Exhibit 10.4


 


December 2, 2022


 


Paul Galvin, CEO


SGB Development Corp.


5011 Gate Parkway Building 100, Suite 100


Jacksonville, FL  32256


 


	Re:	Proposal for fabrication for an approximately
800 Multifamily Market Rate Rental units, equal to approximately 800,000 SQFT of new modular buildings (the “Project”) to
be located at Magnolia Gardens, McLean Ave, Durant, OK.



 


Fabrication
Agreement (quote) 


 


Dear Mr. Galvin,


 


In accordance with your request, SG Echo, LLC
(“SG ECHO”) is pleased to submit the following Modular Building Systems Services Proposal for the above referenced project
with SGB DEVELOPMENT CORP. (“Client”). Once executed by both parties, this proposal
shall constitute an agreement between Client and SG ECHO (the “Agreement”).


 


SCOPE OF WORK


 


Client is engaging SG ECHO to procure and fabricate
Multi-family Market Rate Rental modular buildings.


 


The proposed structure(s) for this Project will
be SCOPE OF PROJECT as further described in Exhibit A 


 


SG ECHO will perform the services set forth in
Exhibit A (the “Services”) in connection with this Project with reasonable care and skill, efficiently and within
time frames as set out in and in accordance with Exhibit A, the terms of this Agreement and applicable laws. Client will provide
SG Echo with all design and engineering shall be performed by properly licensed persons or entities as required by local laws. Any change
in the details of Exhibit A shall require a written change order. Either Party may submit an amended Exhibit A to the other Party
for consideration at any time. The amended Exhibit A shall detail the requested changes to the applicable task, responsibility,
budget, timeline or other matters.


 


EXCLUSIONS


 


Only the items specifically mentioned in Exhibit
A are included under this proposal. Please see the attached Exhibit B for those services expressly excluded from
this proposal.


 






     


     


    

 


CLIENT’S RESPONSIBILITIES 


 


		●	Pay all Application Fees and Permits other
than third party inspections for the Modular buildings only.



 


		●	Any changes or delays that may be required by the city of Durant during
the visual inspection process and drawing approval and any changes requested by the Client, will affect both cost and schedule. 



 


COMPENSATION AND PAYMENT


 


Exhibit A includes a cost for the
Building and compensation for SG ECHO’s Services. This is a Quote for the fabrication of the buildings per Exhibit A. 


 


Reimbursable expenses such as printing, copying,
mailing fees, special delivery fees, travel and mileage will be charged separately based on the actual cost of expenses incurred, plus
an administrative fee equal to 15% of the actual cost of the expense. Any expenses in excess of $2,000.00 must be pre-approved
in writing by Client.


 


Unless a different payment schedule is agreed
to in Exhibit A or in a particular Purchase Order, SG ECHO will invoice for Services monthly based on the percentage of
Services completed. All billed modules shall be previously inspected and approved by third party inspector. Payment is due within fifteen
(15) days of Client’s receipt of SG ECHO’s invoice.


 


ADDITIONAL SERVICES


 


If any additional services are required or requested
by Client, SG ECHO will provide Client with separate proposals to provide such services on a lump sum fee basis or on a time and expense
basis at SG ECHO’s and its consultants and contractors then-current hourly rates plus reimbursable expenses as permitted under this
Agreement. Rates may be updated from time to time in accordance with SG ECHO’s usual rate-setting practices.


 


WARRANTY


 


Exhibit E attached Limited Building Manufacturer’s
Warranty


 


SUBCONTRACTORS AND SUBCONSULTANTS


 


Client acknowledges that SG ECHO intends to retain
certain contractors and consultants to perform certain of the services required for this project. SG Echo acknowledges that Client intends
to retain certain contractors and consultants to perform certain of the services required for this project. SG ECHO and Client shall each
be responsible for, and shall hold the other harmless from, the acts or omissions of their respective contractors and consultants.


 






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GENERAL TERMS AND CONDITIONS OF CONTRACT


 


The Agreement and each Purchase Order and Project
are subject to Client securing third party financing for the Project and to SG ECHO’s standard terms and conditions, which are attached
as Exhibit D. 


 


If the terms and conditions of this proposal
meet with your approval, please forward authorization to proceed by executing below.


