Amendment No. 5 dated September 1, 2017 to Acquisition Agreement, dated as of June 5, 2017, as amended by Amendment No 1 on July 7, 2017, Amendment No 2 on July 21, 2017, Amendment No. 3 on August 15, 2017, and Amendment No. 4 on August 23, 2017 by and among the Company, Sincerity Australia Pty Ltd and the sole shareholder/member of Sincerity Australia Pty Ltd

 

 

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.

 

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: