**
**Exhibit 4.27**

**Execution Version**

**RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENT**

**THIS RECIPROCAL STANDBY EQUITY PURCHASE AGREEMENT**(this “Agreement”) dated as of February 23, 2023 is made by andbetween **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”). Forpurposes 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 awholly owned subsidiary of the Parent, pursuant to which, upon the terms and subject to the conditions contained therein, Merger Sub shall be merged with and into the Company, with the Company continuing as a wholly owned subsidiary of the Parent;and (ii) that certain scheme implementation deed (“SID”) by and among the Company, SMX and Parent, resulting in SMX becoming a wholly owned subsidiary of the Parent. The transactions contemplated by the BCA and the SID(collectively, the “Business Combination”). In connection with the Business Combination, the Parent will change its corporate name to “SMX (Security Matters) PLC.” The business combination and the other transactionsdescribed in the BCA and the SID are collectively referred to herein as the “Business Combination.” The Investor and the Company may be referred to herein individually as a “Party” and collectively as the“Parties.” 

**WHEREAS**, the parties desire that, upon the terms and subject to the conditions contained herein, the Company,upon the closing of the Business Combination shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $25 million of the Company’s ordinaryshares, par value $0.0001 per share (the “Common Shares”); and 

**WHEREAS**, the offer and sale of the Common Sharesissuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from theregistration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder; and 

**WHEREAS**, the parties are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto(the “Registration Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forththerein. 

**NOW**, **THEREFORE**, the parties hereto agree as follows: 
**

**Article I. Certain Definitions**

Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or asotherwise set forth in this Agreement. 

**Article II. Advances**

Section 2.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, atits sole discretion, shall have the right, but not the obligation (except pursuant to an Investor Notice), to issue and sell to the Investor, and the Investor shall purchase from the Company, Advance Shares by the delivery to the Investor of AdvanceNotices on the following terms: 

 
 (a)
Advance Notice. At any time during the Commitment Period the Company may require the Investor topurchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex II, and in accordance with the following provisions: 

 
 (i)
The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the MaximumAdvance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice. 

 
 (ii)
Except pursuant to an Investor Notice, there shall be no mandatory minimum Advances and there shall be no non-usages fee for not utilizing the Commitment Amount or any part thereof. 

 
 (iii)
Except pursuant to an Investor Notice, the Company shall not deliver any Advance Notices while any balanceremaining outstanding under a Promissory Note, without the consent of the Investor. 

 
 (b)
Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with theinstructions set forth on the bottom of Exhibit A attached hereto. An Advance Notice selecting an Option 1 Pricing Period shall only be delivered on a Trading Day and shall be deemed delivered on the day such notice is received by e-mail. An Advance Notice selecting an Option 2 Pricing Period shall be deemed delivered on (i) the day it is received by the Investor if such notice is received bye-mail at or before 8:30 a.m. New York City time (or at such later time if waived by the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by e-mail after 8:30 a.m. New York City time. An Advance Notice deemed delivered pursuant to an Investor Notice shall be deemed delivered on the date upon which the Investor Notice is received by the Company. Uponreceipt of an Advance Notice, the Investor shall promptly (and, with respect to an Advance Notice selecting an Option 1 Pricing Period, in no event more than one-half hour after receipt) provide writtenconfirmation (which may be by e-mail) of receipt of such Advance Notice, and which confirmation, in the case of an Advance Notice selecting an 

Option 1 Pricing Period, shall specify the commencement time of the Option 1 Pricing Period. 

 
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 (c)
Advance Limitations. Regardless of the number of Advance Shares requested by the Company in the AdvanceNotice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance with each of the following limitations: 

 
 (i)
Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform theCompany in writing of the number of shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding.Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other CommonShares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d- 3 promulgated thereunder), would result in the beneficial ownershipby the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of theAdvance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with nofurther action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automaticmodification, the Investor will promptly notify the Company of such event. 

 
 (ii)
Registration Limitation. In no event shall an Advance exceed the amount registered in respect of thetransactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shallautomatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion; providedthat in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. 

 
 (iii)
Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Companyshall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregatenumber of Common Shares 

 
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 issued under this Agreement would exceed [4,459,601]1 (representing 19.9% of the aggregate amount of Common Shares that are expected to beissued and outstanding as of the date of the Closing of the Business Combination)2, calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactionscontemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) unless the Company’s stockholders have approved the issuance of Common Shares pursuant tothis Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. Notwithstanding the foregoing, the Exchange Cap shall not be applicable for any purposes under this Agreement and the transactionscontemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed [$]3 per share (which represents the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediatelypreceding the Effective Date; or (ii) the average Nasdaq Official Closing Price for the five Trading Days immediately preceding the Effective Date). In connection with each Advance Notice, any portion of an Advance that would exceed theExchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawnportion in respect of each Advance Notice. The Exchange Cap and the per share prices provided in this subsection shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or any similar transaction. 
 
 (d)
Volume Threshold. In connection with an Advance Notice (other than in connection with an InvestorNotice) selecting an Option 1 Pricing Period, if the total number of Common Shares traded on the Principal Market during the applicable Pricing Period is less than the Volume Threshold, then the number of Advance Shares issued and sold pursuant tosuch Advance Notice shall be reduced to the greater of (a) 30% of the trading volume of the Company’s Common Shares on the Principal Market during the Pricing Period as reported by Bloomberg L.P., or (b) the number of Common Shares sold bythe Investor during such Pricing Period, but not to exceed the amount requested in the Advance Notice. 

3 Calculate prior to Execution 

 
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 (e)
Minimum Acceptable Price. 

 
 (i)
With respect to each Advance Notice (other than in connection with an Investor Notice) selecting an Option 2Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. EachTrading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each suchday, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the“Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. 

 
 (ii)
The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the AdjustedAdvance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per sharefor each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice, multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Noticeor any limitations set forth in Section 2.01(c). 

 
 (f)
Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and theInvestor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice from the Company the parties shall be deemed to have entered into an unconditional contract binding on both parties for the purchase and sale of AdvanceShares pursuant to such Advance Notice in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 7.19, the Investor may sell Common Shares after receipt of an Advance Notice,including during a Pricing Period. 

Section 2.02 Closings. The closing of each Advance and each sale and purchase of AdvanceShares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon aspracticable on or after each Advance Date in accordance with the procedures set forth below. The Company acknowledge that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered(at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company andthe Investor shall fulfill each of its obligations as set forth below: 

 
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 (a)
On or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document, settingforth the number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report byBloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms andconditions of this Agreement. 

 
 (b)
Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not laterthan one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting theInvestor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmitnotification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) either(i) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested, or (ii) in the case of an Investor Notice, as an offset ofamounts owed under a Promissory Note as described in Section 3.02(c). No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Common Sharesby the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lackof restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act(including any applicable prospectus delivery requirements) or pursuant to an available exemption). 

 
 (c)
On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. 

 
 (d)
Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period(i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares tobe purchased by the Investor at the Closing for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black OutPeriod. 

 
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Section 2.03 Hardship. 

 
 (a)
In the event the Investor sells Common Shares after receipt, or deemed receipt of an Advance Notice and theCompany fails to perform its obligations as mandated in in this agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article VI hereto and in addition to any other remedy to which theInvestor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred,arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions toprevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.

