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, 2011Merger Agreement • August 2nd, 2011 • Cdsi Holdings Inc • Blank checks • Delaware
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).
LOCK-UP AGREEMENTLock-Up Agreement • August 2nd, 2011 • Cdsi Holdings Inc • Blank checks
In connection with the Merger Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of July 27, 2011, by and among CDSI Holdings Inc. (“CDSI”), CDSI Merger Sub, Inc., SG Blocks, Inc. and certain of the stockholders of SG Blocks, Inc., to induce the parties to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
