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SMX (Security Matters) plc – ‘20-F’ for 12/31/22 – ‘EX-4.35’

On:  Friday, 4/28/23, at 9:17pm ET   ·   As of:  5/1/23   ·   For:  12/31/22   ·   Accession #:  1493152-23-14803   ·   File #:  1-41639

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/23  SMX (Security Matters) plc        20-F       12/31/22  140:21M                                    M2 Compliance LLC/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML   3.79M 
                Non-Canadian Issuer                                              
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     99K 
                Liquidation or Succession                                        
 3: EX-4.10     Instrument Defining the Rights of Security Holders  HTML    173K 
 4: EX-4.33     Instrument Defining the Rights of Security Holders  HTML    209K 
 5: EX-4.34     Instrument Defining the Rights of Security Holders  HTML     56K 
 6: EX-4.35     Instrument Defining the Rights of Security Holders  HTML     56K 
 7: EX-4.36     Instrument Defining the Rights of Security Holders  HTML     56K 
 8: EX-4.37     Instrument Defining the Rights of Security Holders  HTML     58K 
 9: EX-4.38     Instrument Defining the Rights of Security Holders  HTML     56K 
10: EX-4.39     Instrument Defining the Rights of Security Holders  HTML     56K 
11: EX-4.40     Instrument Defining the Rights of Security Holders  HTML     56K 
12: EX-4.41     Instrument Defining the Rights of Security Holders  HTML     56K 
13: EX-4.42     Instrument Defining the Rights of Security Holders  HTML     56K 
14: EX-4.43     Instrument Defining the Rights of Security Holders  HTML     56K 
15: EX-4.44     Instrument Defining the Rights of Security Holders  HTML     73K 
16: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     58K 
17: EX-4.46     Instrument Defining the Rights of Security Holders  HTML     38K 
18: EX-4.47     Instrument Defining the Rights of Security Holders  HTML     40K 
19: EX-4.48     Instrument Defining the Rights of Security Holders  HTML     40K 
20: EX-4.49     Instrument Defining the Rights of Security Holders  HTML     40K 
21: EX-4.50     Instrument Defining the Rights of Security Holders  HTML     39K 
22: EX-4.51     Instrument Defining the Rights of Security Holders  HTML     39K 
23: EX-4.52     Instrument Defining the Rights of Security Holders  HTML     40K 
24: EX-4.53     Instrument Defining the Rights of Security Holders  HTML     40K 
25: EX-4.54     Instrument Defining the Rights of Security Holders  HTML     39K 
26: EX-4.55     Instrument Defining the Rights of Security Holders  HTML     38K 
27: EX-4.56     Instrument Defining the Rights of Security Holders  HTML     46K 
28: EX-4.57     Instrument Defining the Rights of Security Holders  HTML     38K 
29: EX-4.58     Instrument Defining the Rights of Security Holders  HTML     49K 
30: EX-4.59     Instrument Defining the Rights of Security Holders  HTML     49K 
31: EX-4.60     Instrument Defining the Rights of Security Holders  HTML     40K 
32: EX-4.61     Instrument Defining the Rights of Security Holders  HTML     50K 
33: EX-4.62     Instrument Defining the Rights of Security Holders  HTML     77K 
34: EX-4.63     Instrument Defining the Rights of Security Holders  HTML     35K 
39: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     35K 
40: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     35K 
35: EX-11.1     Statement re: the Computation of Earnings Per       HTML    102K 
                Share                                                            
36: EX-11.2     Statement re: the Computation of Earnings Per       HTML    116K 
                Share                                                            
37: EX-12.1     Statement re: the Computation of Ratios             HTML     39K 
38: EX-12.2     Statement re: the Computation of Ratios             HTML     39K 
41: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML    400K 
47: R1          Cover                                               HTML    121K 
48: R2          Consolidated Statements of Financial Position       HTML    115K 
49: R3          Consolidated Statements of Comprehensive Loss       HTML     92K 
50: R4          Consolidated Statements of Changes In Equity        HTML     69K 
51: R5          Consolidated Statements of Cash Flows               HTML     99K 
52: R6          General                                             HTML     50K 
53: R7          Significant Accounting Policies                     HTML    149K 
54: R8          Critical Accounting Estimates and Judgements        HTML     45K 
55: R9          Other Current Assets                                HTML     52K 
56: R10         Property and Equipment, Net                         HTML    227K 
57: R11         Convertible Note                                    HTML     44K 
58: R12         Investments in Associated Companies                 HTML     76K 
59: R13         Intangible Assets, Net                              HTML    119K 
60: R14         Leases                                              HTML    100K 
61: R15         Other Payables                                      HTML     56K 
62: R16         Borrowings From Related Parties                     HTML     62K 
63: R17         Bridge Loans and Derivative Financial Liability     HTML     72K 
64: R18         Shareholders? Equity                                HTML    184K 
65: R19         Research and Development Expenses, Net              HTML     65K 
66: R20         General and Administrative Expenses                 HTML     65K 
67: R21         Taxes on Income                                     HTML     65K 
68: R22         Loss Per Share                                      HTML     56K 
69: R23         Related Parties                                     HTML     76K 
70: R24         Government Grants                                   HTML     50K 
71: R25         Controlled Entities                                 HTML     57K 
72: R26         Commitments and Contingent Liabilities              HTML     53K 
73: R27         Financial Instruments and Risk Management           HTML    136K 
74: R28         Fair Value Measurement                              HTML     70K 
75: R29         Subsequent Events                                   HTML     83K 
76: R30         Significant Accounting Policies (Policies)          HTML    199K 
77: R31         Significant Accounting Policies (Tables)            HTML     44K 
78: R32         Other Current Assets (Tables)                       HTML     49K 
79: R33         Property and Equipment, Net (Tables)                HTML    224K 
80: R34         Investments in Associated Companies (Tables)        HTML     48K 
81: R35         Intangible Assets, Net (Tables)                     HTML    115K 
82: R36         Leases (Tables)                                     HTML     98K 