**Article III. Pre-Paid Advances**

Section 3.01 Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in AnnexIII attached hereto, the Investor shall advance to the Company up to $3,500,000 of the Commitment Amount hereunder, in tranches (each tranche, a “Pre-Paid Advance”), which shall beevidenced by convertible promissory notes in the form attached hereto as Exhibit D (each, a “Promissory Note”). The first Pre-Paid Advance shall be in an amount of $1,500,000 andadvanced upon the signing of this Agreement (the “First Pre-Advance Closing”), and the second Pre-Paid Advance shall be in an amount of $2,000,000 andadvanced on the second Trading Day after the effectiveness of the initial Registration Statement (the “Second Pre-Advance Closing”) (individually referred to as a “Pre-Advance Closing” and collectively referred to as the “PreAdvance Closings”). Each Pre-Advance Closing shall occur remotely by conference call andelectronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date hereof, provided that the conditions set forth on Annex III have been satisfied(or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the effectiveness ofthe initial Registration Statement, provided that the conditions set forth on Annex III have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At each Pre-AdvanceClosing the Investor shall advance to the Company the amount of such Pre-Paid Advance, less a discount in the amount equal to 8% of the amount of the Pre-Paid Advance,in immediately available funds to an account designated by the Company in writing, and the Company shall deliver a Promissory Note with a principal amount equal to the full amount of the Pre-Paid Advance, dulyexecuted on behalf of the Company. 

Section 3.02 Investor Notices; Mechanics. Upon the terms and subject to the conditions of this Agreement,at any time during the Commitment Period, provided that there is a balance remaining outstanding under a Promissory Note, the Investor may, by providing written notice to the Company in the form set forth herein as Exhibit E attached hereto(a “Investor Notice”) cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of Shares to the Investor pursuant to an Advance, in accordance with the following provisions: 

 
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 (a)
Each Investor Notice shall be delivered to the Company by email and shall be deemed delivered on the day it isreceived by the Company. 

 
 (b)
The Investor shall, in each Investor Notice, select the amount of the Advance, in its sole discretion, up tothe Maximum Advance Amount, and the timing of delivery; *provided*that the amount of the Advance shall not exceed the balance owed under all Promissory Notes outstanding on the date of delivery of the Investor Notice, or result in the Investorexceeding the Ownership Limitation, the Registration Limitation, and the Exchange Cap. Any Advance in respect of an Investor Notice shall automatically be adjusted pursuant to the provisions of Section 2.01(c) of this Agreement in order tocomply with such limitations. 

 
 (c)
The Purchase Price of the Shares in respect of any Advance Notice delivered pursuant to an Investor Noticeshall be equal to the Conversion Price (as defined in the Promissory Note) in effect on the date of delivery of the Investor Notice. 

 
 (d)
Each Investor Notice shall set forth the amount of the Advance requested, the Purchase Price (which shall beequal to the Conversions Price) along with a report by Bloomberg, L.P. indicating the relevant VWAP used in calculating the Conversion Price, the number of Shares to be issued by the Company and purchased by the Investor, the aggregate amount ofaccrued and unpaid interest of the Promissory Note (if any) that shall be offset by the issuance of Shares, the aggregate amount of principal of the Promissory Note that shall be offset by the issuance of Shares, and the total amount of thePromissory Note that shall be outstanding following the closing of the Advance, and each Investor Notice shall serve as the Settlement Document in respect of such Advance. 

 
 (e)
Upon the delivery of an Investor Notice, a corresponding Advance Notice shall simultaneously and automaticallybe deemed to have been delivered by the Company to the Investor requesting the amount of the Advance set forth in the Investor Notice, and any conditions precedent to such Advance Notice under the terms of this Agreement that have not been satisfiedshall be deemed to have been waived by the Investor. 

 
 (f)
Limitations on Investor Notes. The Investor agrees that, except as set forth below, it shall not submitInvestor Notices requesting Advances of more than $500,000 in any consecutive 30-day period. The limitations agreed by the Investor in this section *shall not apply* (i) at any time upon theoccurrence and during the continuance of an Event of Default (as defined in the Promissory Note) and (ii) with respect to any Investor Notice requesting an Advance where the Purchase Price is greater than or equal to a price per share equal tothe Fixed Price (as defined in the Promissory Note). The foregoing limitations in this subsection may be waived with the prior written consent of the Company, in its sole discretion. 

 
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 (g)
Closings. The closing of each Advance Notice deemed to be delivered pursuant to an Investor Notice andthe issuance of Shares related to the corresponding Advance Notice shall take place as soon as practicable on or after the date of each Investor Notice in accordance with the procedures set forth in Section 2.02 of this Agreement.

**Article IV. Representations and Warranties of the Investor**

The Investor represents and warrants to the Company, as of the date hereof, as of each Advance Notice Date and as of the date of each Pre-Advance Closing that: 

Section 4.01 Organization and Authorization. The Investor is duly organized,validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction documents to which it is a party, including alltransactions contemplated hereby and thereby. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder andthe consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliverthe Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the other Transaction Documents to which the Investor is a party have been duly executed and delivered bythe Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms. 

Section 4.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable ofevaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges andagrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment. 

Section 4.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the TransactionDocuments and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of theCompany or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the transactions contemplated by this Agreement or the laws of anyjurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment. 

Section 4.04 Investment Purpose. TheInvestor is acquiring the Common Shares and any Promissory Note for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registeredunder or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or 

 
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warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statementfiled pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. The Investoracknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent theProspectus is related to the resale of Registrable Securities. 

Section 4.05 Accredited Investor. The Investor is an “AccreditedInvestor” as that term is defined in Rule 501(a)(3) of Regulation D. 

Section 4.06 Information. The Investor and its advisors (andits counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (andits counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor orits advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agreesthat the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of theCompany contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decisionwith respect to the transactions contemplated hereby. 

Section 4.07 Not an Affiliate. The Investor is not an officer, director or a personthat directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule 405 promulgated under theSecurities Act). 

Section 4.08 No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any oftheir respective officers, or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such termis defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares that remains in effect as of the date of this Agreement.

 
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Section 4.09 General Solicitation. Neither the Investor, nor any of its affiliates, nor anyperson acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Shares by the Investor. 

**Article V. Representations and Warranties of the Company**

Except as set forth in the disclosure schedule delivered by the Company to the Investor concurrently with this Agreement (which is herebyincorporated by reference in, and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), or where specifically set forth below with respect to certain specified representations and warranties, the SECDocuments, the Company hereby makes the following representations, warranties and covenants to the Investor: 

Section 5.01 Organization andQualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own theirproperties and to carry on their business as now being conducted. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing or the equivalent in every jurisdiction in which the nature of the business conductedby it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. 

Section 5.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enterinto and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other TransactionDocuments, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by theCompany’s board of directors and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which the Company is a party have been (or,when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and bindingobligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. 

Section 5.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by theInvestor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against paymenttherefor as provided herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resalerights, rights of first refusal or other 

 
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similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in or incorporated into theProspectus. As of the date of each Pre-Advance Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Shares issuable uponconversion of all Promissory Notes (assuming for purposes hereof that (x) such Promissory Notes are convertible at a Conversion Price equal to the Floor Price (as defined in each Promissory Note) as of the date of determination, and(y) any such conversion shall not take into account any limitations on the conversion of the Promissory Notes set forth therein. 

Section 5.04No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of theCommon Shares) will not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as the same may be amended prior to the date on which any ofthe transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and statesecurities laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent suchviolations that would not reasonably be expected to have a Material Adverse Effect. 

Section 5.05 The Company understands and acknowledges that thenumber of Common Shares issuable upon conversion of the Promissory Notes will increase in certain circumstances. The Company further acknowledges its obligation to issue the Common Shares upon conversion of the Promissory Notes in accordance withthe terms thereof or upon delivery of an Advance Notice (including upon receipt of an Investor Notice) is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders ofthe 

Company. 

