EXHIBIT J REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
REGISTRATION RIGHTS AGREEMENT (this “Agreement”‘), dated as of September 5, 2023, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, an Irish public limited company (the “Company”), and [INSTITUTION], a Saint Kitts and Nevis company (together with it permitted assigns and as further defined below, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement, Promissory Note and Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement” (as defined below).
RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENTEquity 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
UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 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:
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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2024 • 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 LLC (hereinafter referred to as “you” (including its correlatives)), acting as the sole underwriter (the “Underwriter”), as follows:
THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN...Securities Purchase Agreement • September 6th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Nevis
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2023, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, an Irish public limited company, with principal executive offices located at Mespil Business Centre, Mespil House Sussex Road, Dublin 4, Ireland (the “Borrower”), and [INSTITUTION], a company domiciled and registered in Saint Kitts and Nevis (the “Investor” or “Buyer”). [INSTITUTION] is acting in association with Benchmark Investments, LLC. Benchmark Investments, is the placement agent for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA (as defined below). Certain capitalized terms used in this Agreement are defined below.
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”).
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
ORDINARY SHARE PURCHASE WARRANTSMX (Security Matters) Public LTD Co • September 6th, 2023 • Misc industrial & commercial machinery & equipment
This ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the Note (as defined in the Securities Purchase Agreement (as defined below)) to [INSTITUTION], a Saint Kitts and Nevis Company (including any permitted and registered assigns, the “Buyer” or “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 date of issuance hereof, to purchase from SMX (Security Matters) Public Limited Company, an Irish corporation (the “Company”), 3,929,051 Ordinary Shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain Securities Purchase Agreement dated as of September 5, 2023, by and among the Company and the Buyer (the “S
CHAIRMAN AGREEMENTChairman Agreement • January 12th, 2023 • 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 • January 12th, 2023 • Misc industrial & commercial machinery & equipment
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 12th, 2023 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”), executed on this 26th day of July 2022, 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”).
Convertible Promissory NoteSMX (Security Matters) Public LTD Co • June 13th, 2023 • 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.
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.
ContractSMX (Security Matters) Public LTD Co • June 27th, 2023 • 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 JUNE 27, 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.
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 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”.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • January 12th, 2023 • Empatan Public LTD Co • Misc industrial & commercial machinery & equipment
This Amended and Restated License Agreement (this “Agreement”) is entered into on January 2, 2023 (the “Effective Date”), by and between (i) 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 (ii) Security Matters, Ltd., an Israeli corporation PC # 515125771, having a place of business at Kibbutz Ketura, DN HevelEilot 8884000, Israel (“SM Israel”); Security Matters Limited an Australian public company (“SMX”) and Empatan Public Limited Company, a public limited company incorporated in Ireland (“Empatan”) (jointly and severally, the “Company”). Each of Isorad and the Company, a “Party”, and collectively the “Parties”).
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is dated this 15th DAY OF FEBRUARY 2024Consulting Agreement • February 23rd, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • British Columbia
INVESTMENT AGREEMENTInvestment Agreement • October 10th, 2023 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
This investment agreement (“Agreement”) is entered into as of 3 October 2023, by and between Security Matters PTY Ltd. (ACN 626 192 998) (“SMX”) and True Gold Consortium Pty Ltd ACN 641 483 374 (“TG”), (each of SMX and TG individually, a “Party”, and both collectively, 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”.
Employment AgreementEmployment Agreement • March 4th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
This Agreement entered into on December 23, 2023, by and between Security Matters Ltd., Israeli company number 51-512577-1 of Ketura, Israel (“Company”) and Ofira Bar, Israeli ID number 040566465 of 1Chimovitch street, Kfar Saba, Israel (“Employee”). 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.”
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.
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.
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
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.
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”).
CONVERSION AND EXCHANGE RIGHTS AGREEMENTConversion and Exchange Rights Agreement • January 25th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
CONVERSION AND EXCHANGE RIGHTS AGREEMENT (this “Agreement”) executed December 31, 2023, with respect to that certain Binding Terms of Agreement accepted and agreed to in the date written on Annex A, and other documents related thereto (together, the “Binding Terms”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC) , and the person stipulated in Annex A as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Binding Terms. Unless and until Annex A is further executed and delivered by the parties hereto, this Agreement and the Annex A shall be of no force or effect on the parties.