 


We thank you for your time and consideration and
look forward to working with you on this project. If you have any questions or require any additional information, please feel free to
call.


 


Very truly yours,


 


	/s/ William Rogers	 	 
	William Rogers	 
	Chief Operations Officer, SG Echo	 


 


[SIGNATURE ON FOLLOWING PAGE]


 






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CLIENT AUTHORIZATION TO PROCEED:


 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized representatives, on the date and year first above written.


 


Project:


 


SGB Development
Magnolia Gardens Apartments 


 


Client: 


Paul Galvin, CEO


SGB Development Corp.


5011 Gate Parkway Building 100, Suite 100


Jacksonville, FL  32256


 


	Signature:	 /s/ Paul Galvin	 
	Printed Name: 	Paul Galvin	 
	Title: CEO	 


 






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Exhibit
A


 


Project Description & Scope of Services


 


PROJECT DESCRIPTION 


 


SG Echo will be , fabricating, delivering, setting and completing the
modular units for the described project on foundations provided by the client. 800 Multi-family Market rate rental units equal to approximately
800,000 SQFT of modular buildings. The design of the project must be approved by the Client before fabrication can be started.


 


The project will be Fabricated in Phases of 100 to 150 units per phase.
Client will determine the schedule of the phasing in its sole discretion.


 


SCOPE OF SERVICES


 


BUILDING DESIGN:


 


These specifications assume this building
to be considered “free standing,” without impact or implication from any other facilities on the existing or adjacent properties
or from insufficient fire lanes or improper setbacks.


 


Design specifications and drawings will
be approved by the client at the Conceptual phase of design, the Developmental phase of the design and the final Construction Documents.


 


Building Code Design Criteria:


 


		1.	SUBJECT BUILDING:
	 	 	 



		●	800 Multi-family Market Rate Rental units with an average apartment size
of 1,000 SQFT pet unit. The units will made up of a mix of One and Two Bedroom units. 



 


General Notes:


 


		●	For the purposes of these Specifications:
	 	 	 



		o	“by others” is defined as “not by SG Echo, its suppliers
or subcontractors.”
	 	 	 



		o	“factory” is defined as “SG Echo, its suppliers or subcontractors.”
	 	 	 



		o	3rd. Party inspections are not included
	 	 	 



		o	Pricing and Schedule subject to change as mutually agreed based on final
specs and drawings.



 






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Foundation:


 


		●	Foundation designs or calculations as required by Local, or State Codes are
by others.
	 	 	 



		●	SG Echo will provide KIP loads, load points,
and a recommended description of attachment method of building to foundations. Final connection details are to be reviewed and approved
by the clients consultants.



 


Notes:


 


		●	Appliances are Included
	 	 	 



		●	Gutters and Downspouts are Included.



 


BUILDING COST AND COMPENSATION


 


The Quote set forth below represents the Fabrication (Quote) of the
building.


 


	Line Items	Sale
	Building Fabrication, Stamps, Reviews, Inspection and buildings, SG Echo will be paid a fee of 15% of the total cost of the project.	 
	 	 
	 	 


 


TERMS


 


Client shall pay SG ECHO per the terms below to design and fabricate
the Magnolia Gardens Apartments project. This amount is due upon receipt of SG ECHO’s invoice.


 


Terms as noted are:


 


	FABRICATION:
	Down payment upon release of project for Fabrication	 	 	30	%
	Stage Payment upon completion of Fabrication / Testing / and 3P Inspection of each unit as it leaves the facility	 	 	65	%
	Final Payment upon completion of installation on site including acceptance of punchlist items, startup of equipment and City of Durant Inspection by Client	 	 	5	%
	 
Total
	 	 	100	%



 


Storage of modules at SG Echo to be $50 each per day past 30 days from
notification of completion unless otherwise approved in writing by Client and SG Echo.


 






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Notwithstanding the foregoing, Client may withhold 10%, as retainage,
from the payment otherwise due, to be reduced to 5% after field install is watertight and 2.5% after all punch list items have been complete.


