8-K
Sincerity Applied Materials Holdings Corp. (SINC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 27, 2022
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55475 | 45-2859440 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Suite 1105, Level11
370 Pitt Street
Sydney, New SouthWales, Australia 2000
(Address of Principal Executive Offices)
+61 421 007 277
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | SINC | OTC MARKET |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On September 27, 2022, we entered into an agreement with B D Pacific Pty Ltd. (“BDPPL” or the "Company"), a company
formed in Australia (ACN: 608 421 683) with its registered address at PO BOX 444, KENT TOWN DC SA 5071, Australia, pursuant to which we agree to acquire 100% of ownership with business performance-based warrants to the current shareholders and management.
We further agree to purchase additional 1000 newly issued shares of BDPPL at price of USD 500,000, which will be injected into the fully owned subsidiary, BDPPL, as working capital post-closing.
Current shareholder and director of BDPPL, Simon Rees, is expected to be appointed as our Chief Operating Officer post-closing, mainly in charge of our international business expansion.
The foregoing description of the agreements thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement which are included in this Current Report as Exhibits 10.1 and 10.2 respectively and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| 10.1 | Stock Purchase Agreement |
|---|---|
| 10.2 | Class A Warrant Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 27, 2022
| SINCERITY APPLIED MATERIALS HOLDINGS CORP. | |
|---|---|
| By: | /s/ Yiwen Zhang |
| Name:<br><br>Title: | Yiwen Zhang<br><br>Chief Executive Officer |
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is made and effective September 23^rd^,2022
| BETWEEN: | B D PPCIFIC PTY LTD (“BDPPL” or the "Company"), a company formed in Australia<br>(ACN: 608 421 683) with its registered address at PO BOX 444, KENT TOWN DC SA 5071; AND |
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| AND: | Simon Andrew Rees (“Selling Shareholder") who is the sole director and shareholder<br>of BDPPL. |
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| AND: | Sincerity Applied Materials Holdings Corp., (“SINC” or the "Purchaser"),<br>a companies organized and existing under the laws of the United States of America with its head office located at Suite 1105, Level 11,<br>370 Pitt Street, Sydney, NSW 2000, Australia |
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RECITALS
WHEREAS, the Selling Shareholder will sell to SINC [ 1,000 ] ordinary shares (“Sell Shares”) of BDPPL to SINC for a consideration of Five Hundred Thousands United States Dollars (USD500,000). BDPPL also will issue and sell to SINC [ 1,000 ] ordinary shares (“Sell Shares”) of BDPPL to SINC for a consideration of Five Hundred Thousands United States Dollars (USD500,000).
WHEREAS, BDPPL has an authorized share capital of 1,000 ordinary shares of AUD 1.0 par value of which 1,000 shares have been fully issued to the Selling Shareholder.
WHEREAS, SINC has an authorized share capital of 290,000,000 shares of USD .0001 par value common and Common “A” Stock; of which 27,507,498 shares of the Common “A” Stock have been issued at present.
WHEREAS, the Purchaser desires to purchase and the Selling Shareholder desires to sell [1,000] ordinary shares of BDPPL to SINC for a consideration of One Million United States Dolars (USD1,000,000), upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of Sell Shares aforementioned, it is hereby agreed as follows:
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| --- | | 1. | PURCHASE AND SALE | | --- | --- |
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Selling Shareholder shall sell, convey, transfer, and deliver to the Purchaser certificates representing such Sell Shares, and the Purchaser shall purchase from the Selling Shareholder the Sell Shares at the consideration as set forth in this Agreement. The certificates representing the Company's ordinary shares shall be duly endorsed for transfer or accompanied by appropriate bought and sold notes. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at the location noted in Appendix A attached.
| 2. | AMOUNT AND PAYMENT OF PURCHASE PRICE |
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The total consideration and method of payment thereof are fully set out in Appendix "A" attached hereto and made a part hereof.