Section 5.06 SEC Documents; FinancialStatements. Since November 3, 2021 the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all SEC Documents. The Company hasdelivered or made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of itsfiling date (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing), each SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act,as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein ornecessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

 
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Section 5.07 Financial Statements. The consolidated financial statements of the Company includedor incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and theconsolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity withgenerally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case ofunaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which are not material, either individually or inthe aggregate) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on abasis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not includedor incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not describedin the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is definedby the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Theinteractive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rulesand guidelines applicable thereto. 

Section 5.08 Registration Statement and Prospectus. The Company and the transactions contemplated by thisAgreement meet the requirements for and comply with the conditions for the use of Form F-1 under the Securities Act. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if andwhen filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement ora Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by referencetherein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the later to occur of eachAdvance Notice Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus to which the Investor hasconsented (such consent not be unreasonably delayed, withheld or conditioned). 

 
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Section 5.09 No Misstatement or Omission. Each Registration Statement, when it became or becomeseffective, and any Prospectus, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Advance Notice Date, the Registration Statement, andthe Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material factnecessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed andincorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document,in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by theInvestor specifically for use in the preparation thereof. 

Section 5.10 Conformity with Securities Act and Exchange Act. Each RegistrationStatement, each Prospectus, or any amendment or supplement thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are filed with the SECunder the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, asapplicable. 

Section 5.11 Equity Capitalization. On the date of the closing of the Business Combination, the authorized share capital of theCompany shall be provided to the Investor as a supplement hereto prior to the Effective Date. From and after the closing of the Business Combination, the Common Shares are registered pursuant to Section 12(b) of the Exchange Act and will belisted on a Principal Market under the symbol “SMX”. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares fromthe Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it will be in compliance with all applicablelisting requirements of the Principal Market upon the closing of the Business Combination. 

Section 5.12 Intellectual Property Rights. TheCompany and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written noticeof any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not cause aMaterial Adverse Effect. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company or its Subsidiaries regarding trademark, tradename, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse Effect, the Company is not aware of anyfacts or circumstances which might give rise to any of the foregoing. 

 
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Section 5.13 Employee Relations. Neither the Company nor any of its Subsidiaries is involved inany labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect. 

Section 5.14 Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in allmaterial respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have notreceived written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have,individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including, withoutlimitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic orhazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of HazardousMaterials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. 

Section 5.15 Title. Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple orleasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material to the business of the Company. Any real propertyand facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of suchproperty and buildings by the Company and its Subsidiaries. 

Section 5.16 Insurance. The Company and each of its Subsidiaries are insured byinsurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. The Companyhas no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would nothave a Material Adverse Effect. 

 
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Section 5.17 Regulatory Permits. Except as would not cause a Material Adverse Effect, theCompany and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and neither the Company nor any suchSubsidiary has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits. 

Section 5.18 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets iscompared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required. 

Section 5.19 Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Section 5.20 Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no Material Adverse Effect. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Companynor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, or (iii) made any material capital expenditures,individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings 

Section 5.21 Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation,partnership, association or other business entity. 

Section 5.22 Tax Status. Each of the Company and its Subsidiaries (i) has timely madeor filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that arematerial in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periodssubsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and theofficers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material Adverse Effect. 

 
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Section 5.23 Certain Transactions. Except as not required to be disclosed pursuant to ApplicableLaws, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for thefurnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or otherentity in which any officer or director has a substantial interest or is an officer, director, trustee or partner. 

Section 5.24 Rights of FirstRefusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal basis to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agentsor other third parties. 

Section 5.25 Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could causedilution to existing shareholders and could significantly increase the outstanding number of Common Shares. 

Section 5.26 Acknowledgment RegardingInvestor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Companyfurther acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor orany of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder or a Promissory Note. The Company is aware andacknowledges that it shall not be able to request Advances under this Agreement if a the Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market. TheCompany acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. 

Section 5.27 Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’sfees, brokerage commissions or similar payments in connection with the transactions herein contemplated. 

Section 5.28 Relationship of theParties. Neither the Company, nor any of its subsidiaries, affiliates, nor any person acting on its or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided,or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.

 
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Section 5.29 Operations. The operations of the Company and its Subsidiaries are and have beenconducted at all times in compliance with and neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting onbehalf of the Company or any Subsidiary has, not complied with Applicable Law; and no action, suit or proceeding by or before any governmental authority involving the Company or any of its Subsidiaries with respect to Applicable Laws is pending or,to the knowledge of the Company, threatened. 

Section 5.30 Forward-Looking Statements. No forward-looking statement (within the meaning ofSection 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. 

Section 5.31 Compliance with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not received anotice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, anyagent, affiliate or other person acting on behalf of the Company or any Subsidiary has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is notaware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have a Material Adverse Effect. 

Section 5.32 Sanctions Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer orcontrolled affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department ofTreasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation onOFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in acountry or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine,Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend, contribute orotherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time ofsuch funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in thetransactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries has engaged in, and is now not engaged in, any dealings or transactionswith any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any of its Subsidiaries nor any director, officer or controlledaffiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns. 

 
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**Article VI. Indemnification**

The Investor and the Company represent to the other the following with respect to itself: 

Section 6.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring theShares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each oftheir respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investorwithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs,penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and includingreasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untruestatement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out ofor are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in anysuch case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with writteninformation furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement orany other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate,instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each ofthe Indemnified Liabilities, which is permissible under Applicable Law. 

Section 6.02 Indemnification by the Investor. In consideration of theCompany’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers,directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified 

 
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Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material factcontained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon theomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written informationrelating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim,damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or onbehalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by theInvestor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that theforegoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

Section 6.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of anyaction or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be madeagainst any indemnifying party under this Article VI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article VI exceptto the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, toassume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemniteeshall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonableopinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between suchInvestor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation ordefense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifyingparty shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with 

 
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respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifyingparty shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement orother compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Followingindemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for whichindemnification has been made. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

Section 6.04 Remedies. The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may beavailable to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article VI shall survive expiration or termination of this Agreement. 

Section 6.05 Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive,indirect, incidental or consequential damages. 

**Article VII.**

**Covenants**

The Company covenants with theInvestor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment 

Period: 

Section 7.01 Effective RegistrationStatement. During the Commitment Period, in the event that there are Pre-Paid Advances outstanding, the Company shall maintain the continuous effectiveness of the Registration Statement and each subsequentRegistration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement, provided however, in the event there are no Pre-Paid Advancesoutstanding, the Company shall only be required to use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement and each subsequent Registration Statement filed with the SEC under the 

Securities Act pursuant to and in accordance with the Registration Rights Agreement. 

Section 7.02 Registration and Listing. In the event that there are Pre-Paid Advances outstanding, theCompany shall cause the Common Shares to continue to be registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the Exchange Act, and shall not take any actionor file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except aspermitted herein, provided however if there are no Pre-Paid Advances outstanding the Company shall only be required to use commercially reasonable efforts. In the event that there are Pre-Paid Advances outstanding ,the Company shall continue the listing and trading of its 

 
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Common Shares and the listing of the Shares purchased by the Investor hereunder on the Principal Market and to comply with the Company’s reporting, filing and other obligations under therules and regulations of the Principal Market, provided however if there are no Pre-Paid Advances outstanding the Company shall only be required to use commercially reasonable efforts. In the event that thereare Pre-Paid Advances outstanding, if the Company receives any final and non- appealable notice that the listing or quotation of the Common Shares on the PrincipalMarket shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall cause the Common Shares to be listed or quoted on another Principal Market, providedhowever if there are no Pre-Paid Advances outstanding the Company shall only be required to use commercially reasonable efforts. 

Section 7.03 Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or toqualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or“Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time during the Commitment Period; provided, however, that the Company shall not be required in connection therewith or as acondition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service ofprocess in any such jurisdiction. 

