COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • April 15th, 2014 • Wholesale-lumber & other construction materials
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________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 April 10, 2014 (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 _____________ 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 • April 15th, 2014 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2014, 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”).
8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 1, 2016Sg Blocks, Inc. • April 15th, 2014 • 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 3 Columbus Circle 16th Floor New York, NY 10019, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due April 1, 2016 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture is being issued in substitution for and not in satisfaction of that certain 8% Original Issue Discount Convertible Debenture issued to the Holder on December 28, 2012. Pursuant to Rule 144, the holding period of this Debenture, the Conversion Shares issuable upon conversion and redemption hereof shall tack back to December 28, 2012. This Debenture shall not constitute a novation or satisfaction and accord of such 8% Original I
SECURITY AGREEMENTSecurity Agreement • April 15th, 2014 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This SECURITY AGREEMENT, dated as of April 10, 2014 (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 April 1, 2016, in the original aggregate principal amount of $3,995,700 issued pursuant to (i) that certain securities purchase agreement (the “Purchase Agreement”) dated on or about the date hereof among the Company and certain Secured Parties and (ii) that certain exchange agreement (the “Exchange Agreement”) dated on or about the date hereof among the Company and certain Secured Parties (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 15th, 2014 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
SUBSIDIARY GUARANTEE, dated as of April 10, 2014 (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.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • April 15th, 2014 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
THIS SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of April 10, 2014, is entered into by and among SG Blocks, Inc., a Delaware corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).
