RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENTReciprocal Standby Equity Purchase Agreement • March 13th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • 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
SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 13th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
This Note is being issued pursuant to Section 3.01 of the Reciprocal Standby Equity Purchase Agreement, dated February 23, 2023 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the Investor.
