11,500,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2021 • Lionheart III Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between LIONHEART III CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Lionheart III Corp, a Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Lionheart III Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Lionheart III Corp, a Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 29th, 2022 • Lionheart III Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2022, by and between the undersigned (the “Holder”) and Empatan Public Limited Company, a public limited company incorporated in Ireland with registered number 722009 (the “Company”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Lionheart III Corp, a Delaware corporation (the “Company”), Nomura Securities International, Inc. (“Nomura”) and Northland Securities, Inc. (each, a “Subscriber” and together, the “Subscribers”).
Re: Initial Public OfferingUnderwriting Agreement • October 27th, 2021 • Lionheart III Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (and up to an additional 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2023 • Lionheart III Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of February 23, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LIONHEART III CORP, a company incorporated under the laws of the State of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), Empatan Public Limited Company, a public limited company organized under the laws of Ireland (the “Parent”), pursuant to the transactions contemplated by that certain (i) Business Combination Agreement (as it may be amended or supplemented from time to time, the “BCA”), by and among the Company, the Parent, Security Matters Limited, a publicly traded company on the Australian Securities Exchange (“SMX”), and Aryeh Merger Sub, Inc., a company incorporated under the laws of the State of Delaware (“Merger Sub”) and a wholly owned subsidiary of the Parent, pursua
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2022 • Lionheart III Corp • Blank checks • New York
THIS FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among Empatan Public Limited Company, a public limited company incorporated in Ireland (“Parent”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned parties listed under Original Holder on Schedule A hereto and each of the undersigned parties listed under Additional Holder on Schedule A hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENTPrivate Placement Securities Subscription Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
This PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the “Subscriber”).
RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENTReciprocal Standby Equity Purchase Agreement • March 1st, 2023 • Lionheart III Corp • Blank checks • New York
THIS RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 23, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and Lionheart III Corp, a company incorporated under the laws of the State of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), Empatan Public Limited Company, a public limited company organized under the laws of Ireland (the “Parent”), pursuant to the transactions contemplated by that certain (i) Business Combination Agreement (as it may be amended or supplemented from time to time, the “BCA”), by and among the Company, the Parent, Security Matters Limited, a publicly traded company on the Australian Securities Exchange (“SMX”), and Aryeh Merger Sub, Inc., a company incorporated under the laws of the State of Delaware (“Merger Sub”) and a wholly owned subsidiary of the
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 14th, 2022 • Lionheart III Corp • Blank checks • Delaware
This Indemnification Agreement, dated as of 3/30/2022|4:03 PDT, is made by and between LIONHEART III CORP, a Delaware corporation (the “Company”) and FAQUIRY DIAZ (the “Indemnitee”), an “agent” (as hereinafter defined) of the Company.
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and among Lionheart III Corp, a Delaware corporation (the “Company, Nomura Securities International, Inc. (“Nomura”), Northland Securities, Inc. and Drexel Hamilton, LLC (each, a “Subscriber” and together, the “Subscribers”).
BUSINESS COMBINATION AGREEMENT by and among LIONHEART III CORP, SECURITY MATTERS LIMITED, EMPATAN PUBLIC LIMITED COMPANY, AND ARYEH MERGER SUB, INC. Dated as of July 26, 2022Business Combination Agreement • July 29th, 2022 • Lionheart III Corp • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of July 26, 2022 (this “Agreement”), by and among Lionheart III Corp, a Delaware corporation (“SPAC”), Security Matters Limited, an Australian public company with Australian Company Number (ACN) 626 192 998 listed on the Australian Stock Exchange (the “Company”), Empatan Public Limited Company, a public limited company incorporated in Ireland with registered number 722009 (“Parent”), and Aryeh Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, and together with SPAC, the Company and Parent, collectively, the “Parties” and each a “Party”).
Re: Initial Public OfferingUnderwriting Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (and up to an additional 1,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Of
LIONHEART III CORPAdministrative Support Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
This letter agreement by and between Lionheart III Corp (the “Company”) and Lionheart Equities, LLC (“Equities”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Re: Sponsor AgreementSponsor Agreement • July 29th, 2022 • Lionheart III Corp • Blank checks • New York
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with (a) that certain Business Combination Agreement, dated as of the date hereof (the “BCA”), by and among Lionheart III Corp, a Delaware corporation (“SPAC”), Security Matters Limited, an Australian public company with Australian Company Number (ACN) 626 192 998 listed on the Australian Stock Exchange (the “Company”), Empatan Public Limited Company, a public limited company incorporated in Ireland with registered number 722009 (“Parent”), and Aryeh Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (b) that certain Scheme Implementation Deed (the “SID”) by and among SPAC, the Company and Parent, dated as of the date hereof, and (c) the transactions relating to and contemplated by the BCA and the SID (the foregoing transactions, collectively, the “Business Combination”).
LIONHEART III CORPAdministrative Support Agreement • November 9th, 2021 • Lionheart III Corp • Blank checks • New York
This letter agreement by and between Lionheart III Corp (the “Company”) and Lionheart Equities, LLC (“Equities”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractScheme Implementation Deed • July 29th, 2022 • Lionheart III Corp • Blank checks
VOTING AGREEMENTVoting Agreement • July 29th, 2022 • Lionheart III Corp • Blank checks • Delaware
THIS VOTING AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Agreement”), dated as of [__], 2022 (the “Effective Date”), is made by and among (i) Empatan Public Limited Company, a public limited company incorporated in Ireland with registered number 722009 (the “Company”); (ii) Ophir Sternberg; (iii) Faquiry Diaz Cala; [(iv) [ ] (together with Mr. Sternberg and Mr. Diaz Cala, the “Lionheart Holders”)]1; [(v)] Haggai Alon; [and (vi) [ ] (together with Mr. Alon the “SMX Holders” and collectively with the Lionheart Holders, the “Shareholders”)]2. Each of the Company and the Shareholders may be referred to herein as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks
We hereby subscribe for two million eight hundred seventy-five thousand (2,875,000) shares (the “Shares”) of common stock of the Company. In consideration for the issue of the Shares, we hereby agree and undertake to pay $25,000.00 to the Company.
