Exhibit 10.2


 


AMENDMENT TO DISTRIBUTORSHIP AGREEMENT


 


This
AMENDMENT (the “Amendment”) is made and entered into as of the 30th day of April, 2020,
to the DISTRIBUTORSHIP AGREEMENT, dated as of April 28, 2020 (the “Distributorship Agreement”),
by and between Osang Healthcare Co., Ltd. (the “Manufacturer”) and SG Blocks,, Inc. (the “Distributor”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in the Distributorship Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1. The
Distributorship Agreement is hereby amended by the inclusion therein of the representations and indemnities set forth on Annex
A hereto.


 


2. All
other terms of the Distributorship Agreement shall remain in full force and effect. The Distributorship Agreement, as amended by
this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.


 


3.
This Amendment may be executed in two or more identical counterparts, all of which 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;
provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original, not a facsimile signature.


 


IN WITNESS WHEREOF, the parties have
executed this Amendment to the Distributorship Agreement as of the date first written above.


 


	OSANG HEALTHCARE CO., LTD.	 	SG BLOCKS, INC.
	 	 	 
	By:	Dong-Hyin Lee	 	By: 	/s/ Paul Galvin
	 	Name:  	Dong-Hyin Lee	 	 	Name:  	Paul Galvin
	 	Title: 	Chief Executive Officer	 	 	Title: 	Chief Executive Officer



 






     


     


    

ANNEX A


 


Manufacturer warrants and covenants that:
(a) the Products will conform to their published specifications; (b) it owns all right, title, and interest in the Products and
in all of patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture,
operation, or service of the Products and (c) to its knowledge, the Products do not infringe any third party rights and will not
subject Distributor to liability for violation of any laws, rules or regulations. Defective Products may be returned by Distributor
to Manufacturer within 90 days of delivery and shall be promptly replaced by Manufacturer without charge and shipped to Distributor
at Manufacturer’s expense.


 


Manufacturer shall indemnify and hold harmless
Distributor and its respective directors, officers, agents and employees from and against any and all liabilities, claims, suits,
losses, damages or causes of actions including costs, attorney fees and expenses which may be suffered by any loss, damage, death
or bodily injury (collectively the “Liability”) directly and proximately caused by a breach of the representations
or warranties contained in the Agreement (as amended), claims made by any person or entity arising out of the manufacturing of
the Products, claims asserting that a Product infringes the intellectual property of any other person or entity; or that use of
the Products resulted in bodily injury, without limitation, personal injury and death or the non-performance or improper performance
by Manufacturer of any of its obligations arising out of or in connection with this Agreement.