 


FABRICATION SCHEDULE


 


The estimated date for State or other JHA Approval and fabrication
on the unit is slated by 60 days after documents have been completed and the estimated completion date for fabrication is estimated will
be 180 days after all regulatory approvals have been completed. The estimated dates are based on assumptions that SG Echo have signed
contract and release of funds, document submittal, and state or other JHA licensure approvals for these modules (if required). Subsequent
orders and schedules to be determined at time of order. Completion of fabrication will be driven by long lead items which can be delayed
to current supply chain issues.


 


TERMS AND ASSUMPTIONS


 


SG ECHO assumes that Client will not make “Major
or Significant” changes to the building template set forth herein. Furthermore, we assume that local, state, and federal reviewing
agencies will not require “Major or Significant” revisions to the building design. Should “Major or Significant”
revisions be required or requested by local, state, and federal reviewing agencies, invoices for additional services will be submitted
for review and acceptance by Client and time schedules shall be adjusted as mutually agreed. Fabrication and installation will proceed
once the parties reach agreement with respect to invoicing and payment concerning Major of Significant changes.


 


SG ECHO will complete all necessary applications as required for the
completion of the Services included herein. All application fees shall be paid by Client. All general printing, reproduction, and delivery
services necessary for the Services will be invoiced based on actual expenses incurred.


 


Any fees incurred from the submission of local, state, or federal permits
will be the responsibility of the Client.


 


	 	SGB Development
	 	 
	 	Signature:
	 	Name:  	Paul Galvin
	 	Title: 	CEO



 






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	SG Echo, LLC	 
	 	 
	Signature: 	 
	Name:  	William Rogers 	 
	Title: 	Chief Operations Officer 	 



 


SG Echo, LLC


 


Signature: 

Name: William Rogers 

Title: Chief Operations Officer 


 


End of Exhibit A


 






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Exhibit B


 


Exclusions


 


Only the items specifically documented in Exhibit A are
included under this proposal. This proposal does not include the following services, which may or may not be required for the project:


 


		●	Any
                                            Survey Services 
	 	 	 



		●	Department of Environmental Protection or Army Corp Permits
	 	 	 



		●	Wetland Investigation or Mitigation
	 	 	 



		●	NPDES Permit or Equivalent Permits 
	 	 	 



		●	Full Sewage Facilities Planning Module
	 	 	 



		●	Geotechnical Investigation or Report
	 	 	 



		●	Any Traffic Engineering Services
	 	 	 



		●	Off-site or onsite Utility Design
	 	 	 



		●	Electrical Conduit Design for Site Lighting which is not integral and part
of the module
	 	 	 



		●	All Application and Permit Fees
	 	 	 



		●	Zoning Variances or Modifications



 


		●	Landscape Designs



 


		●	Lighting Designs 



 


		●	Attend Any Meetings



 


		●	Retaining Wall Design 



 


SG ECHO is not responsible for Client supplied or installed items as
noted above.


 


End of Exhibit B


 






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Exhibit D


 


General Terms and Conditions of Contract


 


The following terms and conditions apply to this Agreement and each
Purchase Order issued under this Project Agreement:


 


	1.	Schedule. SG ECHO shall provide consulting, procurement, delivery,
and other services as described in SG ECHO’s proposal and as otherwise agreed to by the parties. SG ECHO shall render such
services and deliver the required reports and other deliverables in accordance with the preliminary schedule in the proposal and subsequent
schedules and adjustments thereto agreed to by the parties. In the event SG ECHO anticipates at any time that it will not reach
one or more milestones or complete one or more assignments within the prescribed timetable, SG ECHO shall promptly inform the Client and
convey proposed revisions to the schedule that reflect SG ECHO’s best estimates of what can realistically be achieved. Client shall
not unreasonably withhold approval of SG ECHO’s revisions to the schedule. SG ECHO shall be entitled to an extension of time in
the event of delays not caused by SG ECHO or its subconsultants and other causes outside of SG ECHO’s control inclusive of supply
chain, state and city approvals as possible delays.



 


	2.	Ownership of Documents. As between Client and SG ECHO, all right,
title, and interest in and to all instruments of service, programs, systems, data, or materials utilized or produced by SG ECHO in the
performance of services (“Instruments of Services”) shall remain the property of SG ECHO. All right, title, and interest in
and to any programs, systems, data, and materials furnished to SG ECHO by Client are and shall remain the property of Client. SG ECHO
grants to the Client a nonexclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using,
maintaining, altering, and adding to the particular Project for which they were developed, provided that the Client substantially performs
its obligations, including prompt payment of all sums when due, under this Agreement and the particular applicable Purchase Order. Notwithstanding
the foregoing, Client shall not use the Instruments of Services on any other project, or for any other use whatsoever without SG ECHO’s
involvement and consent. 



 


	3.	Owner Information. Client shall provide SG ECHO with information about
each Site and each Project as necessary for SG ECHO to perform its services. Client warrants that it owns (or otherwise may lawfully use)
all right, title, and interest in and to any plans, programs, systems, data, or materials furnished to SG ECHO hereunder. SG ECHO shall
be entitled to rely upon the accuracy and completeness of any information or documents provided by the Client to SG ECHO. SG ECHO shall
be entitled to an appropriate adjustment in compensation and/or an extension of time in the event of any change or errors, omissions,
or inconsistencies in such information or services provided by others.



 


	4.	Intellectual Property and Proprietary Information. SG ECHO represents
that it is the lawful owner or licensee of any software programs or other materials used by SG ECHO in the performance of the services
called for in this Agreement. Client warrants that it owns (or otherwise may lawfully use) all right, title, and interest in and to any
plans, programs, systems, data, or materials furnished to SG ECHO hereunder. Client acknowledges and agrees that SG ECHO trademarks any
and all logos or other indicia used by SG ECHO, belong exclusively to SG ECHO. Client shall not use the SG ECHO trademark or logos, or
any trademark or logo confusingly similar thereto, in any manner without the prior written consent of SG ECHO. SG ECHO shall be allowed
to publish material related to the Projects (other than Confidential Information of Client hereunder) in SG ECHO’s portfolio of
projects, website and/or marketing materials. SG ECHO will be allowed to photograph the completed Projects for inclusion in its portfolio,
website, and marketing materials. Neither party transfers to the other any intellectual property or other licenses, rights, or ownership
in or to any proprietary information or Confidential Information.



 






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	5.	Confidentiality. The parties agree that the following is deemed
                                                                                                 “Confidential Information” under this Agreement: (a) any information, documentation, technical specifications, designs,
                                                                                                 production details and other proprietary technology and information disclosed
from one party to the other in connection with the Projects and/or the Services; and (b) the system SG ECHO employs and its components
and all designs, plans, specifications, drawings, materials and documentation provided by SG ECHO hereunder (collectively, the “SG
Materials”). The receiving party, except as may otherwise be mutually agreed upon in writing; shall: (a) hold the Confidential Information
in confidence, exercising a degree of care not less than the care used by the receiving party to protect its own proprietary or confidential
information that it does not wish to disclose, which in no event shall be less than reasonable care; (b) restrict disclosure of the Confidential
Information solely to those directors, officers, employees, and/or agents/consultants with a need to know, and not disclose it to any
other person without the prior written consent of the disclosing party; (c) advise those persons to whom the Confidential Information
is disclosed of their obligations assumed herein; and (d) use the Confidential Information only for the purpose of providing the Building
and/or the Services or otherwise carrying out the receiving Party’s obligations under this Agreement. The obligations of the receiving
party specified in above shall not apply to any information or materials: (a) that were independently developed by the receiving party
or lawfully received free of restrictions from another source having the right to so furnish the same; or (b) that have become generally
available to the public without breach of this Agreement by the receiving party; or (c) which at the time of disclosure to the receiving
party were known to the receiving party to be free of restrictions as evidenced by documentation in the receiving party’s possession;
or (d) which are disclosed pursuant to the requirement of a governmental agency or any law requiring thereof, or in the course of a litigation,
proceeding, or other legal activity; provided that the receiving party provides the disclosing party with prior written notice of any
such disclosure within a reasonable time in advance so as to allow the disclosing Party to take measures to protect the disclosure of
said Information through a protective order or otherwise. Confidential Information of SG ECHO may only be used by Client in connection
with the applicable Project. Client shall not use SG ECHO Confidential Information for other projects, either directly or through a third
party, unless SG ECHO consents in writing and with appropriate compensation to SG ECHO as determined by SG ECHO at its sole and absolute
discretion. Client shall include the confidentiality provisions of this Agreement in all agreements between Client and its contractors,
subcontractors, and consultants on the Projects (if any).






