UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
The undersigned, SMX (Security Matters) Public Limited Company, a public company incorporated under the laws of Ireland (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives)), acting as the sole underwriter (the “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • June 13th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June [__], 2023, is entered into by and between SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Convertible Promissory NoteConvertible Promissory Note • June 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.
ContractOrdinary Shares Warrant • June 13th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [__], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC.
