CHAIRMAN AGREEMENTChairman Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
WHEREAS, the Company has entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, supplemented or restated from time to time in accordance with the terms of such agreement, the “BCA”), by and among Lionheart III Corp, a Delaware corporation, Security Matters Limited, an Australian public company with Australian Company Number (ACN) 626 192 998 listed on the Australian Stock Exchange, the Company and Aryeh Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, in connection with the business combination set forth in the BCA; and
DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 T 212.335.4910 F 212.884.8510 W www.dlapiper.comEmpatan Public LTD Co • December 28th, 2022 • Misc industrial & commercial machinery & equipment
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”), executed on this [•] day of [•], by and between EMPATAN PUBLIC LIMITED COMPANY, a public limited company incorporated in Ireland with registered number 722009 and its affiliates (the “Company”), and THE IVY COMPANIES, INC., a Florida corporation with an address at [•] (“Contractor”).
Amendment I to Employment AgreementEmployment Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This agreement constitutes an amendment dated June 09, 2022, of that certain agreement (“Agreement”) entered into on April 25, 2021, by and between Security Matters Ltd., Israeli company number 51-512577-6 of Ketura, Israel (“Company”) and Limor Moshe Lotker, Israeli ID number 028019743 of 4 Bernstein cohen, Ramat Hasharon, Israel (“Employee”). Each a “Party” and, together, the “Parties”.
Employment AgreementEmployment Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This Agreement entered into on 25 April, 2021, by and between Security Matters Ltd., Israeli company number 51-512577-1 of Ketura, Israel (“Company”) and Limor Moshe Lotker, Israeli ID number 028019743 of 4 Bernshtein cohen, Ramat Hasharon, Israel (“Employee”). Each a “Party” and, together, the “Parties”.
True Gold R&D Services Agreement—Amendment ID Services Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This Amendment dated May 26, 2022 (“Amendment”), is to that certain agreement entered into on 16 November 2020 (“Agreement”), by and between Security Matters, Ltd an Israeli corporation PC #515125771 c/- K&L Gates, L25, 525 Collins Street, Melbourne, Victoria 3000 (“SMX”) and True Gold Consortium Pty Ltd ACN 641 483 374 of Suite 124, 341B Cambridge Street, Wembley Western Australia 6014 (“TrueGold”). Each a “Party” and, together, the “Parties”.
SERVICES AGREEMENTServices Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment • Victoria
THIS SERVICES AGREEMENT (“Agreement”) is entered on 16 June, 2021 (“Effective Date”) by and between Security Matters Limited, ACN 626 192 998 (“Contractor”) and True Gold Consortium Pty Ltd ACN 641 483 374 of 51B Marlow Street, Wembley WA 6014, Australia (“Company”). Each a “Party” and, collectively, the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This License Agreement (this “Agreement”) is entered into on January 1st, 2015 (the “Effective Date”), by and between Isorad Ltd., a company duly registered under the laws of Israel, PC # 520027475 located having a place of business at Soreq NRC, Yavne 810000, Israel (“Isorad”) and Security Matters, Ltd., an Israeli corporation PC # 515125771, having a place of business at Kibbutz Ketura, DN HevelEilot 8884000, Israel (“Company”). (Each of Isorad and the Company, a “Party”, and collectively the “Parties”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
THIS AMENDMENT TO LICENSE AGREEMENT (the “Amendment”) is made and entered into as of the 10th day of July, 2018 (“Amendment Effective Date”), by and between ISORAD LTD. (“Isorad”), and SECURITY MATTERS, LTD. (“Company”).
ContractEmpatan Public LTD Co • December 28th, 2022 • Misc industrial & commercial machinery & equipment
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SECURITY MATTERS LTD. IF PUBLICLY DISCLOSED.
Annex A — Terms of EngagementEmpatan Public LTD Co • December 28th, 2022 • Misc industrial & commercial machinery & equipment • Victoria
Annex A dated as of commencement of trading on NASDAQ of a company wholly holding (indirectly) the Company, to that certain agreement (“Agreement”) entered into as of the date executed, by and between Security Matters Ltd., Israeli company number 51-512577-1 of Ketura, Israel (“Company”) and Haggai Alon, Israeli ID number 025599838 of Naan, Israel (“Employee”).
ADDENDUM TO LICENSE AGREEMENTLicense Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
THIS ADDENDUM TO LICENSE AGREEMENT (the “Addendum”) is made and entered into as of the 30th day of April, 2019 (“Addendum Effective Date”), by and between ISORAD LTD. (“Isorad”), and SECURITY MATTERS, LTD. (“Company”).
ContractEmpatan Public LTD Co • December 28th, 2022 • Misc industrial & commercial machinery & equipment
FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
THIS ASSIGNMENT, ASSUMPTION and AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [ ], by and among (i) Lionheart III Corp, a Delaware corporation (the “SPAC”), (ii) SMX Public Limited Company (f/k/a Empatan Public Limited Company), a public limited company incorporated under the laws of Ireland (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
Employment AgreementEmployment Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This Agreement is entered into as of the date executed, (but with an effective date of 01 June, 2021), by and between Security Matters Ltd., Israeli company number 51-512577-1 of Ketura, Israel (“Company”) and Haggai Alon, Israeli ID number 025599838 of Naan, Israel (“Employee”). Each a “Party” and, together, the “Parties”.
SECURITY MATTERS LTD. - and - TRIFECTA INDUSTRIES INC. - and - NEWCO SHAREHOLDERS AGREEMENT April 30, 2019Shareholders Agreement • December 28th, 2022 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment • New York
WHEREAS the Company is to be formed under the laws of the State of Delaware to be equally held by Trifecta and Security Matters (or a company appointed by Security Matters and/or Trifecta, respectively);