 


	6.	Site. Client acknowledges that SG ECHO has not performed an exhaustive
inspection of any Sites and that there may be structural or other existing conditions at the site that are unknown to SG ECHO or otherwise
hidden, unforeseen, or unanticipated. The Client is responsible for all risks associated with unknown, hidden, unforeseen, or unanticipated
conditions at the Site. 



 


	7.	Hazardous Materials. SG ECHO shall have no responsibility for the
discovery, presence, handling, removal, or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form
at the Site.



 


	8.	Approved Building Materials. All designs and specifications for each
Project shall require that work be performed utilizing only approved building materials authorized by SG ECHO.



 


	9.	Coordination. Client shall be responsible for coordinating the services
of the Client’s separate contractors and consultants and shall require such parties to cooperate with SG ECHO in the performance
of the Services. SG ECHO will coordinate its Services and the services of its subconsultants with the services provided by Client and
its separate contractors and consultants.



 


	10.	Construction Means and Methods; Safety. SG ECHO shall not be responsible
for the means, methods, techniques, sequences, or procedures of any construction work not performed by SG ECHO subcontractors; nor shall
SG ECHO be responsible for the safety precautions or programs in connection with such construction work. The means, methods, techniques,
sequences, and procedures of the construction work of other parties and the safety
precautions and programs for such work are solely the other contractors’ rights and responsibilities.






 



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		11.	Standard of Care. SG ECHO shall perform its services under this Agreement
consistent with the same skill and care ordinarily provided by similar consultants practicing in the same or similar locality and under
the same or similar circumstances.



 


		12.	Limitation of Liability. In recognition of the relative risks and
benefits of the Project to both Client and SG ECHO, the risks have been allocated such that Client agrees, to the fullest extent not prohibited
by law, to limit the liability of SG ECHO and its subconsultants, and each of their respective owners, officers, directors, employees
and insurers (“SG ECHO Parties”) for all claims, losses, awards, expenses and damages of any nature and from any cause or
causes, so that the total aggregate liability of the SG ECHO Parties for each Project shall not exceed the the total amount paid to SG
ECHO for that particular Project. This limitation of liability shall include without limitation claims of breach of contract, breach of
warranty, negligence, misrepresentation, strict liability or other tort, or otherwise.



 


		13.	Waiver of Consequential Damages. The Client and SG ECHO waive consequential
damages for claims, disputes or other matters in question arising out of or relating to this Agreement or any Purchase Order or otherwise.
This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement,
or any Purchase Order, except as specifically provided in Section 17 below.



 


		14.	Indemnity. Each party shall indemnify, defend and hold harmless the
other party and its personnel, agents, assigns and owners from and against any and all claims, damages, losses and expenses (including
reasonable attorney’s fees) arising out of or resulting from: (a) errors, omissions or inaccuracies in documents or other information
provided by such party or its consultants or contractors to the other; ; (b) any claim, damage, loss or expense caused in whole or in
part by the acts or omissions of such party, its agents, Contractor, sub-contractors, consultants, employees or assigns. 



 


		15.	No Third-Party Beneficiaries. Nothing contained in this Agreement
shall create a contractual relationship with, or cause of action in favor of, a third-party against either the Client or SG ECHO. 



 


		16.	Independent Contractor. SG ECHO shall, at all times, be acting as
an independent contractor and this Agreement shall not be construed to create any partnership, joint venture or employer-employee relationship
between the Parties or their agents or employees.



 


		17.	Termination. Upon failure of the other
party to perform its obligations under this Agreement, the Client or SG ECHO may terminate this Agreement upon 30-days written notice
to the other party, subject to each party’s right to cure a default or breach, it being agreed that, except for fraud or bad faith,
all defaults or breaches hereunder shall be curable. In the event that a party believes that the other has defaulted in the performance
of its obligations hereunder, or otherwise breached this Agreement it shall promptly notify the other party in writing specifying the
alleged default or breach (“Notice of Breach), and upon receipt of such Notice of Breach the receiving party shall have 15 days
to cure the alleged default or breach. In the event of termination, SG ECHO shall cease performing all services and shall be entitled
to be paid for all services rendered through the date of termination. In the event the termination by Client is without cause i.e. without
SG Echo being in default or having materially breached the Agreement, the Client shall also pay any expenses incurred as a result of the
termination (including without limitation supplier and vendor cancellation fees, restocking fees, subcontractor termination or cancellation
fees, or other similar termination costs), plus a 15% markup as compensation for SG ECHO’s anticipated
profit on the value of services not performed by SG ECHO.






