1 Exhibit 10.2 Employment Agreement dated as of May 14, 1997 by and between PC411, Inc. (the "Company") and Edward A. Fleiss (the "Employee") ----------------------------------------------------- The Company and the Employee agree to the Employee's...Employment Agreement • August 13th, 1997 • Pc411 Inc • Services-computer processing & data preparation • New York
COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • November 13th, 2019 • Wholesale-lumber & other construction materials • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _ ThinkEquity, a division of Fordham Financial Management, Inc. 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 the six (6) month anniversary of the Original Issue Date (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 [______]1 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).
OPTION AGREEMENT ----------------Option Agreement • June 30th, 1997 • Pc411 Inc • Services-computer processing & data preparation • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2019 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2019, 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”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • May 11th, 2020 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • May 5th, 2020 • Wholesale-lumber & other construction materials • New York
THIS PRE-FUNDED 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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (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).
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).
1 EXHIBIT 10.1 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement") is made this 16th day of September, 1997 by and between U.S. Robotics Access Corp. ("USR"), a Delaware corporation with its principal place of business at 8100 N....Distribution Agreement • November 14th, 1997 • Pc411 Inc • Services-computer processing & data preparation • Illinois
VOTING AGREEMENTVoting Agreement • November 16th, 1998 • Pc411 Inc • Services-computer processing & data preparation
SAFE & GREEN HOLDINGS CORP., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • July 24th, 2023 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • New York
INDENTURE, dated as of , 20 , among Safe & Green Holdings Corp., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2024 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2024, by and between SAFE & GREEN HOLDINGS CORP., a Delaware corporation, with its address at 990 Biscayne Blvd., #501, Office 12, Miami, FL 33132 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2024 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2024, is entered into by and between SAFE & GREEN HOLDINGS CORP., a Delaware corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2024 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January __, 2024, between Safe & Green Holdings Corp., 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2016 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
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”).
RECITALS:Asset Purchase Agreement • October 19th, 2000 • Cdsi Holdings Inc • Services-computer processing & data preparation • New Jersey
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE NOVEMBER 3, 2015Sg Blocks, Inc. • August 11th, 2015 • Wholesale-lumber & other construction materials • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 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 Original Issue Discount Senior Secured Convertible Debenture due on the Maturity Date (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2016 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
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”).
COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • April 30th, 2013 • 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 October 15, 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 ________ 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 • February 6th, 2024 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • New York
AMONGStock Purchase Agreement • November 16th, 1998 • Pc411 Inc • Services-computer processing & data preparation
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT SG BLOCKS, INC.Sg Blocks, Inc. • October 26th, 2021 • Wholesale-lumber & other construction materials • New York
THIS SERIES A 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 27, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SG Blocks, Inc., a Delaware corporation (the “Company”), up to 1,898,630 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 26th, 2019 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 8th, 2016 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
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.
WITNESSETH:Warrant Agreement • June 30th, 1997 • Pc411 Inc • Services-computer processing & data preparation • Delaware
Safe & Green Holdings Corp.Safe & Green Holdings Corp. • February 6th, 2024 • Wholesale-lumber & other construction materials • New York
COMMON STOCK PURCHASE WARRANT SAFE & GREEN HOLDINGS, INC.Safe & Green Holdings Corp. • May 17th, 2024 • 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 the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safe & Green Holdings, Inc., a Delaware corporation (the “Company”), up to 3,797,260 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 7th, 2023 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • Delaware
This equity purchase agreement is entered into as of February 7, 2023 (this “Agreement”), by and between Safe & Green Holdings Corp., a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”, and collectively with the Company, the “Parties”).
EXHIBIT 10.2 Employment Agreement dated as of May ___, 1997 by and between PC411, Inc. (THE "COMPANY") AND DEAN EAKER (THE "EMPLOYEE") The Company and the Employee agree to the Employee's employment by the Company on the following terms: 1....Employment Agreement • May 2nd, 1997 • Pc411 Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.3 Employment Agreement dated as of May ___, 1997 by and between PC411, Inc. (THE "COMPANY") AND EDWARD A. FLEISS (THE "EMPLOYEE") The Company and the Employee agree to the Employee's employment by the Company on the following terms: 1....Employment Agreement • May 2nd, 1997 • Pc411 Inc • Services-computer processing & data preparation • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2024 • Safe & Green Holdings Corp. • Wholesale-lumber & other construction materials • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 11, 2024, is entered into by and between SAFE & GREEN HOLDINGS CORP., a Delaware corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • November 13th, 2019 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • Delaware
This SECURITY AGREEMENT, dated as of November 12, 2019 (this “Agreement”), is among SG Blocks, Inc., a Delaware corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and RedDiamond Partners LLC, as a secured party (the “Secured Party”).
PC411, INC.Stock Option Agreement • August 14th, 1998 • Pc411 Inc • Services-computer processing & data preparation
ARTICLE IAgreement and Plan of Merger • August 14th, 1998 • Pc411 Inc • Services-computer processing & data preparation • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 22nd, 2020 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of September 17, 2020, is entered into between ECHO DCL, LLC a Texas limited liability company (“Seller”) and SG ECHO, LLC, a Delaware limited liability company (“Buyer”).
Representative’s Warrant AgreementS Warrant Agreement • July 31st, 2019 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc., 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 ____, 2019 (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 ______ 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).