Section 7.04 Suspension of Registration Statement. 

 
 (a)
Establishment of a Black Out Period. During the Commitment Period, the Company from time to time maysuspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublicinformation concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the Registration Statement or Prospectus so that suchRegistration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which theywere made, not misleading (a “Black Out Period”). 

 
 (b)
No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees notto sell any Common Shares of the Company pursuant to such Registration Statement. 

 
 (c)
Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longerthan 30 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and seniorexecutive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminateimmediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period. 

 
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Section 7.05 Listing of Common Shares. As of each Advance Notice Date, the Shares to be sold bythe Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance. 

Section 7.06 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received anopinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor. 

Section 7.07 Exchange ActRegistration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act orthe rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act. 

Section 7.08 Transfer AgentInstructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agentfor the Common Shares (with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the delivery of such instructions are consistent with Applicable Law. 

Section 7.09 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of theCompany during the Commitment Period. 

Section 7.10 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance.The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus: (i) receipt of any request foradditional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for amendments or supplements to the Registration Statement or related Prospectus;(ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notificationwith respect to the suspension of the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any eventthat makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in theRegistration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary tomake the statements therein not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make thestatements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any

 
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other law; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate (and the Company will promptly makeavailable to the Investor any such supplement or amendment to the related Prospectus). The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than asrequired pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).

Section 7.11 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation ofthe Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares inconnection with such Advance have been received by the Investor. 

Section 7.12 Issuance of the Company’s Common Shares. Theissuance and sale of the Common Shares to the Investor hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law. 

Section 7.13 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, willpay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and ofeach amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors (but not,for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees inconnection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of theShares for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market. 

Section 7.14 Current Report. TheCompany shall, not later than 9:00 a.m., New York City time, on the fourth business day after the date of this Agreement, file with the SEC a current report on Form 8-K describing all the material terms of thetransactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including any exhibits thereto, the “Current Report”). The Company shall providethe Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration to all such comments. Effective upon the filing of the CurrentReport, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any ofits Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, affiliates, employees or agents, on the other hand, shall terminate. TheCompany shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees 

 
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and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the expressprior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). The Company understands and confirms that the Investor will reply on the foregoing representations in effecting resales of Shares. 

Section 7.15 Use of Proceeds. The proceeds from the funding of a Pre Paid Advance or the sale of the Shares by the Company to Investor shall beused by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this Agreement. Neither the Companynor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein (including any proceeds from the funding of a Pre-Paid Advance) to repay any loans to any executives oremployees of the Company or to make any payments in respect of any related party debt; provided that the Company may use up to $500,000 of the proceeds from the transactions contemplated herein (including any proceeds from the funding of a initial Pre-Paid Advance) and no earlier than 6 months from the date hereof up to $500,000 of the proceeds from the transactions contemplated herein (including any proceeds from the funding of a subsequent Pre-Paid Advance) to repay loans, outstanding on the date hereof, to Lionheart Equities, LLC and Lionheart Management LLC, that were made in connection with payments made to extend the life of Lionheart III Corp.

Section 7.16 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws. 

Section 7.17 Market Activities. Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling personswill, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company tofacilitate the sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Shares. 

Section 7.18 Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forththe number and average sales prices of shares of 

Common Shares sold by the Investor during the prior trading week. 

Section 7.19 Selling Restrictions. (i) Except as expressly set forth below, the Investor covenants that from and after the date hereofthrough and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted Period”), none of the Investor any of its officers, or any entity managed orcontrolled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, engage in any “short sale” (assuch term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understoodand agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgatedunder Regulation SHO) the Shares; or (2) selling a number of Common Shares equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received fromthe Company or the transfer agent pursuant to this Agreement. 

 
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Section 7.20 Assignment. Neither this Agreement nor any rights or obligations of the partieshereto may be assigned to any other Person. 

Section 7.21 No Frustration; No Variable Rate Transactions.

 
 (a)
No Frustration. The Company shall not enter into, announce or recommend to its stockholders anyagreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is aparty, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respect of a an Advance Notice.. 

 
 (b)
No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect anyissuance by the Company or any of its Subsidiaries of Common Shares or any security which entitle the holder to acquire Common Stock (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable RateTransaction with the Investor or with the prior written consent of the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition toany right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. 

**Article VIII.**

**NonExclusive Agreement**

Notwithstanding anything contained herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds,debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/orgrant any rights with respect to its existing and/or future share capital. 

**Article IX.**

**Choice of Law/Jurisdiction**

Section 9.01 This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from thisAgreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive andprocedural laws of the State of New York, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of New York. The Parties further agree that anyaction between them shall be heard in 

 
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New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of theSouthern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement. 

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTYHERETO (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 THE FOREGOING WAIVER AND(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 

**Article X. Termination**

Section 10.01 Termination. 

 
 (a)
Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliestof (i) the first day of the month next following the 36-month anniversary of the Effective Date, provided that if any Promissory Notes are then outstanding, such termination shall be delayed until suchdate that all Promissory Notes that were outstanding have been repaid, (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount, or (iii) thetermination of the Business Combination Agreement. 

 
 (b)
The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to theInvestor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, (ii) there are no outstanding Promissory Notes, and (iii) the Company has paid all amounts owed to the Investorpursuant to this Agreement. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. 

 
 (c)
Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liabilityfor any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement. The indemnification provisions contained in Article VI shallsurvive termination hereunder. 

 
 (d)
Notwithstanding anything to the contrary in this Agreement, no obligation, including the obligation to issue tothe Investor the Commitment Shares, shall arise until the consummation of the Business Combination. If the BCA or the SID is terminated, other than in connection with the consummation of the Business Combination, then this Agreement shall beterminated and of no further effect, without any liability of any Party hereunder. 

 
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**Article XI. Notices**

Other than with respect to Advance Notices, which must be in writing and will be deemed delivered on the day set forth inSection 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when deliveredpersonally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certifiedmail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except for Advance Noticeswhich shall be delivered in accordance with Exhibit A hereof) shall be: 

If to the Company prior to the consummation of the Business Combination, to: 

4218 NE 2nd Avenue 

Miami, Florida 33137 

Attn: General Counsel 

Email: notices@lheartcapital.com 

With copies (which shall not 

constitute notice or delivery ofprocess) to: 

DLA Piper LLP (US) 

200 South BiscayneBoulevard, Suite 2500 

Miami, FL 33131 

 
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Attention: Joshua M. Samek, Esq. 

Email: Joshua.Samek@us.dlapiper.com 

If to the Company followingthe 

consummation of the Business 

Combination, to: 

SMX Public Limited Company 

Mespil Business Centre 

Mespil House 

Sussex Road 

Dublin 4 

D04 T4A6 

Attention: Haggai Alon 

Email:haggai@securitymattersltd.com

 

With a Copy (which shall not

constitute noticeor delivery of process) to:
    
Aifk &Co.,

103 Hahashmonaim St.,

Tel Aviv, Israel

Attn: Doron Afik, Esq.

Email: Doron@afiklaw.com
If to the Investor(s):  
YA II PN, Ltd.

1012 Springfield Avenue

Mountainside, NJ 07092

Attention: Mark Angelo

Portfolio Manager

Telephone: (201)985-8300

Email: mangelo@yorkvilleadvisors.com

With a Copy (which shall not

constitute noticeor delivery of process) to:
  
David Fine, Esq.

1012 Springfield Avenue

Mountainside, NJ 07092

Telephone: (201) 985-8300

Email: legal@yorkvilleadvisors.com

 
- 29 - 

or at such other address and/or e-mail and/or to the attention ofsuch other person as the recipient party has specified by written notice given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice,consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery serviceshall be rebuttable evidence of personal service in accordance with clause (i), (ii) or (iii) above, respectively. 

