Exhibit 10.1 

AMENDMENT NO. 1 TO THE SG BLOCKS, INC.

STOCK INCENTIVE PLAN

This Amendment No. 1 (this “Amendment”) to the SG Blocks, Inc. Stock Incentive Plan, as amended and restated on January 30, 2017 (the “Plan”), of SG Blocks, Inc., a Delaware corporation (the “Company”), is dated as of June 1, 2018, the date of approval by the Company’s stockholders (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

WHEREAS, the Company maintains the Plan to provide for certain equity incentive compensation awards to directors, officers, consultants and other key employees of the Company;

WHEREAS, the Plan provides for a maximum of 1,500,000 Shares that may be issued or delivered pursuant to Awards under the Plan; and

WHEREAS, the Board of Directors (the “Board”) and a majority of the stockholders (the “Stockholders”) of the Company have determined that it is in the best interests of the Company to amend the Plan to increase the maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan by 1,000,000, to 2,500,000 Shares.

NOW, THEREFORE, effective as of the Effective Date, the Plan shall be amended as follows:

(signature page to follow) 

IN WITNESS WHEREOF, the undersigned hereby certifies that this Amendment was duly adopted by the Board and a majority of the Stockholders, effective as of the Effective Date. 

[Signature Page to Amendment No. 1 to SG Blocks, Inc. Stock Incentive Plan]