Sg Blocks, Inc. – Warrant to Purchase Common Stock Sg Blocks, Inc. (June 27th, 2017)

THIS WARRANT TO PURCHASE COMMON STOCK (the "Warrant") certifies that, for value received, Joseph Gunnar & Co., LLC 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 21, 2018 (the "Initial Exercise Date") and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the "Termination Date") but not thereafter, to subscribe for and purchase from SG Blocks, Inc., a Delaware corporation (the "Company"), up to 75,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Warrant Shares"), as subject to adjustment hereunder. 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).

Sg Blocks, Inc. – Amendment to Sg Block Collaborattion and Supply Agreement (March 15th, 2017)

This Amendment (the "Amendment"), dated May 14, 2014, to the SG Blocks Collaboration and Supply Agreement (the "Agreement") dated as of July 23, 2007, by and between SG Blocks LLC now known as SG Blocks, Inc., a Delaware corporation ( "SGB"), and ConGlobal Industries, Inc., now known as ConGlobal Industries LLC, a Delaware limited liability corporation ("CGI").

Sg Blocks, Inc. – Executive Employment Agreement (March 14th, 2017)

This Executive Employment Agreement ("Agreement") is between SG BLOCKS, INC. (the "Company") and Stevan Armstrong ("Executive") and is effective as of January 1, 2017 ("Effective Date"). In consideration of the mutual covenants set forth herein, the Company and Executive (collectively, the "Parties" and each individually, a "Party") agree as follows:

Sg Blocks, Inc. – Executive Employment Agreement (March 14th, 2017)

This Executive Employment Agreement ("Agreement") is between SG BLOCKS, INC. (the "Company") and Mahesh Shetty ("Executive") and is effective as of January 1, 2017 ("Effective Date"). In consideration of the mutual covenants set forth herein, the Company and Executive (collectively, the "Parties" and each individually, a "Party") agree as follows:

Sg Blocks, Inc. – Executive Employment Agreement (March 14th, 2017)

This Executive Employment Agreement ("Agreement") is between SG BLOCKS, INC. (the "Company") and Paul Galvin ("Executive") and is effective as of January 1, 2017 ("Effective Date"). In consideration of the mutual covenants set forth herein, the Company and Executive (collectively, the "Parties" and each individually, a "Party") agree as follows:

Sg Blocks, Inc. – Director Indemnification Agreement (February 6th, 2017)

THIS DIRECTOR INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ___ day of June, 2016, by and between SG Blocks, Inc., a Delaware corporation (the "Corporation"), and ______________________ ("Agent").

Sg Blocks, Inc. – ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 30, 2018 (November 22nd, 2016)

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debenture of SG Blocks, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 912 Bluff Road, Brentwood, TN 37027, designated as its Original Issue Discount Senior Secured Convertible Debenture due on the Maturity Date (this debenture, the "Debenture").

Sg Blocks, Inc. – Securities Purchase Agreement (November 22nd, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of November 17, 2016, 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").

Sg Blocks, Inc. – Original Issue Discount Senior Secured Convertible Debenture Due June 30, 2018 (August 8th, 2016)

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debenture of SG Blocks, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 912 Bluff Road, Brentwood, TN 37027, designated as its Original Issue Discount Senior Secured Convertible Debenture due on the Maturity Date (this debenture, the "Debenture").

Sg Blocks, Inc. – Security Agreement (August 8th, 2016)

This SECURITY AGREEMENT, dated as of June 30, 2016 (this "Agreement"), is among SG Blocks, Inc., a Delaware corporation (the "Company"), SG Building Blocks, Inc., a Delaware corporation (the "Guarantor" and together with the Company, the "Debtors") and the holder of the Company's 12% Senior Secured Original Issue Discount Convertible Debentures due on the Maturity Date (as defined in the Debentures), in the original aggregate principal amount of $2,500,000.00 (collectively, the "Debentures") issued pursuant to that certain securities purchase agreement (the "Purchase Agreement") dated on or about the date hereof among the Company and the Secured Party signatory hereto, its endorsees, transferees and assigns (collectively, the "Secured Party").

Sg Blocks, Inc. – Subsidiary Guarantee (August 8th, 2016)

SUBSIDIARY GUARANTEE, dated as of June 30, 2016 (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.

Sg Blocks, Inc. – Securities Purchase Agreement (August 8th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of June 30, 2016, 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").

Sg Blocks, Inc. – Securities Purchase Agreement (July 7th, 2016)

This Securities Purchase Agreement (this "Agreement") is dated as of June __, 2016, 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").