**Article XII.Miscellaneous**

Section 12.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered oneand the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered bythe U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, *e.g.*, www.docusign.com), including by e-mail attachment, shallbe deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement. 

Section 12.02 Entire Agreement;Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreementcontains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respectto such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement. 

Section 12.03 Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or tradingvolume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reportingentity. 

Section 12.04 Commitment and Structuring Fee. Each of the Parties shall pay its own fees and expenses (including the fees of anyattorneys, accountants, appraisers or others engaged by such Party) in connection with this Agreement and the transactions contemplated hereby, except that (i) the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a duediligence fee in the amount of $15,000 which has been paid prior to the date hereof, and (ii) subject to the consummation of the Business Combination, the Company shall pay a commitment fee in an amount equal to 1.5% of the Commitment Amount(the “Commitment Fee”) by the issuance to the Investor on the Effective Date of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 TradingDays 

immediately following the closing of the Business Combination (collectively, the “Commitment Shares”). 

 
- 30 - 

Section 12.05 Brokerage. Each of the parties hereto represents that it has had no dealings inconnection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold theother harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or thetransactions contemplated hereby. 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 
- 31 - 

**IN WITNESS WHEREOF**, the parties hereto have caused this Reciprocal Standby EquityPurchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. 

 

**COMPANY:**

**Lionheart IIICorp x DocuSigned by:**
By  Name: y0fiKiTSi^^Title: Chief Executive Officer
 

**INVESTOR:**

 

**YAIIPN, LTD.**

 
By: Yorkville Advisors Global, LPIts: Investment ManagerBy: Yorkville Advisors Global II, LLCIts: General PartnerBy: /s/ David GonzalezName: David GonzalezTitle: General Counsel
 

**Acknowledged and agreed:**

 

**Empatan Public Limited Company**
By: /s/ Doron AName: Doron ATitle: Attorney**Security Matters Limited**By: /s/ Haggai AlonName: Haggai AlonTitle: Chief Executive Officer
 
- 32 - 

**Execution Version**

**ANNEX I TO THE**

**RECIPRICOL STANDBY EQUITY PURCHASE AGREEMENT**

**DEFINITIONS**

“AdditionalShares” shall have the meaning set forth in Section 2.01(e)(ii). 

“Adjusted Advance Amount” shall have the meaning setforth in Section 2.01(e)(i). 

“Advance” shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuantto this Agreement. 

“Advance Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance,provided that, with respect to an Advance pursuant to an Investor Notice, the Advance Date shall be the first Trading Day after the date of delivery of such Investor Notice. 

“Advance Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Companyand setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor. 

“Advance Notice Date” shallmean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an Advance Notice to the Investor, subject to the terms of this Agreement. 

“Advance Shares” shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.

“Affiliate” shall have the meaning set forth in Section 4.07. 

“Agreement” shall have the meaning set forth in the preamble of this Agreement. 

“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelinesand codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping andreporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws. 

“Average Price” means a price per Share equal to the quotient obtained by dividing (i) the aggregate gross purchase price paid by theInvestor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant to this Agreement. 

“Black Out Period” shall have the meaning set forth in Section 7.01. 

“Business Combination” shall have the meaning set forth in the preamble of this Agreement. 

“Closing” shall have the meaning set forth in Section 2.02. 

“Commitment Amount” shall mean $25,000,000 of Common Shares. 

 
- 33 - 

“Commitment Shares” shall have the meaning set forth in Section 12.04 

“Commitment Period” shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement inaccordance with Section 10.01. 

“Common Shares” shall have the meaning set forth in the recitals of this Agreement. 

“Common Stock Equivalents” shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at anytime Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,Common Shares 

 
- 34 - 

“Company” shall have the meaning set forth in the preamble of this Agreement. 

“Company Indemnitees” shall have the meaning set forth in Section 6.02. 

“Condition Satisfaction Date” shall have the meaning set forth in Annex II. 

“Conversion Price” shall have the meaning set forth in the Promissory Note. 

“Daily Traded Amount” shall mean the daily trading volume of the Company’s Common Shares on the Principal Market during regular tradinghours as reported by Bloomberg L.P. 

“Disclosure Schedule” shall have the meaning set forth in Article V. 

“Effective Date” shall mean the sixth Trading Day following the date of closing of the Business Combination. 

“Environmental Laws” shall have the meaning set forth in Section 5.14. 

“Event of Default” shall have the meaning set forth in the Promissory Note. 

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

“Exchange Cap” shall have the meaning set forth in Section 2.01(c)(iii). 

“Excluded Day” shall have the meaning set forth in Section 2.01(e)(i). 

“Fixed Price” shall have the meaning set forth in the Promissory Note. 

“Hazardous Materials” shall have the meaning set forth in Section 5.14. 

“Indemnified Liabilities” shall have the meaning set forth in Section 6.01. 

“Investor” shall have the meaning set forth in the preamble of this Agreement. 

“Investor Notice” shall have the meaning set forth in Section 3.02. 

“Investor Indemnitees” shall have the meaning set forth in Section 6.01. 

“Market Price” shall mean an Option 1 Market Price or Option 2 Market Price, as applicable. 

“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) amaterial adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise)of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement. 

“Material Outside Event” shall have the meaning set forth in Section 7.10. 

“Maximum Advance Amount” means (i) in respect of each Advance Notice delivered by the Company pursuant to Section 2.01(a)(i) ofthis Agreement, the greater of: (i) an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount during the five consecutive 

 
- 35 - 

Trading Day immediately preceding an Advance Notice, or (ii) 1 million Common Shares, and (ii) in respect of each Advance Notice deemed delivered by the Company pursuant to an InvestorNotice, the amount selected by the Investor in such Investor Notice, which amount shall not exceed the limitations set forth in Section 2.01(c) of this Agreement. 

“Minimum Acceptable Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each AdvanceNotice, if applicable. 

“OFAC” shall have the meaning set forth in Section 5.32. 

“Option 1 Market Price” shall mean the VWAP of the Common Shares during the Option 1 Pricing Period. 

“Option 2 Market Price” shall mean the lowest daily VWAP of the Common Shares during the Option 2 Pricing Period. 

“Option 1 Pricing Period” shall mean the period on the applicable Advance Notice Date with respect to an Advance Notice selecting an Option 1Pricing Period commencing upon receipt by the Company of written confirmation (which may be by e-mail) of acceptance of such Advance Notice by the Investor (or the open of regular trading hours, if later), andwhich confirmation shall specify such commencement time, and ending on 4:00 p.m. New York City time on the applicable Advance Notice Date. 

“Option 2 Pricing Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date. 

“Ownership Limitation” shall have the meaning set forth in Section 2.01(c)(i). 

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization,including a government or political subdivision or an agency or instrumentality thereof. 

“Plan of Distribution” shall mean the sectionof a Registration Statement disclosing the plan of distribution of the Shares. 

“Pre-AdvanceClosing(s)” shall have the meaning set forth in Section 3.01. 

“Pre-Paid Advance”shall mean have the meaning set forth in Section 3.01. 

“Pricing Period” shall mean the Option 1 Pricing Period or Option 2 PricingPeriod, as applicable. 

“Principal Market” shall mean the Nasdaq Stock Market; provided however, that in the event the Common Shares areever listed or traded on the New York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such other market or exchange on which the Common Shares are then listed or traded to the extent such other market orexchange is the principal trading market or exchange for the Common Shares. 

 
- 36 - 

“Promissory Note” shall have the meaning set forth in Section 3.01. 

“Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company inconnection with a Registration Statement, including documents incorporated by reference therein. 