| 3. | REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER AND PURCHASER |
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Selling Shareholder hereby warrants and represents:
| A. | Organization and Standing. Company is a company duly organized, validly existing and in good standing<br>under the laws of Australia and has the corporate power and authority to carry on its business as it is now being conducted. |
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| B. | Restrictions on Stock: |
| --- | --- |
| i. | The Selling Shareholder is not a party to any agreement, written or oral, creating rights in respect<br>to the Company's Stock in any third person or relating to the voting of the Company's Stock. |
| --- | --- |
| ii. | Selling Shareholder is the lawful owner of the Sell Shares, free and clear of all security interests,<br>liens, encumbrances, equities and other charges. |
| iii. | There are no existing warrants, options (except for the Management Share Option Scheme which is under<br>preparation), stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character<br>relating to the stock, nor are there any securities convertible into such stock outside of the note being issued attached to this agreement. |
| --- | --- |
| C. | Expectations and Milestones: |
| --- | --- |
| i. | BDPPL is expected to report USD 150,000 net earnings before tax in 2023, with 50% annual growth till<br>2026. |
| --- | --- |
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Purchaser hereby warrants and represents:
A. Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of Nevada in United States and has the corporate power and authority to carry on its business as it is now being conducted.
| 4. | REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER AND PURCHASER |
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Selling Shareholder and Purchaser hereby represent and warrant that there has been no act or omission by Selling Shareholder, Purchaser or the Fund which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
| 5. | ENTIRE AGREEMENT |
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This Agreement (including the Appendices hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
| 6. | SECTIONS AND OTHER HEADINGS |
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The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
| 7. | GOVERNING LAW |
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This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to submit to the jurisdiction and venue of a court located in Nevada.
| 8. | ATTORNEY’S FEES |
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In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.
| Sincerity Applied Materials Holdings Corp | PURCHASER |
|---|---|
| Authorized Signature | |
| _________________________________________ | |
| Yiwen (James) Zhang, CEO & Chairman | |
| Simon Andrew Rees | SELLING SHAREHOLDER |
| simon rees | |
| Authorized Signature | |
| _________________________________________ | |
| Simon Andrew Rees | |
| B D Pacific Pty Ltd | The COMPANY (BDPPL) |
| simon rees | |
| Authorized Signature | |
| _________________________________________ | |
| Simon Andrew Rees, Director |
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APPENDIX A AMOUNT AND PAYMENTOF PURCHASE PRICE
| 1. | CONSIDERATION |
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The Purchaser shall pay to the Selling Shareholder USD500,000 in form of a warrant (Appendix B) and the Selling Shareholder shall transfer/allot a total of 1,000 common shares of BDPPL to the Purchaser.
The Purchaser shall pay to BDPPL USD 500,000 and BDPPL shall issue a total of 1,000 common shares of BDPPL to the Purchaser.
| 2. | CLOSING & PAYMENT |
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The Purchaser agrees to purchase 1,000 ordinary shares of BDPPL in form of a USD 500,000 Warrant.
The Purchaser further agrees to purchase additional 1,000 newly issued ordinary shares of BDPPL at USD 500 per share.
The location of the Closing of the transaction shall be determined by both parties.
| 3. | TARGET ACQUISITIONS BY BDPPL |
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SINC and BDPPL have identified certain acquisition and investment targets that should be part of the SINC global business platform. It is expected that upon receipt of no less than US$500,000 from SINC from the purchase of Ordinary Shares, BDPPL shall make investments in Australia & New Zealand, and USA subject to accomplishments of certain milestones to be defined and agreed between BDPPL and acquisition candidates
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Exhibit 10.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASEWARRANT
SINCERITY APPLIED MATERIALS HOLDINGS CORP
| Warrant Shares: 1,600,000 | Issuance Date: September 23, 2022 |
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| Warrant No: 2201 |
This Warrant is issued to Simon Andrew Rees, by Sincerity Applied Materials Holdings Corp, a companies organized and existing under the laws of the United States of America with its head office located at Suite 1105, Level 11, 370 Pitt Street, Sydney, NSW 2000, Australia
1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to 1,600,000 fully paid and nonassessable shares of the Company’s Common Stock (each a “Share” and collectively the “Shares”) at an exercise price of $0.1 per Share (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).
