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 PURCHASE
WARRANT


SINCERITY APPLIED MATERIALS HOLDINGS CORP


 





	Warrant Shares: 1,600,000	Issuance Date: September 23, 2022
	 	 
	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
of the Company at its principal offices; and



 


		ii.	the payment to the Company of an amount equal to the aggregate Exercise Price for the
number of Shares being purchased.



 


		iii.	For each 200,000 warrant shares to be exercised, for the fully owned SINC subsidiary,
BDPPL (B D pacific Pty Ltd), a pair between the following Operational and Annual Net Earnings Growth must be found; and each criterion
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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 10. 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)


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	5	 



     


    

 


 





	 	Sincerity Applied Materials Holdings Corp


	 	 
	 	By: Yiwen (James) Zhang                
	 	Its: CEO                                               






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	6	 



     


    

 


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:


 


 








	 	 
	 	_____________________________________
	 	(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:_______________________


 


 





	 	_____________________________________________________
	 	(Signature must conform in all respects to name of Holder as specified
on the face of the Warrant)
	 	 
	 	 
	 	Address:______________________________________________
	 	 
	 	_____________________________________________________
	 	 
	 	 
	





	 
	 	 
	 	 
	 	 
	Signed in the presence of:	 
	 	 
	___________________________________	 






 


 


 


 


 


 


 


 





 


 


 


 


 


 


 


 


 






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