 






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		18.	Compliance with Laws. SG ECHO will perform its services under this
Agreement in accordance with applicable laws, rules, or regulations applicable to the engineering services to be provided hereunder. 



 


		19.	Disputes. The parties shall endeavor to settle disputes by mediation
in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect unless the parties
mutually agree otherwise. The mediation shall take place at SG ECHO’s place of business or other location mutually agreeable to
the parties. Disputes not resolved by mediation shall be submitted to litigation. Both Parties agree that both Parties shall institute
any action arising out of or relating to this Agreement in any federal or state court of general jurisdiction in the State of New York.
Both Parties irrevocably submit and consent to the jurisdiction of any such court and waive any objection either may have to either the
jurisdiction or venue of such court. 



 


		20.	Applicable Law. The laws of the State of New York shall govern the
validity, interpretation, construction, performance, and enforcement of this Agreement, regardless of any conflict of law principals.




 


		21.	Late Payments and Collection Costs. In
the event SG ECHO has to take action against the Client to collect fees for services rendered or expenses incurred, Client will be liable
for and agrees to pay any and all reasonable attorney’s fees, actual out-of-pocket costs, expenses, and disbursements incurred in
the course of such proceedings by SG ECHO. SG ECHO reserves the right to stop work on any Project if Client fails to pay an invoice after
30 days, unless for such invoice Client has a reasonable a good faith dispute thereto (“Disputed Invoice”). SG ECHO shall
not be held responsible for Project delays due to Client’s failure to make payments as required by this Agreement unless said nonpayment
relates to a Disputed Invoice. Except for Disputed Invoices interest shall applied at a rate of 1.0% per month (12% annually) for invoices
over 30 days past due.



 


		22.	Entire Agreement. This Agreement represents the entire and integrated
agreement between the Client and SG ECHO and supersedes all prior negotiations, representations, or agreements, whether they be written
or oral, including without limitation any letter agreements or letters of intent between the parties. This Agreement may be amended or
modified only by a written instrument signed by both the Client and SG ECHO.



 


		23.	Assignment. By this Agreement, the Client and SG ECHO, respectively,
bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement; and, to the partners,
successors, assigns and legal representatives of such other party. Neither the Client nor SG ECHO shall assign this Agreement without
the express written consent of the other party to this Agreement.



 


		24.	Severability. All provisions of this Agreement are severable, and
any which are deemed invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating
the remaining provisions hereof, and this Agreement shall be enforced and interpreted as if the invalid or unenforceable provisions were
not contained herein and any partially valid and enforceable provisions shall be enforced to the extend valid or enforceable.



 


		25.	Headings. Paragraph and section headings herein are used solely for
convenience and are not intended nor in any sense are to be given any weight in the construction of this Agreement.



 


		26.	No Waiver. The failure of any party hereto to exercise the rights
granted to such party under this Agreement shall not in any event constitute a waiver of any such rights.



 


		27.	Full Power. Both parties represent they have the full right and power
to enter into this Agreement and perform all obligations to be performed hereunder and to grant all rights hereunder granted without violating
the legal or equitable rights of any other person or party.



 





		28.	EXCEPT AS OTHERWISE SPECIFIED BY SG ECHO IN WRITING, SG ECHO MAKES NO WARRANTIES
WITH RESPECT TO THE BUILDING OR ITS COMPONENTS OR THE SERVICES PROCURED OR PROVIDED BY SG ECHO AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


 


End of Exhibit D


 






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Exhibit E


 


Limited Building Manufacturer’s Warranty


 


1. Offer of Warranty: 


 


This limited warranty (“Limited Warranty”)
is made to the Original Owner and/or Final Purchaser only (being herein referred to as “Buyer”) of the new modular structure
(herein defined as “modules”) and is the exclusive statement of warranties and obligations by SG ECHO, LLC (being herein referred
to as “Seller”). This statement of warranty is for modules or structures built and located within the contiguous United States
of America only. This warranty begins as follows;


 


		●	FOB factory Paid in Full or;
	 	 	 



		●	When buyer takes possession of modules or;
	 	 	 



		●	Delivered and commissioned at project location by SG ECHO or;
	 	 	 



		●	Seller notifies Buyer of project readiness at factory when being delivered
and commissioned by 3rd party not under SG ECHO control



 


2. Seller’s Warranty: 


 


Except as otherwise noted herein or as noted under
“Exclusions from Warranty,” the Seller warrants the modules to be free from defects in materials and workmanship when properly
completed, conditioned, and maintained and within normal use and service of the building’s occupancy type. This warranty covers
only the same or equal workmanlike repair or replacement of the Seller’s installed building components, parts, or materials as necessary
due to faulty workmanship or materials.


 




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The Seller acknowledges its responsibility of making repairs within
a reasonable period of time after being properly advised by the Buyer, in writing, on the details of acceptable and justifiable deficiencies
under the terms of this warranty.


 


3. Exclusions from Warranty:


 





Seller
does not warrant and shall not be responsible for, and this Limited Warranty shall not extend to or include or be applicable to any of
the following:


  


		●	If a Building has been repaired or altered without the prior knowledge and/or
written consent of the Seller.
	 	 	 



		●	Any
loss or damage, repair, adjustment, replacement, defect, or loss caused by, related to, or resulting from misuse, abuse, neglect, vandalism,
riot, insurrection, or other civil disorders, fire, insects, accidents, explosion, falling objects, acts of God such as earthquake, flood,
lightning, or hurricane, electrical or other utility service malfunctions, and/or loading of the modules beyond any limits specified
by code or engineered designs.



 


		●	Any
defects caused or made worse by negligence, improper maintenance or other action by Buyer or anyone else other than Seller or Seller’s
employees, agents, and contractors.



 


		●	Parts,
accessories, or items furnished by the Buyer for installation on the subject modules and/or the results of such items as may be caused
by proper, or improper, installation.



 


		●	Any
items or services that are part of the routine preparation and maintenance of the modules (i.e., changing of air filters, cleaning of
surfaces, waxing of floors, etc.)



 


		●	Electrical,
plumbing, or mechanical connections, devices, wiring, or systems and components installed in or on the subject Building by persons other
than Seller.



 


		●	“Normal
wear and tear” items such as painted surfaces, light bulbs, door and/or hardware adjustments, etc.



 


		●	Any
or all work completed at the site or to modules, by others, whether under the control of the Seller or not.



 


		●	Installation
of any and all shipped loose items, site installed by others, whether supplied by Seller or not.



 





		●	Any
work or labor performed and/or any materials added, installed, repaired, and/or replaced by others, not authorized, in writing, by Seller.



 





		●	Loss or damage which the Buyer has not taken timely action to minimize.
	 	 	 



		●	Loss
or damage caused by or resulting from soil movement, expansion, or contraction of soil; or sinking or shifting of soil not disturbed
by Seller



 


		●	Loss
or damage caused by or resulting from insects; accidents, riot and civil commotion, fire, explosion, smoke, water escape, falling objects,
aircraft, vehicles, acts of God, lightning, wind-driven water, floods, hail, wind, electrical or other utility service malfunctions,
and changes in the underground water table or hydrostatic pressure from underground water; seepage of water.



 


		●	Service
work resulting from movement of grade or owner installed foundations.



 


		●	Any
damage, repair, adjustment, replacement, defect, or loss caused by, related to, or resulting from the discovery of a building’s
improper wind or snow load designs or resulting from the buyer’s incorrect statement of the modules location or address to the
Seller.



 


		●	Any
material misrepresentation made by Buyer to Seller, or its agents, in connection with a warranty claim.