83: R37         Other Payables (Tables)                             HTML     53K 
84: R38         Borrowings From Related Parties (Tables)            HTML     51K 
85: R39         Shareholders? Equity (Tables)                       HTML    124K 
86: R40         Research and Development Expenses, Net (Tables)     HTML     64K 
87: R41         General and Administrative Expenses (Tables)        HTML     62K 
88: R42         Taxes on Income (Tables)                            HTML     61K 
89: R43         Loss Per Share (Tables)                             HTML     53K 
90: R44         Related Parties (Tables)                            HTML     76K 
91: R45         Government Grants (Tables)                          HTML     44K 
92: R46         Controlled Entities (Tables)                        HTML     53K 
93: R47         Financial Instruments and Risk Management (Tables)  HTML    125K 
94: R48         Fair Value Measurement (Tables)                     HTML     67K 
95: R49         General (Details Narrative)                         HTML     43K 
96: R50         Schedule of Depreciation Rates of Property, Plant   HTML     44K 
                and Equipment (Details)                                          
97: R51         Schedule of Other Current Assets (Details)          HTML     47K 
98: R52         Schedule of Other Receivables (Details)             HTML     38K 
                (Parenthetical)                                                  
99: R53         Schedule of Property, Plant and Equipment           HTML     91K 
                (Details)                                                        
100: R54         Convertible Note (Details Narrative)                HTML     60K  
101: R55         Schedule of Information About Consolidated          HTML     44K  
                Structured Entities (Details)                                    
102: R56         Investments in Associated Companies (Details        HTML     72K  
                Narrative)                                                       
103: R57         Summary of Intangible Assets Net (Details)          HTML     70K  
104: R58         Intangible Assets, Net (Details Narrative)          HTML     46K  
105: R59         Schedule of Right of Use Assets (Details)           HTML     52K  
106: R60         Schedule of Lease Liability (Details)               HTML     52K  
107: R61         Schedule of Carrying Amounts of Lease Liabilities   HTML     45K  
                Recognized in Profit or Loss (Details)                           
108: R62         Leases (Details Narrative)                          HTML     40K  
109: R63         Schedule of Other Payables (Details)                HTML     50K  
110: R64         Schedule of Borrowings From Related Parties         HTML     46K  
                (Details)                                                        
111: R65         Borrowings From Related Parties (Details            HTML     53K  
                Narrative)                                                       
112: R66         Bridge Loans and Derivative Financial Liability     HTML    120K  
                (Details Narrative)                                              
113: R67         Schedule of Ordinary Shares (Details)               HTML     43K  
114: R68         Schedule of Share Option Granted (Details)          HTML     55K  
115: R69         Schedule of Options to Employees Outstanding        HTML     71K  
                (Details)                                                        
116: R70         Shareholders? Equity (Details Narrative)            HTML    135K  
117: R71         Schedule of Research and Development Expense        HTML     60K  
                (Details)                                                        
118: R72         Schedule of General and Administrative Expenses     HTML     58K  
                (Details)                                                        
119: R73         Schedule of Components of Income Tax Expense        HTML     54K  
                (Details)                                                        
120: R74         Schedule of Components of Income Tax Expense        HTML     37K  
                (Details) (Parenthetical)                                        
121: R75         Taxes on Income (Details Narrative)                 HTML     39K  
122: R76         Schedule of Loss Per Share (Details)                HTML     48K  
123: R77         Schedule of Key Management Personnel (Details)      HTML     53K  
124: R78         Schedule of Balance With Related Parties (Details)  HTML     56K  
125: R79         Schedule of Government Grants (Details)             HTML     41K  
126: R80         Government Grants (Details Narrative)               HTML     40K  
127: R81         Schedule of Assets and Liabilities (Details)        HTML     48K  
128: R82         Commitments and Contingent Liabilities (Details     HTML     73K  
                Narrative)                                                       
129: R83         Schedule of Foreign Currency Risk (Details)         HTML     52K  
130: R84         Schedule of Sensitivity Analysis Profit and Other   HTML     40K  
                Equity (Details)                                                 
131: R85         Schedule of Financial Assets and Impact of Credit   HTML     49K  
                Exposure (Details)                                               
132: R86         Schedule of Undiscounted Financial Liabilities      HTML     67K  
                (Details)                                                        
133: R87         Schedule of Unobservable for Assets or Liability    HTML     49K  
                (Details)                                                        
134: R88         Schedule of Ordinary Shares (Details)               HTML     34K  
                (Parenthetical)                                                  
135: R89         Subsequent Events (Details Narrative)               HTML    258K  
138: XML         IDEA XML File -- Filing Summary                      XML    207K  
136: XML         XBRL Instance -- form20-f_htm                        XML   3.22M  
137: EXCEL       IDEA Workbook of Financial Reports                  XLSX    218K  
43: EX-101.CAL  XBRL Calculations -- smx-20221231_cal                XML    232K 
44: EX-101.DEF  XBRL Definitions -- smx-20221231_def                 XML   1.33M 
45: EX-101.LAB  XBRL Labels -- smx-20221231_lab                      XML   1.22M 
46: EX-101.PRE  XBRL Presentations -- smx-20221231_pre               XML   1.33M 
42: EX-101.SCH  XBRL Schema -- smx-20221231                          XSD    268K 
139: JSON        XBRL Instance as JSON Data -- MetaLinks              379±   564K  
140: ZIP         XBRL Zipped Folder -- 0001493152-23-014803-xbrl      Zip   3.69M  


