company such counsels’ written opinions with respect to the Placement Agent Securities,
addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.


 


C. The Shares shall be registered
under the Exchange Act and listed on the Trading Market. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Shares from the
Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


D. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,
as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially
and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any
federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale
of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of
the Company.


 


E. The Company shall have
entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements shall be in full force
and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.


 


F. FINRA shall have raised
no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested
by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA
Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection
therewith.


 


G. No stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange
and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by
any securities commission, securities regulatory authority or stock exchange; and all requests for additional information on the part
of the Commission shall have been complied with.


 



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H. Reserved.


 


I. Officers’ Certificate.
The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date, signed by the
Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be satisfied that,
the signers of such certificate have reviewed the Registration Statement, the documents incorporated by reference therein (the “Incorporated
Documents”), any Prospectus Supplement, and this Agreement and to the further effect that:



 


(i) The representations and
warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;


 


(ii) No stop order suspending
the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement has been issued and no
proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities
Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has
been issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for
that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities
regulatory authority or stock exchange in the United States;


 


(iii) When the Registration
Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the Registration
Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission, and any Prospectus
Supplement, contained or incorporated by reference, all material information required to be included therein by the Securities Act and
the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus Supplement, did not and
do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the
preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since
the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations
of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 


(iv) Subsequent to the respective
dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus Supplement, there
has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the subsidiaries taken as a whole,
except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the
Company and the subsidiaries taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary
course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock
options or warrants) or outstanding indebtedness of the Company or any subsidiary; (e) any dividend or distribution of any kind declared,
paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or
any subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 


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


 






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If any of the conditions specified
in this Section 10 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder
may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the
Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION 11. GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements
made and to be performed entirely in such State, without regard to principles of conflicts of law. This Agreement may not be assigned
by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising
under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought
into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid
courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by delivering a copy thereof via 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 manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


SECTION 12. ENTIRE
AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be
invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except
by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements and covenants contained
herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities. This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall
create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 13. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address
specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day
after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on
a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following
the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION 14. Press
Announcements. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its
website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that the foregoing
correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By: 	/s/
    Thomas Higgins                    
	 	 	Name: 
	 	 	Title: 
	 	 
	 	Address for notice:
	 	
    590 Madison Avenue 36th Floor

    New York, New York 10022

    Attn: Thomas Higgins

    Email: thiggins@allianceg.com



 


	
    Accepted and Agreed to as of the date first written above: 
	 
	 	 
	
    SG BLOCKS, INC. 
	 
	 	 
	By:	/s/ Paul Galvin	 
	 	Name: Paul Galvin	 
	 	Title: Chief Executive Officer	 
	 	 
	Address for notice:	 
	195 Montague Street, 14th Floor	 
	Brooklyn, NY 11201	 
	Attention: Paul Galvin	 
	
    Chairman and Chief Executive Officer

    Email: [*****]
	



 


 


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