Amendment No. 2 to Acquisition Agreement
EXHIBIT 2.3
Amendment No. 2 to Acquisition Agreement
This
Amendment No. 2 (the “Amendment”), is made and
entered into as of July 21, 2017 by and among SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(formerly, Symbid Corp.), a Nevada corporation
(“Parent”); SINCERITY AUSTRALIA PTY LTD., an
Australia corporation (the “Company”) and the Zhang
Family Trust (the “Company Shareholder”) in connection
with that certain Acquisition Agreement, dated as of June 5, 2017,
as amended by Amendment No. 1 thereto dated as of July 7, 2017 by
and among Parent, Company and the Company Shareholder (the
“Acquisition
Agreement”). The Parent, Company and the Company
Shareholder are sometimes referred to herein as the
“Parties”, and each, a
“Party”. Capitalized terms
used herein but not otherwise defined shall have the respective
meanings assigned to such terms as set forth in the Acquisition
Agreement.
WHEREAS, Section
8.9 of the Acquisition Agreement provides that the Acquisition
Agreement may be amended by a written instrument signed by the
parties thereto; and
WHEREAS, the
Parties desire to amend the Acquisition Agreement pursuant to the
terms set forth in this written Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Acquisition
Agreement shall be amended pursuant to this Amendment as
follows:
1. Section 7.2 of the
Acquisition Agreement shall be amended to read as
follows:
“7.2 Termination for Failure to
Close. This Agreement shall automatically be
terminated if the Closing Date shall not have occurred by August
15, 2017; provided, that the right to terminate this Agreement
pursuant to this Section
7.2 shall not be available to any Party whose breach of any
provision of this Agreement results in the failure of the Closing
to have occurred by such time.”
2. This Amendment
shall be governed by and construed in accordance with the
substantive laws of the State of New York, without giving effect to
its conflict of law principles.
3. Except to the
extent specifically stated in this Amendment, the Acquisition
Agreement shall remain in full force and effect (including any
Exhibits, Schedules or Annexes attached thereto or incorporated by
reference therein, and any documents or obligations arising
thereunder), and from and after the date hereof, the Acquisition
Agreement shall be deemed to be the Acquisition Agreement as
amended by this Amendment.
4. This Amendment may
be executed by different parties on any number of counterparts,
each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.
5. This Amendment,
together with the Acquisition Agreement, constitutes the entire
agreement between the Parties with respect to the subject matter
hereof, and supersedes all prior and contemporaneous discussions,
documents, agreements and prior course of dealing between the
Parties with respect to such subject matter.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the date referenced above.
PARENT:
By:
/s/
Korstiaan
Zandvliet
Name:
Korstiaan Zandvliet
Title:
Chief Executive Officer
COMPANY:
SINCERITY
AUSTRALIA PTY LTD.
By:
/s/
Xxxxx
Xxxxx
Name: Xxxxx
Xxxxx
Title: Chief
Executive Officer
COMPANY
SHAREHOLDER:
ZHANG
FAMILY TRUST
MF
& HP PTY LTD (TRUSTEE)
By:
/s/
Xxx
Xxxx
Name:
Xxx Xxxx