‘EX-4.35’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 4.35

 

LOCK-UP AGREEMENT

 

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”).

 

Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement, dated as of July 26, 2022 (the “BCA”) by and among Security Matters Limited, an Australian public company with Australian Company Number (CAN) 626 192 998 listed on the Australian Stock Exchange (“SMX”), Lionheart III Corp, a Delaware corporation, the Company, and Aryeh Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company.

 

BACKGROUND

 

A. Pursuant to the BCA, the Holders will lock-up their respective Parent Ordinary Shares (the “Shares”) in accordance with the terms of the Agreement.

 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

 

AGREEMENT

 

1. Lock-Up.

 

(a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, or otherwise transfer or dispose of, directly or indirectly, any of the Shares, other than Shares transferred to a pledgee pursuant to a bona fide pledge after a default in the obligation secured by the pledge, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any of these transactions are to be settled by delivery of any Shares, or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any securities of the Company.

 

(b) In furtherance of the foregoing, during the Lock-up Period, the Company will (i) place an irrevocable stop order on all the Shares, including those which may be covered by a registration statement, and (ii) notify the Company’s transfer agent in writing of the stop order and the restrictions on the Shares under this Agreement and direct the Company’s transfer agent not to process any attempts by the Holder to resell or transfer any Shares, except in compliance with this Agreement.

