0001654954-17-011874 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 27th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 20, 2017, by and between SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation, with headquarters located at Level 4, 10 Yarra Street, South Yarra, Australia VIC 3141 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • Nevada

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 20, 2017, by and between SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

AMENDMENT # 1 TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 20, 2017
Securities Purchase Agreement • December 27th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec

THIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE dated November 20, 2017, is made effective as of December 19, 2017, by and between Sincerity Applied Materials Holdings Corp., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively, the “Parties”).

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