“Prospectus Supplement” shall mean anyprospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, including documents incorporated by reference therein. 

“Purchase Price” shall mean (i) the price per Advance Share obtained by multiplying the Market Price by (y) 96% in respect of an AdvanceNotice with an Option 1 Pricing Period, and (z) 97% in respect of an Advance Notice with an Option 2 Pricing Period, or (ii) in the case of any Advance Notice delivered pursuant to an Investor Notice the Purchase Price set forth inSection 3.02(c). 

“Registration Limitation” shall have the meaning set forth in Section 2.01(c)(ii). 

“Registration Statement” shall have the meaning set forth in the Registration Rights Agreement. 

“Registrable Securities” shall have the meaning set forth in the Registration Rights Agreement. 

“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act. 

“Sanctions” shall have the meaning set forth in Section 5.32. 

“Sanctioned Countries” shall have the meaning set forth in Section 5.32. 

“SEC” shall mean the U.S. Securities and Exchange Commission. 

“SEC Documents” shall mean (1) any registration statement on Form F-4 filed by the Parent withthe SEC, including any related prospectus or prospectuses, for the registration of the Common Shares to be issued pursuant to the BCA and the SID, on file with the SEC at the time such registration statement became effective, including the financialstatements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the effective date of such registration statement under the Securities Act, (2) anyproxy statement or prospectus filed by the Parent and the Company with the SEC, including all documents incorporated or deemed incorporated therein by reference, whether or not included in a registration statement on Form F-4, in the form in which such proxy statement or prospectus has most recently been filed with the SEC pursuant to Rule 424(b) under the Securities Act, (3) all reports, schedules, registrations, forms,statements, information and other documents filed with or furnished to the SEC by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the two years prior to the date hereof, including, without limitation, theCurrent Report, (4) each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained in such filings and all documents anddisclosures that have been and heretofore shall be incorporated by reference therein. 

 
- 37 - 

“Securities Act” shall have the meaning set forth in the recitals of this Agreement. 

“Settlement Document” in respect of an Advance Notice delivered by the Company, shall mean a settlement document in the form set out onExhibit C, and in respect of an Advance Notice deemed delivered pursuant to an Investor Notice, shall mean the Investor Notice containing the information set forth on Exhibit E. 

“Shares” shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance. 

“Subsidiaries” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stockor holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as“Subsidiaries.” 

“Trading Day” shall mean any day during which the Principal Market shall be open for business. 

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, any Promissory Notes issued by the Companyhereunder, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. 

“Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any equity or debt securities that areconvertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading pricesof or quotations for the Common Shares at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuanceof such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any “full ratchet”or “weighted average” antidilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similartransaction), (ii) enters into any agreement, including but not limited to an “equity line of credit” or other continuous offering or similar offering of Common Shares, or (iii) enters into or effects any forward purchase agreement,equity pre-paid forward transaction or other similar offering of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all, or a portion of, the value of thesecurities so purchased, and the Company receives proceeds from such purchaser based on a price or value that varies with the trading prices of the Common Shares. 

“Volume Threshold” shall mean a number of Common Shares equal to the quotient of (a) the number of Advance Shares requested by theCompany in an Advance Notice divided by (b) 0.30. 

“VWAP” shall mean for any Trading Day, the daily volume weighted average price of the CommonShares for such Trading Day on the Principal Market during regular trading hours (or such other period in the case of an Option 1 Pricing Period) as reported by Bloomberg L.P through its “AQR” function. All such determinations shall beappropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period. 

 
- 38 - 

**Execution Version**

**ANNEX II TO THE**

**RECIPRICOL STANDBY EQUITY PURCHASE AGREEMENT**

**CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER AN**

**ADVANCE NOTICE**

The right of theCompany to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of thefollowing conditions: 

 
 (a)
Accuracy of the Company’s Representations and Warranties. The representations and warranties of theCompany in this Agreement shall be true and correct in all material respects as of the Advance Notice Date, except to the extend such representations and warranties are as of another date, such representations and warranties shall be true andcorrect as of such other date. 

 
 (b)
Issuance of Commitment Shares**.**The Company shall have issued the Commitment Shares to an accountdesignated by the Investor on or prior to the date hereof, in accordance with Section 12.04, all of which Commitment Shares shall be fully earned and non-refundable, regardless of whether any AdvanceNotices are made or settled hereunder or any subsequent termination of this Agreement. 

 
 (c)
Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant towhich the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance Notice. The Current Report shall have been filed with the SEC and the Company shall have filed with the SEC ina timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date. 

 
 (d)
Authority. The Company shall have obtained all permits and qualifications required by any applicablestate for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws andregulations to which the Company is subject. 

 
 (e)
Board. The board of directors of the Company has approved the transactions contemplated by theTransaction Documents; said approval has not been amended, rescinded or materially modified and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directorsof the Company shall have been provided to the Investor. 

 
 (f)
No Material Outside Event. No Material Outside Event shall have occurred and be continuing.

 
- 39 - 

 (g)
Performance by the Company. The Company shall have performed, satisfied and complied in all materialrespects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date, unless otherwise waived by the Investor.

 
 (h)
No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall havebeen enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by this Agreement.

 
 (i)
No Suspension of Trading in or Delisting of Common Shares. Trading in the Common Shares shall not havebeen suspended by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Marketshall be terminated on a date certain (unless, prior to such date certain, the Common Shares is listed or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additionaldeposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on,accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified theCompany in writing that DTC has determined not to impose any such suspension or restriction). 

 
 (j)
Authorized. All of the Shares issuable pursuant to the applicable Advance Notice shall have been dulyauthorized by all necessary corporate action of the Company. All Shares relating to all prior Advance Notices required to have been received by the Investor under this Agreement shall have been delivered to the Investor in accordance with thisAgreement. 

 
 (k)
Executed Advance Notice. The representations contained in the applicable Advance Notice shall be trueand correct in all material respects as of the applicable Condition Satisfaction Date. 

 
 (l)
No Outstanding Promissory Notes. Except pursuant to an Investor Notice, there shall not be any balanceremaining outstanding under a Promissory Note. 

 
- 40 - 

**ANNEX III TO THE**

**RECIPRICOL STANDBY EQUITY PURCHASE AGREEMENT**

**CONDITIONS PRECEDENT TO THE INVESTOR’S OBLGATION TO FUND A PRE-**

**PAID ADVANCE**

The obligation of theInvestor to advance to the Company a Pre-Paid Advance hereunder at each Pre-Advance Closing is subject to the satisfaction, as of the date of each Pre-Advance Closing, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing theCompany with prior written notice thereof: 

 
 (a)
The Company shall have duly executed and delivered to the Investor each of the Transaction Documents to whichit is a party and the Company shall have duly executed and delivered to the Investor a Promissory Note with a principal amount corresponding to the amount of the applicable Pre-Paid Advance (before anydeductions made thereto). 

 
 (b)
The Investor shall have received written confirmation, to the Investor’s sole satisfaction, that thematurity of any and all debt, including but not limited to the bridge loans with (i) Journee Investments, (ii) Afik Investments, (ii) 33 Capital/Ohad Betzaig, (iv) Amos Rabber, (v) Alberto Morales, (vi) Boon Hui Khoo,(vii) Bassat Investment, (viii) Harold Charles Mitchell Investment, (ix) Mulloway Investment, (x) PMB Partners LP, (xi) MHM Fasteners Ltd. (xii) Kyle Hoffman and(xiii) Kimea have been extended to March 2024 or can besatisfied with equity no earlier than six months from each proposed Pre-Advance Closing. 

 
 (c)
The Investor shall have received and opinion of counsel to the Company, dated as of the Pre-Advance Closing date, in the form reasonably acceptable to the Investor. 

