SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 11, 2024, between SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PIPE PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANYSMX (Security Matters) Public LTD Co • September 16th, 2024 • Misc industrial & commercial machinery & equipment • New York
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”) , to subscribe for and purchase from SMX (Security Matters) Public Limited Company, an Irish corporation (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
Re: SMX | PIPE Offering | Placement Agent AgreementPersonal and Confidential • September 16th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by SMX (Security Matters) Public Limited Company (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its Ordinary Shares and warrants to purchase its Ordinary Shares (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company
SERIES A PIPE COMMON WARRANT TO PURCHASE ORDINARY SHARES SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANYSMX (Security Matters) Public LTD Co • September 16th, 2024 • Misc industrial & commercial machinery & equipment • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on March 12, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SMX (Security Matters) Public Limited Company, an Irish corporation (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
SMX (Security Matters) Public Limited Company – Lock-up Agreement September 11, 2024Lock-Up Agreement • September 16th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
The undersigned understands that SMX (Security Matters) Public Limited Company, an Irish corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 11, 2024 with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of Ordinary Shares, $0.165 par value per share, of the Company (“Shares”), warrants and pre-funded warrants (together, “Warrants”) to purchase Ordinary Shares, and in connection therewith, to enter into a registration rights agreement with the Investors.