 

(c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

 

(d) The “Lock-up Period” means the earlier of

 

i. (i) six months after the Closing Date and (ii) if, subsequent to the Closing Date, the Company’s consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property; provided that (a) 10% of the Shares shall be Unlocked Shares and (b) 25% of the Shares shall no longer be subject to the Lock-Up if the Company Ordinary Shares trade at or above $12.50 per share for twenty (20) Nasdaq Stock Market trading days in any 30-day period commencing after the Closing Date.

 

2. Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by Ophir Sternberg, Mr. Sternberg will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of Mr. Sternberg’s pecuniary interest therein.

 

 
 

 

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

 

3. Term. This Agreement shall automatically terminate upon the expiration of the Lock-Up Period. Upon termination of this Agreement, none of the parties hereto shall have any further obligations or liabilities under this Agreement; provided, that nothing in this Section 3 shall relieve any party hereto of liability for any willful material breach of this Agreement prior to its termination.

 

4. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the other that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is a binding and enforceable obligation of such party and, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the merits of its decision to enter into and deliver this Agreement, and such Holder confirms that it has not relied on the advice of the Company, the Company’s legal counsel, or any other person.

 

5. No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

 

6. Notices. Any notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

 

(a) If to the Company, to:

 

c/- Afik & Co. Attorneys and Notary

103 Hahashmonaim St.

Tel Aviv, Israel

Attention: Haggai Alon, CEO

Email: info@securitymattersltd.com

 

with copies to (which shall not constitute notice):

 

c/- Afik & Co. Attorneys and Notary

103 Hahashmonaim St.

Tel Aviv, Israel

Attention: Doron Afik, Esq.

Email: doron@afiklaw.com

 

(b) If to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which shall not constitute notice, to:

 

DLA Piper LLP (US)

2525 East Camelback Road

Esplanade II Suite 1000

Phoenix, AZ 85016

Attention: Steven D. Pidgeon

Email: steven.pidgeon@us.dlapiper.com

 

and

 

DLA Piper LLP (US)

200 South Biscayne Boulevard, Suite 2500

Miami, FL 33131

Attention: Joshua M. Samek, Esq.

Email: Joshua.Samek@us.dlapiper.com

 

or to such other address as any party may have furnished to the others in writing in accordance herewith.

 

2
 

 

7. Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

 

8. Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

 

9. Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by the Company and its successors and assigns.

 

10. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

 

11. Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto.

 

12. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

13. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

14. Injunctive Relief. Each of the parties to this Agreement hereby acknowledges that in the event of a breach by any such party of any material provision of this Agreement, the aggrieved party may be without an adequate remedy at law. Each of the parties thereto agrees that, in the event of a breach of any material provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings to enforce specific performance or to enjoin the continuing breach of such provision, as well as to obtain damages for breach of this Agreement. By seeking or obtaining any such relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled.

 

15. Governing Law; Jurisdiction. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware. Each of the parties hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware or, if (and only if) the Superior Court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, and any appellate courts therefrom. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

 

16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

 

17. Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provisions in the BCA, the terms of this Agreement shall control.

 

[Signature Page Follows]

 

3
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

  EMPATAN PUBLIC LIMITED COMPANY
   
  By: /s/ Doron Afik
  Name: Doron Afik
  Title: Attorney

 

[Signature Page to Lock-Up Agreement]

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

  HOLDER
   
 

/s/ Thomas Hawkins

 

Thomas Hawkins

   
  Address:
   
  300 Collins Avenue, Unit 4D
  Miami Beach, Florida 33139

 

[Signature Page to Lock-Up Agreement]

 

 


Dates Referenced Herein

This ‘20-F’ Filing    Date    Other Filings
Filed as of:5/1/23None on these Dates
Filed on:4/28/23
For Period end:12/31/22
7/26/22
 List all Filings 