 
 (d)
The Investor shall have received a closing statement in a form to be agreed by the parties, duly executed by anofficer of the Company, setting forth wire transfer instructions of the Company for the payment of the amount of the Pre-Paid Advance, the amount to be paid by the Investor, which shall be 92% of the fullamount of the Pre-Paid Advance, and any other deductions that may be agreed by the parties. 

 
 (e)
The Company shall have delivered, unless available through EDGAR, to the Investor copies of its and eachSubsidiaries certified copies of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the Company’s Subsidiaries. 

 
 (f)
The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standingof the Company as of a date within ten (10) days of the Pre-Advance Closing date. 

 
 (g)
The board of directors of the Company has approved the transactions contemplated by the Transaction Documents;said approval has not been amended, rescinded or materially modified and remains in full force and effect as of the date hereof, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shallhave been provided to the Investor. 

 (h)
Each and every representation and warranty of the Company shall be true and correct in all material respects(other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the date of the Pre-Advance Closing as though originallymade at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with thecovenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to the applicable Pre-Advance Closing date.

 
 (i)
No Suspension of Trading in or Delisting of Common Shares. Trading in the Common Shares shall not havebeen suspended by the SEC, the Principal Market or FINRA, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Marketshall be terminated on a date certain (unless, prior to such date certain, the Common Shares is listed or quoted on any subsequent Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additionaldeposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on,accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified theCompany in writing that DTC has determined not to impose any such suspension or restriction). 

 
 (j)
The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any,necessary for the sale of the Common Shares, including without limitation, those required by the Principal Market, if any. 

 
 (k)
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,promulgated or endorsed by any court or governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 

 
 (l)
Since the date of execution of this Agreement, no event or series of events shall have occurred that hasresulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default. 

 
 (m)
The Company shall have notified the Principal Market of the issuance of all of the Shares hereunder, thePrincipal Market shall have completed its review of the related Listing of Additional Share form and the Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number ofCommon Shares issuable pursuant to the Promissory Notes to be issued at such Pre- Advance Closing. 

 (n)
The Company shall have consummated the Business Combination on the terms and conditions set forth in the BCAand the SID and there shall have been no amendment, waiver or modification to the BCA or the SID since the date hereof that materially and adversely affects the economic benefits that the Investor would reasonably expect to receive in connectionwith the transaction, except to the extent consented to in writing by the Investor. 

 
 (o)
The Company shall have delivered to the Investor a compliance certificate executed by the chief executiveofficer of the Company certifying that Company has complied with all of the conditions precedent to the applicable Pre-Advance Closing set forth herein and which may be relied upon by the Investor as evidenceof satisfaction of such conditions without any obligation to independently verify. 

 
 (p)
The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments orcertificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. 

 
 (a)
Solely with respect to the Second Pre-Advance Closing, the RegistrationStatement shall be effective in accordance with the provisions set forth in the Registration Rights Agreement, including the effectiveness deadline set froth therein. 

**EXHIBIT A**

**REGISTRATION RIGHTS AGREMEENT**

Execution Version 

**REGISTRATION RIGHTS AGREEMENT**

**THIS REGISTRATION RIGHTS AGREEMENT**(this “Agreement”) dated as of February 23, 2023 is made by and between **YAII 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 thisAgreement, 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 awholly owned subsidiary of the Parent, pursuant to which, upon the terms and subject to the conditions contained therein, Merger Sub shall be merged with and into the Company, with the Company continuing as a wholly owned subsidiary of the Parent;and (ii) that certain scheme implementation deed (“SID”) by and among the Company, SMX and Parent, resulting in SMX becoming a wholly owned subsidiary of the Parent. The transactions contemplated by the BCA and the SID(collectively, the “Business Combination”). In connection with the Business Combination, the Parent will change its corporate name to “SMX (Security Matters) PLC.” The business combination and the other transactionsdescribed in the BCA and the SID are collectively referred to herein as the “Business Combination.” The Investor and the Company may be referred to herein individually as a “Party” and collectively as the“Parties.” 

**WHEREAS**, the Company and the Investor have entered into that certain Reciprocal Standby Equity PurchaseAgreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $25 million of newly issued shares of the Company’s ordinary shares, parvalue $0.0001 per share (the “Common Stock”); and 

**WHEREAS,**pursuant to the terms of, and in consideration for theInvestor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights under the Securities Act of 1933, as amended,and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”). 

**AGREEMENT**

**NOW,THEREFORE,**in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

1. DEFINITIONS. 

Capitalized terms used herein and not otherwise defined herein shall have the respectivemeanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 

(a)“Effectiveness Deadline” means, with respect to a Registration Statement filed hereunder: (i) in the event there is no Pre-Paid Advance (as defined in the Purchase Agreement) outstanding,the 30th calendar day following the initial filing of the Registration Statement, or such longer period until the U.S. Securities and Exchange Commission (“SEC”) has confirmed to theCompany that such Registration Statement is no longer subject to further review and comments; or (ii) in the event that there is a Pre-Paid Advance outstanding, the 30th calendar day following the datehereof, or such longer period until the SEC has confirmed to the Company that such Registration Statement is no longer subject to further review and comments; provided further, however, in the event the Company is notified by the SEC that one of theRegistration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth business day following the date on which theCompany is so notified if such date precedes the date required above. 

(b) “Exchange Act” means the Securities ExchangeAct of 1934, as amended, and the rules and regulations promulgated thereunder. 

(c) “Filing Deadline” means, with respectto the initial Registration Statement required hereunder, if there is a Pre-Paid Advance outstanding the 15th business day following the date hereof, or if there is noPre-Paid Advance outstanding and the Required Financial Statements have not been made available to the Company by the 5th business day following the date hereof, the 10th business day following receipt of theRequired Financial Statements. 

(d) “Person” means a corporation, a limited liability company, an association, apartnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. 

(e)“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registrationstatement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a RegistrationStatement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 

(f) “Registrable Securities” means all of (i) the Shares and Commitment Shares, (ii) any capital stock issued orissuable with respect to the Shares and Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise, and (2) shares of capitalstock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged. 

(g) “Registration Statement” means any registration statement of the Company, including the Prospectus, amendments andsupplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 

 
2 

(h) “Required Financial Statements” means all of the financial statementsrequired by relevant securities law and regulations to be included in a registration statement for the offering of the Registrable Securities, including the financial statement requirements for securities offerings pursuant to Form F-1 and/or Form 20-F.

(i) “Rule 144” means Rule144 under the Securities Act or any successor rule thereto. 

(j) “Rule 415” means Rule 415 promulgated by the SEC pursuantto the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule. 

(k) “SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and theExchange Act at the time. 

(l) “Securities Act” shall have the meaning set forth in the Recitals above. 

 
 2.
REGISTRATION. 

(a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements,obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on whichthe Investor has sold all of the Registrable Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (the “Registration Period”). 

(b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, but in no case later than theFiling Deadline, prepare and file with the SEC an initial Registration Statement on Form F-3 (or, if the Company is not then eligible, on Form F-1) or any successor formthereto covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of suchRegistrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections.The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the business day followingthe date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the RegistrationStatement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receiptthereof from the Company. 

(c) Required Financial Statements. Notwithstanding any other provision in this Agreement, in the eventthere is no Pre-Paid Advance outstanding, the Company will not be required to file an initial Registration Statement by the Filing Deadline unless it has received the Required Financial Statements at least 10business days prior to the Filing Deadline. In the event there is a Pre-Paid Advance outstanding, the Company acknowledges and agrees that it will file the initial Registration Statement pursuant toSection 1(c) herein. 

