Exhibit 10.1

PORTIONS HEREIN IDENTIFIED BY [*****] HAVE BEEN EXCLUDED  FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Confidential and Proprietary

Distributorship Agreement

This Distributorship Agreement (“Agreement”) is made and entered into, effective as of April 28, 2020 (“Effective Date”), by and between OSANG Healthcare Co., Ltd. with its principal place of business at 132, Anyangcheondong-ro, Dongan-gu, Anyang-si, Gyeonggi-do, Republic of Korea (“Manufacturer”) and SG Blocks, Inc. with its principal place of business at 195 Montague St., Brooklyn, NY 11201, United States of America (“Distributor”). Manufacturer and Distributor are sometimes referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Manufacturer and Distributor have discussed the terms and conditions of transactions regarding certain products hereunder.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

Article 1. Manufacturer agrees to sell and deliver to Distributor and Distributor agrees to purchase and distribute the following products (“Product”) from Manufacturer under this Agreement during the Term (as defined in Article 3). For any Manufacturer’s products (in-vitro glucose, HbA1c, cholesterol, immunoassay and/or molecular diagnostic tests, instruments, accessories, etc.) other than the Product, Manufacturer and Distributor may discuss and negotiate the terms and conditions therefor as separate agreements. The unit price of the Product below may be changed upon Manufacturer’s written notice to Distributor in accordance with any price changes on raw materials required for manufacture of the Product.

Article 2. Manufacturer grants to Distributor the non-exclusive rights to purchase, import, promote, market, sell, distribute and perform after-sales services for the Products within the geographic area of the United States of America (“Territory”). In connection with the foregoing rights granted to Distributor, Distributor agrees and acknowledges that the Product shall be used only with Applied Biosystem 7500/7500 Fast Real-time PCR System and Bio-Rad CFX96 Real-time PCR Detection System.

Article 3. This Agreement shall take effect on the Effective Date and end on April 28, 2021 (“Term”) unless earlier terminated at any time by either Party giving the other at least thirty (30) days prior written notice. The Term may be extended by a written instrument executed by duly authorized representatives if the Parties.

Article 4. Distributor shall place a purchase order for the Products to manufacturer in writing and Manufacturer will use commercially reasonable efforts to deliver Products within two (2) weeks from the date Manufacturer received and accepted the purchase order from Distributor. For each purchase order over 5,000 Kits, however, Manufacturer will deliver the Product after it discusses any possible delivery date with Distributor. The Products will be packed in a special dry-iced package. The delivery of Product shall be made according to EXW Manufacturer’s facility (EX Works Incoterms 2010). Distributor shall pay 100% of purchase order amount subsequent to receipt of an invoice for each respective order and before shipment of the Products by means of telegraphic transfer (T/T). All payments shall be made in USD (United States Dollar).

Confidential and Proprietary

Article 5. Manufacturer warrants and covenants that all of the Products shall be free from defects in materials and workmanship. The warranty for the Products shall be effective during each shelf life of the Products. Notwithstanding the foregoing, Manufacturer’s warranty shall not extend to any of the Products which have been (i) misused or abused, (ii) improperly repaired, altered or modified, (iii) used in violation of Manufacturer’s instruction, or (iv) damaged during transportation or demonstration unless otherwise specified in any relevant warranty conditions.

Article 6. Distributor agrees that Manufacturer is the exclusive owner of all confidential information provided by Manufacturer. Distributor shall not directly or indirectly disclose the confidential information to any person or entity and will take necessary precautions to prevent any such disclosure by any of its employees or agents. The confidentiality obligations of this Agreement will survive the termination of expiration of this Agreement.

Article 7. Distributor shall indemnify and hold harmless Manufacturer and its respective directors, officers, agents and employees from and against any and all liabilities, claims, suits, losses, damages or causes of actions including costs, attorney fees and expenses which may be suffered by any loss, damage, death or bodily injury arising out of (i) Distributor’s negligent acts in connection with the use, sales or after-sale service of the Products, or (ii) Distributor’s breach of obligations under this Agreement.

Article 8. This Agreement constitutes the entire agreement of the Parties on the subject matter hereof and supersedes all prior understandings and instruments on such subject matter. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties. For purposes of this Agreement, signatures transmitted in a facsimile machine or in a document attached to an email shall be deemed to be original signatures. In addition, if any of the Parties sign facsimile or emailed copies of this Agreement, such copies shall be deemed originals. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart.

