SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2015 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2015, 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”).
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 11th, 2015 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
This SECURITY AGREEMENT, dated as of August 5, 2015 (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 Senior Secured Original Issue Discount Convertible Debentures due on the Maturity Date (as defined in the Debentures), in the original aggregate principal amount of $162,000 (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 certain Secured Parties signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 11th, 2015 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
SUBSIDIARY GUARANTEE, dated as of August 5, 2015 (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.
AMENDMENT AGREEMENTAmendment Agreement • August 11th, 2015 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of August 5, 2015, is by and among SG Blocks, Inc., a Delaware corporation (the “Company”), the holders (the “SPA 2012 Holders”) of the Company’s securities issued pursuant to the Securities Purchase Agreement (the “2012 SPA”), dated as of December 27, 2012, the holders (the “SPA 2014 Holders”) of the Company’s securities issued pursuant to the Securities Purchase Agreement (the “2014 SPA”), dated as of April 10, 2014 and the holders (the “SEA Holders” and together with the SPA 2012 Holders and the SPA 2014 Holders, the “Holder”)) of the Company securities issued pursuant to the Securities Exchange Agreement (the “SEA” and together with the 2012 SPA and the 2014 SPA, the “Securities Agreements”). Pursuant to the Securities Agreements, the Company issued to the Holders 8% Original Issue Discount Senior Secured Convertible Debentures (collectively, the “Debentures”) and Common Stock purchase warrants (collectively, the “Warrants”). Ca
