COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • January 3rd, 2013 • Wholesale-lumber & other construction materials
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 27, 2013(the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SG Blocks, Inc., a Delaware corporation (the “Company”), up to 2,604,651 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2013 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2012, between SG Blocks, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SENIOR SECURED CONVERTIBLE DEBENTURE DUE JULY 1, 2014Sg Blocks, Inc. • January 3rd, 2013 • Wholesale-lumber & other construction materials • New York
THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of SG Blocks, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 400 Madison Avenue, Suite 16C, New York, NY 10017, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due July 1, 2014 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • January 3rd, 2013 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This SECURITY AGREEMENT, dated as of December 27, 2012 (this “Agreement”), is among SG Blocks, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Original Issue Discount Convertible Debentures due July 1, 2014, in the original aggregate principal amount of $1,960,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 3rd, 2013 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
SUBSIDIARY GUARANTEE, dated as of December 27, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between SG Blocks, Inc., a Delaware corporation (the “Company”) and the Purchasers.
