LOCK-UP AGREEMENTLock-Up Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 23,2023, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2023, 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”).
CONVERSION AND EXCHANGE RIGHTS AGREEMENTConversion and Exchange Rights Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
CONVERSION AND EXCHANGE RIGHTS AGREEMENT (this “Agreement”) executed as of this 01 day of March 2023 (the “Execution Date”) but effective only as of the Effective Date (as defined below), with respect to that certain Binding Terms of Agreement accepted and agreed to as of December 20, 2022, and other documents related thereto (together, the “Binding Terms”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC) , and Mulloway Pty Ltd. as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Binding Terms.
SMX (Security Matters) Public Limited Company OPTION AWARD AGREEMENTOption Award Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
SMX (Security Matters) Public Limited Company, a public limited company incorporated in Ireland with registered number 722009, or any successor thereto (the “Company”), pursuant to the terms of the SMX Public Limited Company 2022 Incentive Equity Plan (the “Plan”) and the Option Award attached to this Option Award Agreement, hereby grants to the individual named below the right to acquire the number of shares of the Company’s Shares also as is set forth below. The terms of this Option Award Agreement are subject to all of the provisions of the Plan and the attached Option Award, with such provisions being incorporated herein by reference.
SMX (Security Matters) Public Limited Company RSU AWARD AGREEMENTAgreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
SMX (Security Matters) Public Limited Company, a public limited company incorporated in Ireland with registered number 722009, or any successor thereto (the “Company”), pursuant to the terms of the SMX Public Limited Company 2022 Incentive Equity Plan (the “Plan”) and the RSU Award attached to this RSU Award Agreement, hereby grants to the individual named below the right to receive the number of shares of the Company’s Shares on a deferred basis, also as is set forth below. The terms of this RSU Award Agreement are subject to all of the provisions of the Plan and the attached RSU Award, with such provisions being incorporated herein by reference.
AMENDMENT TO BINDING TERMS OF AGREEMENTBinding Terms of Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain 10% Secured Notes accepted and agreed to as of December 29, 2022, and other documents related thereto (together, the “Secured Notes”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Harold Charles Mitchell as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Secured Notes.
AMENDMENT TO 10% SECURED NOTESSMX (Security Matters) Public LTD Co • May 1st, 2023 • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain 10% Secured Notes accepted and agreed to as of December 20, 2022, and other documents related thereto (together, the “Secured Notes”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Mulloway Pty Ltd. as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Secured Notes.
AMENDMENT TO 10% SECURED BRIDGE NOTESSMX (Security Matters) Public LTD Co • May 1st, 2023 • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain 10% Secured Bridge Notes accepted and agreed to as of January 31, 2023, and other documents related thereto (together, the “Secured Notes”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Kyle Hoffman as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Secured Notes.
AMENDMENT TO 10% SECURED NOTES DUE JULY 1sT, 2023SMX (Security Matters) Public LTD Co • May 1st, 2023 • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain 10% Secured Notes due July 1st, 2023 accepted and agreed to as of December 28, 2022, and other documents related thereto (together, the “Secured Note”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and M.h.m. Fasteners Ltd. as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Secured Note.
AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
AMENDMENT (“Amendment”) dated as of March 2, 2023 (the “Effective Date”) with respect to that certain (a) loan agreement dated September 7, 2015, as amended June 28, 2018 and August 15, 2022 and February 9, 2023 (approved February 19, 2023) (“Degania Loan Agreement”), by and between Degania A. Business Agricultural Cooperative Society 57-004305-9 and Degania A. Business Agricultural Cooperative Society 57-004305-9 (together, “Degania”) and Kamea - United Kibbutz Movement Ltd. (C.I.C.) Company number 51-147730-9 (“Lender”) and (b) loan agreement dated September 7, 2015 as amended June 28, 2018 and August 15, 2022. February 9, 2023 (approved February 19, 2023) (“Ketura Loan Agreement”, and together with the Degania Loan Agreement, and other documents related thereto, the “Loan Agreements”), by and between Energy Ketura Coop A/C, Israeli corporation number 57-005677-0 and Kibbutz Ketura no. 57-002269-9 (together. “Ketura”) and Lender. Capitalized terms used herein and not otherwise define
AMENDMENT TO BINDING TERMS OF AGREEMENTBinding Terms of Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain Binding Terms of Agreement accepted and agreed to as of November 13, 2022, and other documents related thereto (together, the “Binding Terms”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Capital Ltd. as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Binding Terms.
AMENDMENT TO BINDING TERMS OF AGREEMENTBinding Terms of Agreement • May 1st, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain Binding Terms of Agreement accepted and agreed to as of November 14, 2022, and other documents related thereto (together, the “Binding Terms”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Amos Rabber as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Binding Terms.
AMENDMENT TO 10% SECURED NOTESSMX (Security Matters) Public LTD Co • May 1st, 2023 • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain 10% Secured Notes accepted and agreed to as of December 20, 2022, and other documents related thereto (together, the “Secured Note”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Basset Pension Fund Pty Ltd. as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Secured Note.
