SECURITIES PURCHASE AGREEMENTSecurities 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2022 • Sincerity Applied Materials Holdings Corp. • Plastic material, synth resin/rubber, cellulos (no glass) • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 6, 2022 by and between SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation, with headquarters located 4 Avoca, South Yarra, VIC 3141, Australia (the “Company”), and ONE44 CAPITAL LLC, a Nevada limited liability company, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2022 • Sincerity Applied Materials Holdings Corp. • Plastic material, synth resin/rubber, cellulos (no glass) • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2022, by and between SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation, with its address at Suite 1105, Level 11, 370 Pitt Street, Sydney, NSW, Australia 2000 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration 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").
CONVERTIBLE NOTE DUE NOVEMBER 9, 2018Sincerity Applied Materials Holdings Corp. • November 20th, 2017 • Services-business services, nec • New York
THIS CONVERTIBLE NOTE is issued by Sincerity Applied Materials Holdings Corp., a Nevada corporation, (the “Borrower”), due November 9, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
CLASS B COMMON STOCK PURCHASE WARRANT SINCERITY APPLIED MATERIALS HOLDINGS CORPSincerity Applied Materials Holdings Corp. • November 20th, 2017 • Services-business services, nec
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ or its registered assigns (the “Holder”), with an address at: _______________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sincerity Applied Materials Holdings Corp., a Nevada corporation (the “Company”), up to 400,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2018 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 19, 2017, is entered into by and between SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2018 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2017, between Sincerity Applied Materials Holdings Corp, a Nevada corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This SPLIT-OFF AGREEMENT, dated as of December 6, 2013 (this “Agreement”), is entered into by and among Symbid Corp., a Nevada corporation (“Seller”), Symbid Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Holli Morris (“Buyer”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • November 19th, 2015 • Symbid Corp. • Services-business services, nec • New York
This Employment Services Agreement (the “Agreement”) is entered into as of the 1st day of November, 2015, by and between Symbid Corp. a Nevada corporation, with a business address of Marconistraat 16, 3029 AK Rotterdam (the “Company”), and Dick Kooij, an individual residing at Molenstraat 7a, 2242HT Wassenaar (Netherlands) (The Netherlands) (“Executive”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Hapykidz.Com, Inc., a publicly traded Nevada Corporation, (hereinafter referred to as the “Company”), to act as an exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of the Company. The Company will enter into a share exchange with Symbid Holding B.V. (“Symbid”), a privately held besloten vennootschap organized under the laws of The Netherlands and continue Symbid’s existing operations as the Company (the “Merger”).
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
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
CONSULTING AGREEMENTConsulting Agreement • June 22nd, 2022 • Sincerity Applied Materials Holdings Corp. • Plastic material, synth resin/rubber, cellulos (no glass) • Nevada
This Consulting Agreement (the “Agreement”) is made as of this 1st day of July, 2022 and (the “Effective Date”) by and between John J STEWART, an individual located at 565 FAREHAM COURT Castle Rock CO 80104 (the “Consultant”), and Sincerity Applied Materials Holdings, Corp. Suite 1105, Level 11, 370 Pitt Street, Sydney, NSW, Australia (the “Company”).
FOURTH AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 21st, 2014 • Symbid Corp. • Services-advertising
This Fourth Amendment to the Placement Agency Agreement (“Amendment”) is entered into as of the 25th day of March 2014, by and between Symbid Corp (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement dated September 9, 2013, as amended on October 14, 2013, November 15, 2013, and February 6, 2014 (collectively herein referred to as the “Agreement”).
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).
Amendment No. 3 to Acquisition AgreementAcquisition Agreement • August 21st, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Amendment No. 3 (the “Amendment”), is made and entered into as of August 15, 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 and by Amendment No. 2 thereto dated as of July 21, 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.
SHARE EXCHANGE AGREEMENT AMONG SYMBID CORP., a Nevada corporation, SYMBID HOLDING B.V., a Netherlands private limited liability company AND THE SHAREHOLDERS OF SYMBID HOLDING B.V. December 6, 2013Share Exchange Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 6, 2013, by and among Symbid Corp. (f/k/a Hapykidz.com, Inc.), a Nevada corporation (the “Acquiror”), Symbid Holding B.V., a Netherlands private limited liability company (the “Acquiree”) and the stockholders of Acquiree as listed in Exhibit A (the “Acquiree Stockholders”). Acquiror, Acquiree and the Acquiree Stockholders are each a “Party” and referred to collectively herein as the “Parties.”
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 31st, 2015 • Symbid Corp. • Services-advertising
This Restricted Stock Unit Agreement (this "Agreement") is made and entered into as of _______, 20__ (the "Award Date") by and between Symbid Corp., a Nevada corporation (the "Company") and ____________________ (the "Grantee").
LOCK-UP AGREEMENTLock-Up Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of December 6, 2013, by and between the undersigned person or entity (the “Restricted Holder”) and Symbid Corp., a Nevada corporation formerly known as HapyKidz.com, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Share Exchange Agreement (as defined herein).
