Exhibit 10.2


 


TERMINATION OF EXCLUSIVE LICENSE AGREEMENT


 


THIS TERMINATION OF EXCLUSIVE
LICENSE AGREEMENT (this “Agreement”), is entered into and effective as of June 15, 2021 (the “Effective
Date”), by and between SG BLOCKS, INC., a Delaware corporation (“Licensor”) and CPF
GP 2019-1, LLC, a Delaware limited liability company (“Licensee”). The Licensor and the Licensee are referred
to herein individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, Licensor and
Licensee are parties to that certain Exclusive License Agreement, dated October 3, 2019, as amended by that certain Amendment No. 1 to
Exclusive License Agreement, dated October 17, 2019 (collectively, the “License Agreement”);


 


WHEREAS, Licensor and
Licensee, together with Capital Plus Financial, LLC, a Texas limited liability company, are parties to that certain Settlement and Mutual
Release Agreement, dated as of even date herewith (the “Settlement Agreement”), pursuant to which Licensor and
Licensee have agreed to a final settlement (the “Settlement”) of certain disputes that exist between Licensor
and Licensee regarding the License Agreement;


 


WHEREAS, pursuant to
the Settlement Agreement, and in furtherance of the Settlement, Licensor and Licensee have agreed to execute and deliver this Agreement
in order to terminate the License Agreement; and


 


WHEREAS, the Licensor
and Licensee mutually desire to terminate the License Agreement subject to the terms and conditions of this Agreement.


 


NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements set forth in this Agreement, the Settlement Agreement, the Assignment
Agreement (as defined in the Settlement Agreement), and the Letter Agreement (as defined in the Settlement Agreement), and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties, intending to be legally
bound, hereby agree as follows:


 


1. CAPITALIZED
TERM. Any capitalized term used in this Agreement but not defined in this Agreement shall have the meaning ascribed to such term in
the Settlement Agreement, and, if such term is not defined in the Settlement Agreement, such term shall have the meaning ascribed to such
term in the License Agreement.


 


2. TERMINATION
OF LICENSE AGREEMENT. The License Agreement is hereby terminated effective as of the Effective Date, and, as of the Effective Date,
is of no further force or effect. Neither the Licensor nor Licensee shall have any further, additional, or continuing rights, obligations,
responsibilities, or duties with respect to the License Agreement, including, without limitation, any obligations for the payment of any
Royalty, fees, or other amounts.


 


3.
 ACKNOWLEDGMENT. Licensor and Licensee hereby acknowledge and agree that as of the Effective
Date, no further payments (with respect to any Royalty or otherwise) will be due or owing from the Licensee to the Licensor under the
License Agreement. In lieu of any payments which may have been due or owing from Licensee to Licensor under the License Agreement, the
Licensor has agreed to accept the assignment of the Redemption Consideration pursuant to the Assignment Agreement (as defined in the Settlement
Agreement) in full and complete satisfaction thereof.


 


4. BINDING
EFFECT. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted
assigns.


 






    


     


    

 


5. ENTIRE
AGREEMENT. This Agreement, together with the Settlement Agreement, Assignment Agreement (as defined in the Settlement Agreement),
Redemption Agreement Amendment (as defined in the Settlement Agreement), and Letter Agreement (as defined in the Settlement Agreement),
constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and supersede
all prior agreements and understandings (whether written or oral) relating to the subject matter hereof or thereof, and there are no agreements,
understandings, warranties, representations, or covenants of the Parties hereof or thereof other than those set forth in this Agreement,
the Settlement Agreement, the Assignment Agreement (as defined in the Settlement Agreement), the Redemption Agreement Amendment (as defined
in the Settlement Agreement), or the Letter Agreement (as defined in the Settlement Agreement).


 


6. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to conflict of laws principles.


 


7.FURTHER ASSURANCES; NECESSARY ACTIONS.
The Parties agree to sign, execute, and deliver, or cause to be signed, executed, and delivered, and to do or make, or cause to be done
and made, upon the written request of the other Party, any and all agreements, instruments, papers, documents, waivers, acts, or things,
supplemental, confirming, or otherwise, as may be reasonable requested to effect the purpose and intent of this Agreement. 


 


8. SEVERABILITY.
If any term or provision of this Agreement or the application thereof under certain circumstances is declared invalid, illegal, or unenforceable
by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of
this Agreement or any other application thereof.


 


9. HEADINGS
AND CAPTIONS. The headings and captions set forth in this Agreement are for convenience and reference only and shall not be used in
interpreting or construing this Agreement.


 


10. RECITALS.
The recitals to this Agreement are incorporated in, and made a part of, this Agreement.


 


11. COUNTERPARTS;
FACSIMILE EXECUTION. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including,
..pdf), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall
be valid and effective for all purposes.


 


[Signatures appear on the following pages]


 


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IN WITNESS WHEREOF,
the Parties have mutually executed and delivered this Agreement as of the Effective Date.


 


	 	LICENSOR:
	 	 
	 	SG BLOCKS, INC.
	 	 
	 	By:	 /s/ Paul Galvin
	 	Name: 	  Paul Galvin
	 	Title:	 Chairman and CEO



 


	 	LICENSEE:  
	 	 
	 	CPF GP 2019-1 LLC
	 	 
	 	By:	 /s/ Greg Jacobson
	 	Name: 	  Greg Jacobson
	 	Title:	 Manager



 


 


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