 


4. Additional Warranties:


 


Special packaged systems (i.e., HVAC units,
water heaters, etc.), equipment (i.e., breakers, lights, emergency lights, etc.) and/or materials (i.e., roofing, siding, etc.)
included with the modules may also carry exclusive warranties issued by their respective manufacturers and take precedence over this
warranty i.e., Buyer shall only seek recourse from the respective manufacturers for such claims. Some items may require exchange
and/or returns to the original manufacturer, in which case, delivery and handling is only covered to the extent of the original
equipment manufacturer’s warranty and is not made part of this warranty offered by Seller.
To confirm if special packaged systems, equipment, or materials carry any additional warranties, please reference buyer approved
shop drawings and cutsheets.


 






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5. Duration of Warranty: 


 


This warranty shall expire
twelve (12) months from the date of the issuance of the certificate of occupancy for each such module


 


6. Buyers Remedy: 


 


Buyer’s exclusive and only remedy under this
warranty shall be only with the Seller and at the Seller’s option, to be limited solely to either of the following:


 


		●	The repairing and/or replacing of a justified factory manufactured defective
condition, with same or equal materials, workmanship, and/or equipment, using only Seller’s authorized labor, or,
	 	 	 



		●	The Seller may, at its sole discretion, offer an appropriate allowance, not
to exceed the value of using its own work forces and/or materials to have the repair or replacement, if any, made by others, or,
	 	 	 



		●	Upon receipt of a written 3rd party estimate from Buyer, and after
careful review from the Seller, may authorize release of a purchase order to the Buyer to have the work and/or materials corrected. 



 


Unless otherwise agreed in writing between Seller
and Buyer, repairs under this warranty shall only be made within the State for which the Seller obtained approval for the subject modules.


 


UNAUTHORZED WARRANTY CLAIMS, MONETARY WITHHOLDINGS
(Retainage), NON-PAYMENT OF OUTSTANDING CHANGE ORDERS, AND/OR CHARGE BACKS BY THE BUYER OR ITS AGENTS, WILL NOT BE HONORED BY SG ECHO,
LLC. AND ARE UNACCEPTABLE TERMS OF WARRANTY OR SALE. In the event such actions are invoked by the Buyer, the Seller reserves the right
to cancel this “Offer of Warranty,” in whole or in part, by written notification to the Buyer.


 


7. Buyer’s Duties:


 


Buyer shall give prompt written
notice of any defects in materials or workmanship to Seller with sufficient detail to permit Seller to perform its obligations under
this warranty. The Seller must be given the ability to mobilize to perform any corrective action items within ten (10) working days after
written notice is delivered and any such notice given to Seller shall act as authorization for Seller to make such repairs in accordance
with the terms hereof. If defects are caused by someone other than Seller and are not covered under this warranty, Buyer agrees to pay
Seller for actual cost incurred to make said repairs.


 


If local trades, unions, or regulations prevent
the Seller’s employees, contractors, and/or labor forces from making the needed repairs, then the Buyer shall bear the costs associated
for the Seller’s employees, subcontractors or agents to gain access to the repair site, or the Seller, at its option, may authorize
the Buyer to make the repairs itself, at a price that would not exceed the Seller’s cost of performing the work utilizing its own
employees, subcontractors or agents, and material costs.


 






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8. Disclaimer: 


 


THE FOREGOING WARRANTY IS
EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF (i) ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (ii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY
IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM SELLER’S NEGLIGENCE, ACTUAL OR IMPUTED. THE REMEDIES OF BUYER SHALL BE THOSE PROVIDED
HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY LOSS, DIRECT, INDIRECT, INCIDENTAL,
FORESEEN, UNFORESEEN, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR OCCUPATION OF THE BUILDING(S).


 


NO AGREEMENT MODIFYING, VARYING OR EXTENDING THE
FOREGOING WARRANTY, REMEDIES, OR THIS LIMITATION SHALL BE BINDING UPON SELLER UNLESS IN WRITING, SIGNED BY A DULY AUTHORIZED OFFICIER
OF SELLER.


 


9. Governing Law: 


 


This warranty and the rights and duties of the
parties under this warranty shall be governed by the laws of the state of Oklahoma.


 


10. Notice of Claims: 


 


If the Buyer has a justifiable claim under this
Limited Warranty, it is the Buyer’s responsibility to give prompt written notice to SG Echo, LLC within the Warranty Period at the
address specified below:


 


 


 


SG ECHO, LLC.


2917 Big Lots Parkway


Durant, OK 74701 580-380-4708


 


End of Exhibit E


 


 


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