FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ______ ___, 2017, among Sincerity Applied Materials Holdings Corp., a Nevada corporation (the “Company”), the persons who have purchased the Units and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified on Schedule 1 hereto holding Registrable Pre-Acquisition Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”) by Sincerity Applied Materials Holdings Corp. (f/k/a Symbid Corp.), a Nevada corporation (the “Company” or “SAMHC”) of a minimum of $150,000 (the “Minimum Offering”) and a maximum of $500,000 (the “Maximum Offering”) of units of securities (the “Units”), at a purchase price of $10,000 per Unit (the “Purchase Price”). Each Unit consists of (i) one 12% Senior Secured Convertible Promissory Note with a term of 13 months in the face (principal) amount of $10,000, substantially in the form of Exhibit A hereto (the “Note”) and (ii) one warrant substantially in the form of Exhibit B hereto (the “Warrant”) exercisable for a period of five (5) years from issuance representing the right to purchase shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), at the e
LOCK-UP AND NO SHORTING AGREEMENTLock-Up and No Shorting Agreement • September 25th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This LOCK-UP AND NO SHORTING AGREEMENT (this “Agreement”) is made as of _______ __, 2017, by and between the undersigned person or entity (the “Restricted Holder”) and Sincerity Applied Materials Holdings Corp. (formerly known as Symbid Corp.), a Nevada corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Acquisition Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • September 25th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Security Agreement (this “Security Agreement”) is made as of _______, 2017 by and among Sincerity Applied Materials Holdings Corp., a Nevada corporation, (the “Company”) and its subsidiary, Sincerity Australia Pty Ltd., an Australia corporation (the “Subsidiary”), (collectively, the “Grantors”); each “Purchaser” named in the Omnibus Signature Page(s) to the Subscription Agreement of even date herewith (the “Subscription Agreement”) between the Company and the Purchasers, relating to units consisting of the Company’s 8% Senior Convertible Secured Promissory Notes (the “Notes”) and warrants to purchase shares of the Company’s common stock; and _____________, in its capacity as the Collateral Agent for the Noteholders (in such capacity, the “Collateral Agent”).