Article 9. This Agreement shall be construed and enforced according to the laws of Republic of Korea without application of its conflicts of laws principals. All disputes arising out of this Agreement shall be finally settled by arbitration in Singapore with the English language under the Arbitration Rules of Singapore International Arbitration Centre.

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Confidential and Proprietary

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

3

Exhibit 10.2

AMENDMENT TO DISTRIBUTORSHIP AGREEMENT

This AMENDMENT (the “Amendment”) is made and entered into as of the 30^th day of April, 2020, to the DISTRIBUTORSHIP AGREEMENT, dated as of April 28, 2020 (the “Distributorship Agreement”), by and between Osang Healthcare Co., Ltd. (the “Manufacturer”) and SG Blocks,, Inc. (the “Distributor”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Distributorship Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. The Distributorship Agreement is hereby amended by the inclusion therein of the representations and indemnities set forth on Annex A hereto.

2. All other terms of the Distributorship Agreement shall remain in full force and effect. The Distributorship Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

3. This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Distributorship Agreement as of the date first written above.

ANNEX A

Manufacturer warrants and covenants that: (a) the Products will conform to their published specifications; (b) it owns all right, title, and interest in the Products and in all of patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation, or service of the Products and (c) to its knowledge, the Products do not infringe any third party rights and will not subject Distributor to liability for violation of any laws, rules or regulations. Defective Products may be returned by Distributor to Manufacturer within 90 days of delivery and shall be promptly replaced by Manufacturer without charge and shipped to Distributor at Manufacturer’s expense.

Manufacturer shall indemnify and hold harmless Distributor and its respective directors, officers, agents and employees from and against any and all liabilities, claims, suits, losses, damages or causes of actions including costs, attorney fees and expenses which may be suffered by any loss, damage, death or bodily injury (collectively the “Liability”) directly and proximately caused by a breach of the representations or warranties contained in the Agreement (as amended), claims made by any person or entity arising out of the manufacturing of the Products, claims asserting that a Product infringes the intellectual property of any other person or entity; or that use of the Products resulted in bodily injury, without limitation, personal injury and death or the non-performance or improper performance by Manufacturer of any of its obligations arising out of or in connection with this Agreement.

Exhibit 10.3

May 1, 2020

VIA ELECTRONIC MAIL

Osang Group Co Ltd.
132, Anyangcheondong-ro Dongan -gu

Anyang -si, Gye onggi do, 14040

Republic of Korea
Attention: DH Lee, President and CEO

Dear Mr. Lee:

Reference is made to that certain Distributorship Agreement between you and us of even date herewith (the “Distributorship Agreement”).

In the event that you provide customer referrals to us for the purchase under the Distributorship Agreement of Products (as defined therein) resulting in at least $5,000,000 of revenue to us, we agree as follows:

(a) Subject to the prior approval of The Nasdaq Stock Market and subject to any other rights of participation outstanding on the date hereof this Agreement, until the six month anniversary of the date of this Agreement, upon any issuance by us of shares of our common stock, and provided that such securities remain outstanding after the exercise of participation rights outstanding on the date of this Agreement (herein, a “Subsequent Financing”), you shall have the right to participate in up to an amount of the Subsequent Financing equal to 19.9% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.

(b) At the time we commence soliciting interest of investors in the Subsequent Financing we will provide you notice of the potential Subsequent Financing, and no less than two hours prior to pricing of any such Subsequent Financing we will deliver to you a written notice of our intention to effect a Subsequent Financing (a “Subsequent Financing Notice”), which notice shall describe in reasonable detail the proposed terms of such Subsequent Financing and the amount of proceeds intended to be raised thereunder.

(c) In the event you desire to participate in such Subsequent Financing you must provide written notice to us within one hour of being provided the terms of the Subsequent Financing (the “Notice Termination Time”) that you are willing to participate in the Subsequent Financing, the amount of your participation, and representing and warranting that you have such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice, in order to ensure we have adequate time to include your investment in the Subsequent Financing. If we receive no such notice from you as of such Notice Termination Time, you will be deemed to have notified us that you do not elect to participate in such Subsequent Financing.

Very truly yours,

SG Blocks, Inc.

195 Montague Street, 14th Floor Brooklyn Heights, NY 11201 646.240.4235 P info@sgblocks.com

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