Sg Blocks, Inc. – Order Confirming Debtors' Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (July 7th, 2016)

Upon the Debtors' Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of April 15, 2016 (ECF Doc. No. 54) (the "Plan");1 and upon the Disclosure Statement for the Debtors' Amended Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of April 15, 2016 (ECF Doc. No. 54) (the "Disclosure Statement"); and upon the Order entered by the Court on April 25, 2016, approving the Disclosure Statement (ECF Doc. No. 57) (the "Approval Order"); and upon the Affidavit of Service (ECF Doc. Nos. 58) evidencing service of the Approval Order, the Plan, the Disclosure Statement with related Exhibits, the Ballot for accepting or rejecting the Plan, and notice of proposed cure payments, as applicable (collectively, the "Plan Documents"), in compliance with the Approval Order, upon creditors, equity security holders, and other parties in interest; and upon the Declaration of Paul Galvin in Support of Confirmation of Plan of Reorganization for SG Blocks, Inc.,

Sg Blocks, Inc. – SENIOR SECURITY AGREEMENT Dated as of October 15, 2015 Among SG BLOCKS, INC. SG BUILDING BLOCKS, INC. ENDAXI INFRASTRUCTURE GROUP, INC. As the Grantors and HILLAIR CAPITAL MANAGEMENT LLC as the Grantee (July 7th, 2016)

This SENIOR SECURITY AGREEMENT, dated as of October 15, 2015 (this "Agreement"), among SG BLOCKS, INC., a Delaware corporation and debtor in possession, located at 115 W. 18th Street, New York, New York 10011 ("SGB"), SG BUILDING BLOCKS, INC., a Delaware corporation and debtor in possession located at 115 W. 18th Street, New York, New York 10011 ("SG Building"), ENDAXI INFRASTRUCTURE GROUP, INC., a Delaware corporation and debtor in possession located at 115 W. 18th Street, New York, New York 10011 ("Endaxi" and collectively with SGB and SG Building, the "Grantors" and each a "Grantor"), and HILLAIR CAPITAL MANAGEMENT LLC, a Delaware limited liability company, located at 345 Lorton Avenue, Suite 303, Burlingame, California 94010, in its capacity as grantee (together with its successors and assigns, the "Grantee").

Sg Blocks, Inc. – DEBTOR IN POSSESSION CREDIT AGREEMENT Among SG BLOCKS, INC. As Borrower and SG BUILDING BLOCKS, INC. And ENDAXI INFRASTRUCTURE GROUP, INC. As Guarantors and HILLAIR CAPITAL INVESTMENTS L.P. As Lender and HILLAIR CAPITAL MANAGEMENT LLC as Collateral Agent Dated as of October 15, 2015 (July 7th, 2016)

This DEBTOR IN POSSESSION CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 15th day of October, 2015, by and among SG BLOCKS, INC., a Delaware corporation and debtor in possession, located at 3 Columbus Circle, 16th Floor, New York, New York 10019 ("Borrower"), SG BUILDING BLOCKS, INC., a Delaware corporation and debtor in possession located at 3 Columbus Circle, 16th Floor, New York, New York 10019 ("SG Building"), ENDAXI INFRASTRUCTURE GROUP, INC., a Delaware corporation and debtor in possession located at 3 Columbus Circle, 16th Floor, New York, New York 10019 ("Endaxi" and together with SG Building, the "Guarantors" and each a "Guarantor"), HILLAIR CAPITAL MANAGEMENT LLC, a Delaware limited liability company, located at 345 Lorton Avenue, Suite 303, Burlingame, California 94010, in its capacity as the Collateral Agent for the benefit of the Lenders, HILLAIR CAPITAL INVESTMENTS L.P., a Cayma

Sg Blocks, Inc. – I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, Do Hereby Certify the Attached Is a True and Correct Copy of the Certificate of Designation of "Sg Blocks, Inc.", Filed in This Office on the Thirtieth Day of June, A.D. 2016, at 2:13 O'CLOCK P.M. A Filed Copy of This Certificate Has Been Forwarded to the New Castle County Recorder of Deeds. (July 7th, 2016)

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 2365700 8100 SR# 20164729690 Authentication: 202592226 Date: 07-01-16 You may verify this certificate online at corp.delaware.gov/authver.shtml

Sg Blocks, Inc. – Original Issue Discount Senior Secured Convertible Debenture Due June __, 2018 (July 7th, 2016)

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debenture of SG Blocks, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 912 Bluff Road, Brentwood, TN 37027, designated as its Original Issue Discount Senior Secured Convertible Debenture due on the Maturity Date (this debenture, the "Debenture").

