Empatan Public LTD Co Sample Contracts
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”).
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:
EXHIBIT G REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
REGISTRATION RIGHTS AGREEMENT (this “Agreement”‘), dated as of July 19, 2024, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, an Irish public limited company (the “Company”), and GENERATING ALPHA LTD., 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).
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 COMPANYSecurities Agreement • September 16th, 2024 • SMX (Security Matters) Public LTD Co • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2025 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2025, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, a company incorporated pursuant to the laws of Ireland, with its address at Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland, D04 T4A6 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).
Re: SMX | PIPE Offering | Placement Agent AgreementPlacement Agent Agreement • 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
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:
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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 18th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Nevis
This STOCK PURCHASE AGREEMENT is dated as of the 19th day of April 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, an Irish public limited company (the “Company”).
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.
Securities Purchase AgreementSecurities Purchase Agreement • July 26th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Nevis
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 19, 2024, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED., an Irish corporation, with principal executive offices located at Mespil Business Centre, Mespil House Sussex Road, Dublin 4, Ireland (the “Company” or “Borrower” ), and GENERATING ALPHA LTD., a company domiciled and registered in Saint Kitts and Nevis (the “Investor”, “Buyer” or “Lender”). Generating Alpha Ltd. is acting in association with Dawson James Securities Inc. Dawson James Securities Inc. 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.
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”).
SERIES B PIPE COMMON WARRANT TO PURCHASE ORDINARY SHARES SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANYSecurities Purchase Agreement • September 16th, 2024 • SMX (Security Matters) Public LTD Co • 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 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 a maximum of [●]1 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.
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
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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 2, 2024, by and between SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY, an Ireland public limited company, with its address at Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, Ireland, D04 T4A6 (the “Company”), and each purchaser identified on the signature page(s) hereto (the “Buyer”).
ORDINARY SHARE PURCHASE WARRANTOrdinary Share Purchase Warrant • September 6th, 2023 • SMX (Security Matters) Public LTD Co • 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
CONVERSION AND EXCHANGE RIGHTS AGREEMENTConversion and Exchange Rights Agreement • July 9th, 2024 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment
CONVERSION AND EXCHANGE RIGHTS AGREEMENT (this “Agreement”) dated June 27, 2024, with respect to that debt stipulated on Annex A (together, the “Binding Terms”), by and between Security Matters Limited, SMX (Security Matters) PLC (“SMX”), 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.
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.comBusiness Combination Agreement • January 12th, 2023 • Empatan Public LTD Co • 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 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.
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 AGREEMENTRsu 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 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”.
May 6, 2025 SMX (Security Matters) PLC Mespil Business Centre, Mespil House Sussex Road, Dublin 4, Ireland D04 T4A6 Attn: Haggai Alon, Chief Executive Officer RE: $5,500,000 Offering Dear Mr. Alon,Placement Agent Agreement • May 8th, 2025 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Florida
This letter agreement (the “Agreement”) confirms the engagement of RBW Capital Partners LLC (together with its affiliates “RBW”) and Dawson James Securities, Inc. or RBW designated broker-dealer (together with RBW, the “Placement Agent”) by SMX (Security Matters) PLC (the “Company”), to serve as placement agent in connection with the proposed private or public offering (the “Offering”) of ordinary shares, par value US$0.00000000000001, of the Company (the “Securities”) during the Term (as defined herein) of this Agreement. The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Placement Agent. It is currently being contemplated that the Offering will raise gross proceeds of up to approximately U.S. dollars $5,500,000. Nothing herein implies that Placement Agent would have the power or authority to bind the Company to a transaction, and nothing herein implies that the Company shall have an obligation to issue any Secu
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”).
AMENDMENT AND ADDENDUM TO STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 11th, 2025 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • New York
THIS AMENDMENT AND ADDENDUM TO STANDBY EQUIT PURCHASE AGREEMENT (this “Amendment”) is made as of December 9, 2025 (the “Amendment Date”), by and among SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”), and each Investor, and the Additional Investor, identified on the signature pages hereto (each, including its successors and assigns, each an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2025 • SMX (Security Matters) Public LTD Co • Misc industrial & commercial machinery & equipment • Arizona
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 7, 2025 (the “Effective Date”), by and between SMX (Security Matters) Public Limited Company, an Irish public limited company (the “Company”) and the individual or entity named on signature pages attached hereto (each such individual or entity, individually, an “Investor” and all of such individuals or entities, collectively, the “Investors”).
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”.