31 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/03/24  SMX (Security Matters) plc        20-F/A     12/31/23   15:592K                                   M2 Compliance LLC/FA
 4/30/24  SMX (Security Matters) plc        20-F       12/31/23  112:16M                                    M2 Compliance LLC/FA
 4/22/24  SMX (Security Matters) plc        POS AM      4/19/24  109:15M                                    M2 Compliance LLC/FA
 4/22/24  SMX (Security Matters) plc        POS AM      4/19/24  109:15M                                    M2 Compliance LLC/FA
 4/22/24  SMX (Security Matters) plc        POS AM      4/19/24  109:16M                                    M2 Compliance LLC/FA
 4/22/24  SMX (Security Matters) plc        POS AM      4/19/24  109:16M                                    M2 Compliance LLC/FA
 3/11/24  SMX (Security Matters) plc        F-1/A                  2:1M                                     M2 Compliance LLC/FA
 3/07/24  SMX (Security Matters) plc        F-1/A                  3:1.1M                                   M2 Compliance LLC/FA
 2/29/24  SMX (Security Matters) plc        F-1                  112:17M                                    M2 Compliance LLC/FA
 2/28/24  SMX (Security Matters) plc        F-1                  112:17M                                    M2 Compliance LLC/FA
 2/14/24  SMX (Security Matters) plc        F-1/A                  3:1.3M                                   M2 Compliance LLC/FA
 2/08/24  SMX (Security Matters) plc        F-1/A                115:17M                                    M2 Compliance LLC/FA
 1/30/24  SMX (Security Matters) plc        F-1                  113:17M                                    M2 Compliance LLC/FA
 1/05/24  SMX (Security Matters) plc        F-1/A       1/04/24    2:1M                                     M2 Compliance LLC/FA
12/22/23  SMX (Security Matters) plc        F-1                  113:17M                                    M2 Compliance LLC/FA
12/22/23  SMX (Security Matters) plc        F-1                  114:18M                                    M2 Compliance LLC/FA
11/22/23  SMX (Security Matters) plc        F-1/A                  2:1.1M                                   M2 Compliance LLC/FA
11/13/23  SMX (Security Matters) plc        F-1/A                  2:1M                                     M2 Compliance LLC/FA
11/13/23  SMX (Security Matters) plc        F-1/A      11/09/23  112:17M                                    M2 Compliance LLC/FA
11/06/23  SMX (Security Matters) plc        F-1/A                114:16M                                    M2 Compliance LLC/FA
 9/29/23  SMX (Security Matters) plc        F-1                  106:14M                                    M2 Compliance LLC/FA
 9/20/23  SMX (Security Matters) plc        F-1                  105:13M                                    M2 Compliance LLC/FA
 9/14/23  SMX (Security Matters) plc        F-1/A                  2:278K                                   M2 Compliance LLC/FA
 9/06/23  SMX (Security Matters) plc        F-1                  107:14M                                    M2 Compliance LLC/FA
 6/22/23  SMX (Security Matters) plc        F-1/A                105:13M                                    M2 Compliance LLC/FA
 6/20/23  SMX (Security Matters) plc        F-1/A                110:14M                                    M2 Compliance LLC/FA
 6/13/23  SMX (Security Matters) plc        F-1/A                 12:1.6M                                   M2 Compliance LLC/FA
 6/07/23  SMX (Security Matters) plc        F-1                  105:13M                                    M2 Compliance LLC/FA
 5/17/23  SMX (Security Matters) plc        F-1/A                104:13M                                    M2 Compliance LLC/FA
 5/09/23  SMX (Security Matters) plc        DRS6/13/23    1:3.8M                                   M2 Compliance LLC/FA
 5/01/23  SMX (Security Matters) plc        F-1/A                  5:3.7M                                   M2 Compliance LLC/FA


9 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/23/23  SMX (Security Matters) plc        F-1/A                  6:6M                                     Donnelley … Solutions/FA
 3/17/23  SMX (Security Matters) plc        F-1                    6:6.1M                                   Donnelley … Solutions/FA
 3/13/23  SMX (Security Matters) plc        20-F        3/07/23    9:990K                                   Donnelley … Solutions/FA
 1/12/23  SMX (Security Matters) plc        F-4/A                 10:8.3M                                   Donnelley … Solutions/FA
12/28/22  SMX (Security Matters) plc        F-4/A                 25:20M                                    Donnelley … Solutions/FA
 9/06/22  SMX (Security Matters) plc        F-4                   13:7.5M                                   Donnelley … Solutions/FA
 7/29/22  Lionheart III Corp.               8-K/A:9     7/26/22   17:1.9M                                   Donnelley … Solutions/FA
11/09/21  Lionheart III Corp.               8-K:1,3,5,811/03/21   12:937K                                   Toppan Merrill/FA
 8/25/21  Lionheart III Corp.               S-1/A                 27:2.7M                                   Toppan Merrill/FA
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Filing Submission 0001493152-23-014803   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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