Sg Blocks, Inc. – Common Stock Purchase Warrant Sg Blocks, Inc. (April 15th, 2014)

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Sg Blocks, Inc. – 8% Original Issue Discount Senior Secured Convertible Debenture Due April 1, 2016 (April 15th, 2014)

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

Sg Blocks, Inc. – Common Stock Purchase Warrant Sg Blocks, Inc. (April 15th, 2014)

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Sg Blocks, Inc. – Subsidiary Guarantee (April 15th, 2014)

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.

Sg Blocks, Inc. – Senior Secured Convertible Debenture Due April 1, 2016 (April 15th, 2014)

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").

Sg Blocks, Inc. – January 31, 2014 (February 5th, 2014)

Sg Blocks, Inc. – Securities Purchase Agreement (November 14th, 2013)

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").

Sg Blocks, Inc. – Addendum to Security Agreement (April 30th, 2013)

This Addendum to Security Agreement (this "Addendum"), dated April 15, 2013, is made and entered into by and between SG Blocks, Inc., a Delaware corporation (the "Company") and (" "). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in that certain Security Agreement, dated as of December 27, 2012, among the Company, all of the Subsidiaries of the Company and the holders of the Company's Debentures (the "Security Agreement").

Sg Blocks, Inc. – Addendum to Securities Purchase Agreement (April 30th, 2013)

This Addendum to Securities Purchase Agreement (this "Addendum"), dated April 15, 2013, is made and entered into by and between SG Blocks, Inc., a Delaware corporation (the "Company") and (" "). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in that certain Securities Purchase Agreement, dated as of December 27, 2012, among the Company, all of the each purchaser identified on the signature pages thereto (the "Purchase Agreement").

Sg Blocks, Inc. – Common Stock Purchase Warrant Sg Blocks, Inc. (January 3rd, 2013)

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Sg Blocks, Inc. – Consulting Agreement (November 14th, 2011)

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 7th day of November 2011, by and among SG Blocks, Inc., with an address at 400 Madison Avenue Suite 16C, New York, New York 10017 (the "Company"), BAW Holdings Corp., a New York corporation, with an address at 100 Quentin Roosevelt Blvd, Garden City, NY 11530 (the "BAW") and Brian A. Wasserman ("Wasserman" together with BAW "Consultant").

Sg Blocks, Inc. – Consulting Agreement (November 10th, 2011)

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 7th day of November 2011, by and among SG Blocks, Inc., with an address at 400 Madison Avenue Suite 16C, New York, New York 10017 (the "Company"), BAW Holdings Corp., a New York corporation, with an address at 100 Quentin Roosevelt Blvd, Garden City, NY 11530 (the "BAW") and Brian A. Wasserman ("Wasserman" together with BAW "Consultant").

Sg Blocks, Inc. – Amended and Restated Certificate of Incorporation of Cdsi Holdings Inc. (November 10th, 2011)

CDSI HOLDINGS INC. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware ("DGCL"), does hereby certify:

Sg Blocks, Inc. – Employment Agreement (November 10th, 2011)

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of October 29, 2010, by and between SG Blocks, Inc. (the "Company") and Paul Galvin (the "Executive").

Sg Blocks, Inc. – Indemnification Agreement (November 10th, 2011)

This Indemnification Agreement, dated as of November 7, 2011 (this "Agreement"), is by and between SG Blocks, Inc., a Delaware corporation (the "Corporation," which capitalized term shall include any one or more of its subsidiaries where appropriate), and _______________ ("Indemnitee"):

Sg Blocks, Inc. – Merger Agreement and Plan of Reorganization by and Among Cdsi Holdings Inc., Cdsi Merger Sub, Inc., Sg Blocks, Inc. And Certain of the Stockholders of Sg Blocks, Inc. Dated as of July 27, 2011 (August 2nd, 2011)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of July 27, 2011, by and among CDSI Holdings Inc., a Delaware corporation ("CDSI"), CDSI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CDSI ("Merger Sub"), SG Blocks, Inc., a Delaware corporation ("SG Blocks"), and the persons executing the "Stockholders Signature Page" hereto (the "Signing Stockholders"). The term "Agreement" as used herein refers to this Merger Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the SG Blocks Schedule and the CDSI Schedule, as defined in the preambles to Articles II and III hereof, respectively).