2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 5 p.m. New York time on September 24, 2025(the “Exercise Period”).
3. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be affected by:
| i. | the surrender of the Warrant, together with a notice of exercise to the Secretary<br>of the Company at its principal offices; and |
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| ii. | the payment to the Company of an amount equal to the aggregate Exercise Price for the<br>number of Shares being purchased. |
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| iii. | For each 200,000 warrant shares to be exercised, for the fully owned SINC subsidiary,<br>BDPPL (B D pacific Pty Ltd), a pair between the following Operational and Annual Net Earnings Growth must be found; and each criterion<br>cannot be paired more than once. |
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| --- | | Operational | Annual Net Earnings Growth | | --- | --- | | Gross margin > 20% for 4 consecutive quarters | 15.00% | | Gross margin > 30% for 4 consecutive quarters | 20.00% | | Annual Revenue > 1 million USD | 25.00% | | Annual Revenue > 1.5 million USD | 30.00% | | Annual Revenue > 3 million USD | 35.00% | | Annual Net Earning > 100K USD | 40.00% | | Annual Net Earning > 200K USD | 45.00% | | Annual Net Earning >300K USD | 50.00% |
4. Certificates for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice. Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein.
5. Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this warrant.
6. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.
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(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.
(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.
7. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.
8. Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
9. Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:
(a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.
(b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.
(c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.
(d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.
(e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.
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- Restrictive Legend.
The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:
(i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.
(ii) THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS IN ACCORDANCE WITH SUCH AGREEMENT.
11. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 11, this Warrant and all rights hereunder are transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11 that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant or the Shares transferred in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required. In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.
12. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
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13. Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder’s address as set forth on the Schedule of Investors to the Note Purchase Agreement, and (ii) if to the Company, at the address of its principal corporate offices (attention: President), with a copy to james@sincerityplastics.com (which copy shall not be deemed to constitute notice to the Company) or at such other address as a party may designate by ten days advance written notice to the other party pursuant to the provisions above.
14. Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of New York, without regard to the conflicts of law provisions of New York or of any other state.
15. Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.
(Signature Page Follows)
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| --- | | Sincerity Applied Materials Holdings Corp | | --- | | By: Yiwen (James) Zhang | | Its: CEO |
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EXHIBIT A
NOTICE OF EXERCISE
TO: Sincerity Applied Materials Holdings Corp
Suite 1105, Level 11
370 Pitt Street
Sydney, NSW 2000
Australia
Attention: President
1. The undersigned hereby elects to purchase __________________shares of Common Stock of Sincerity Applied Materials Holdings Corp (the “Shares”) pursuant to the terms of the attached Warrant.
2. The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.
3. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:
| _____________________________________ |
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| (Name) |
| _____________________________________ |
| _____________________________________ |
| (Address) |
4. The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 9 of the attached Warrant (including Section 9(e) thereof) are true and correct as of the date hereof.
| _____________________________________ | |
|---|---|
| (Signature) | |
| (Name) | |
| ______________________________________ | _____________________________________ |
| (Date) | (Title) |
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EXHIBIT B
FORM OF TRANSFER
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the attached Warrant to purchase ______________shares of Common Stock of Sincerity Applied Materials Holdings Corp to which the attached Warrant relates, and appoints _______________________Attorney to transfer such right on the books of Sincerity Applied Materials Holdings Corp, with full power of substitution in the premises.
Dated:_______________________
| _____________________________________________________ | |
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| (Signature must conform in all respects to name of Holder as specified<br>on the face of the Warrant) | |
| Address:______________________________________________ | |
| _____________________________________________________ | |
| Signed in the presence of: | |
| ___________________________________ |
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