SECOND AMENDMENTSecond Amendment • December 12th, 2013 • Symbid Corp. • Services-advertising
This Second Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 15th day of November 2013, by and between Symbid Corp (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement dated September 9, 2013, as amended on October 14, 2013 (collectively herein referred to as the “Agreement”).
Strategic Alliance Agreement Fortion Holding B.V. – Symbid Corp. The Parties:Symbid Corp. • March 25th, 2015 • Services-advertising
Symbid Corp., having its corporate domicile and place of business at Marconistraat 16, 3029 AK Rotterdam, for this purpose represented by Korstiaan Zandvliet and Robin Slakhorst, directors, hereinafter to be called ”SBID”,
ContractFinancial Public Relations Agreement • July 8th, 2015 • Symbid Corp. • Services-advertising • New York
This FINANCIAL PUBLIC RELATIONS AGREEMENT (“Agreement”) is made and entered into as of July 1, 2015 (the “Effective Date”) by and between Symbid Corp., a Nevada Corporation (“Company”) and Dynasty Wealth, LLC, a Nevada Limited Liability Corporation (“Consultant”).
INTELLECTUAL PROPERTY SUBLICENSE AND TRANSFER AGREEMENT Parties: SYMBID HOLDING B.V. and SYMBID B.V.Intellectual Property Sublicense and Transfer Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
SYMBID HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its registered seat in Rotterdam, the Netherlands, having its business address at Van Vollenhovenstraat 56 A 03, 3016BK Rotterdam, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 58921575 ("Symbid Holding");
PLATFORM ACCOUNT CONTRACTAccount Contract • June 22nd, 2022 • Sincerity Applied Materials Holdings Corp. • Plastic material, synth resin/rubber, cellulos (no glass)
This Platform Account Contract (this “Agreement”) is a binding agreement between you (“User” or “you”) and SRAX, Inc., with an address at 2629 Townsgate Road, Suite 215, Westlake Village, CA 91361 (“Company”). This Agreement governs your use of the Platform (as defined below) made available to you by the Company, including through the Website (as defined below), and is effective as of the date of presentation and acceptance by you as set forth in the following paragraph (including through the Website and/or Platform). Each of Company and User may be referred to herein as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of ______, 2013, and is entered into by and among Symbid Corp. (formerly known as HapyKidz.com, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
Amendment No. 5 to Acquisition AgreementAcquisition Agreement • September 8th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec • New York
This Amendment No. 5 (the “Amendment”), is made and entered into as of September 1, 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, Amendment No. 2 thereto dated as of July 21, 2017, Amendment No. 3 thereto dated as of August 15, 2017, and Amendment No. 4 thereto dated as of August 23, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2016 • Symbid Corp. • Services-business services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of December 9, 2015 (the “Effective Date”), and is entered into by and among Symbid Corp., a Nevada corporation (the “Company”), and the Buyer set forth on the signature page affixed hereto (the “Buyer”).
ESCROW AGREEMENTEscrow Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising • New York
This Escrow Agreement (this “Agreement”) is entered into as of December 6, 2013, by and among Symbid Corp., a Nevada corporation (the “Parent”), Maarten Timmerman (the “Indemnification and Shareholder Representative”), and Gottbetter & Partners, LLP (the “Escrow Agent”). Undefined capitalized terms used in this Agreement shall have the meaning given to them in the Share Exchange Agreement, as defined below.
NOTE TERMINATION AND CONVERSION AGREEMENTNote Termination and Conversion Agreement • December 14th, 2016 • Symbid Corp. • Services-business services, nec
This Note Termination and Conversion Agreement (the “Agreement”) is made and entered into as of November 15, 2016 by and among Symbid Corp., a Nevada corporation with a place of business at Marconistraat 16, 3029 AK Rotterdam, The Netherlands (“SBID”), Symbid Coöperatie U.A., a variable interest Netherlands entity with a place of business at Marconistraat 16, 3029 AK Rotterdam, The Netherlands (“SC”) and XX, with a place of business at XX, The Netherlands (the “Noteholder”).
AMENDMENT NO. 1 to EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • November 19th, 2015 • Symbid Corp. • Services-business services, nec
AMENDMENT NO. 1 TO EMPLOYMENT SERVICES AGREEMENT dated as of November 16, 2015 (the “Amendment”) by and between Dick Kooij (the “Executive”) and Symbid Corp. (the “Company”).
AMENDMENT # 1 TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 20, 2017The 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”).
LICENSE AGREEMENTLicense Agreement • December 12th, 2013 • Symbid Corp. • Services-advertising
This License agreement (the “Agreement”) dated 13 April 2011, by and between, Symbid B.V., a private limited liability company organized under the laws of the Netherlands, with its principal place of business at Maliesingel 29, 3581 BJ Utrecht, the Netherlands (“Licensor”); and