 
3 

(d) Sufficient Number of Shares Registered. If at any time all Registrable Securitiesare not covered by a Registration Statement filed pursuant to Section 2(a) as a result of Section 2(f) or otherwise, the Company shall use its commercially reasonable efforts to file with the SEC one or more additional RegistrationStatements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case as soon as practicable (taking into account any position of the staff of the SEC with respect to the date on which the Staffwill permit such additional Registration Statement(s) to be filed with the SEC and the rules and regulations of the SEC). The Company shall use its commercially reasonable efforts to cause each such new Registration Statement to become effective assoon as reasonably practicable following the filling thereof with the SEC. 

(e) During the Registration Period, the Company shall(i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filedpursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements inorder to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as sosupplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possibleprovide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of allRegistrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof asset forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’sfiling a report on Form 20-F, or Form 6-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the RegistrationStatement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement. 

(f) Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the eventthat the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall beobligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limitedportion of the Registrable Securities as the SEC shall permit, provided however, that the Company shall use reasonable best efforts to seek the approval of the maximum number of Registrable Securities permitted by the SEC and under applicable law.Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, 

 
4 

promptly following such time as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to theterms of this Section) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter. Provided there are no Pre-Paid Advancesoutstanding, if the inclusion on a registration statement of any of the Registrable Securities is impermissible for any reason whatsoever (whether by law, or any interpretation or comment issued by the SEC) or the Company determines that it isrequired or desirable to reduce or eliminate any Registrable Securities from a registration statement, then the Company shall withdraw or reduce (as appliable), and shall not seek to register on a registration statement, such shares. 

(g) Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement isnot filed on or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on or prior to Effectiveness Deadline or the Company fails to file with the SEC a request for acceleration in accordance with Rule 461promulgated under the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject tofurther review, or (iii) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or (iv) the Investor is notpermitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which neednot be consecutive calendar days), or (v) if after the date that is six months from the date hereof, the Company does not have available adequate current public information as set forth in Rule 144(c) (any such failure or breach being referredto as an “Event”), then in addition to any other rights the Investor may have hereunder or under applicable law, the Company shall be in breach of the term and conditions of this Agreement and such Event shall be deemed an event ofdefault for so long as such Event remains uncured. 

(h) Piggy-Back Registrations. If at any time there is not an effectiveRegistration Statement covering all of the Registrable Securities and the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a RegistrationStatement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii)pursuant to a Registration 

Statement on Form F-4 (or similar form that relates to a transaction subject to Rule145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company andthe form of Registration Statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five days prior to the filing of such Registration Statement) to theholders of Registrable Securities of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders ofRegistrable Securities; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that have been sold or may permanently be sold without any restrictionspursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect (based upon such representations of the Company and the Investor as such counsel may reasonably request), addressed and reasonablyacceptable to the Company’s transfer agent. 

(i) No Inclusion of Other Securities. In no event shall the Company include anysecurities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(d) without notifying the Investor prior to filing such Registration Statement with the SEC. 

 
5 

(j) Suspension of Prospectus. For not more than fifteen (15) consecutive days orfor a total of not more than thirty (30) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event that the Company determinesin good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests ofthe Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shallpromptly (a) notify each Investor in writing of the commencement (and the termination) of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material nonpublic information givingrise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay, and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly aspracticable. 

3. RELATED OBLIGATIONS. 

(a) The Company shall, not less than three business days prior to the filing of each Registration Statement and not less than one Trading Dayprior to the filing of any related amendments and supplements to all Registration Statements (except for supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports on Form 20-F, semi-annual reports filed on Form 6-K or other current reports on Form 6-K), furnish to each Investor copies of all suchdocuments proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor. The Investor shall furnish comments on the RegistrationStatement to the Company within 24 hours of the receipt thereof from the Company and amendments or supplements thereto within 12 hours of the receipt thereof from the Company. The Company shall not file a Registration Statement or any suchProspectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith; *provided* that, the Company is notified of such objection in writing no later than two (2) business days after the Investorhas been so furnished copies of a Registration Statement, provided further that the Company shall not be in breach of this Agreement if failure to meet the deadlines specified in Section 2(g) are due to any such objection by the Investor 

(b) The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,(i) at least one copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminaryprospectus, (ii) ten copies of the final prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents,which are not publicly available through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor. 

(c) In the event there are Pre-Paid Advances outstanding, the Company shall (i) register andqualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor 

 
6 

reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including posteffective amendments) and supplements to such registrations and qualifications as may benecessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and(iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to(w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y)subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. Provided however if there are no Pre-Paid Advances outstandingthe Company shall only be required to use commercially reasonable efforts to comply with subsection (i), (ii), (iii) and (iv) herein. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the Companyof any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actualnotice of the initiation or threat of any proceeding for such purpose. 

(d) The Company shall promptly notify the Investor, at any timeprior to the end of the Registration Period, upon discovery that, or upon of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact oromission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material,nonpublic information), and promptly prepare, file with the SEC and furnish to the Investor a supplement to or amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omitto state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Company shall also promptly notify each Investor in writing (i) when a Prospectusor any Prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor by facsimile onthe same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that apost-effective amendment to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto. 

(e) In the event there are Pre-Paid Advances outstanding, the Company shall prevent the issuance ofany stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order orsuspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment, provided however if there are no Pre-Paid Advances outstanding the Company shall only be required touse commercially reasonable efforts to comply. In the event such stop order or suspension is issued the Company shall notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or itsreceipt of actual notice of the initiation or threat of any proceeding for such purpose. 

 
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(f) In the event there are Pre-Paid Advancesoutstanding, the Company shall cause all of the Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed as provided for in section 7.02 of the Purchase Agreement, provided however if there are no Pre-Paid Advances outstanding the Company shall only be required to use commercially reasonable efforts. The Company shall pay all fees and expenses in connection with satisfying its obligation under thisSection 3(f). 

(g) The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided tothe Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any RegistrationStatement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) suchinformation has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor issought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosureof, or to obtain a protective order for, such information. 

(h) The Company shall cooperate with the holders of the Registrable Securitiesto facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of CommonStock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided, that theCompany may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System. 

(i) In the event there are Pre-Paid Advances outstanding, the Company shall cause the RegistrableSecurities to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities, provided however if there are noPre-Paid Advances outstanding the Company shall only be required to use commercially reasonable efforts. 

(j) In the event there are Pre-Paid Advances outstanding, the Company shall comply with all applicablerules and regulations of the SEC in connection with any registration hereunder, provided however if there are no Pre-Paid Advances outstanding the Company shall only be required to use commercially reasonableefforts. 

(k) Within two business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC,the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement)confirmation that such Registration Statement has been declared effective by the SEC. 

(l) The Company shall take all other reasonableactions necessary to expedite and facilitate disposition by each Investor of Registrable Securities pursuant to a Registration Statement. 

 
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4. OBLIGATIONS OF THE INVESTOR. 

(a) The Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant toSection 2(i) or (ii) the happening of any event pursuant to Section 3(d) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such RegistrableSecurities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary,subject to compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an Investor in accordance with the terms of the Purchase Agreement inconnection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of such notice from the Company for which the Investor has not yet settled. 

(b) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to itor an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement. 

(c) The Investor, byits acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified theCompany in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement. 

5. EXPENSES OF REGISTRATION. 

All expenses incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration anddisposition of Registrable Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees and expenses of the Company’s counsel and accountants (except legal fees ofInvestor’s counsel associated with the review of the Registration Statement). 

6. INDEMNIFICATION. 

With respect to Registrable Securities which are included in a Registration Statement under this Agreement: 

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, thedirectors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against anylosses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating,preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened,whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respectthereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification ofthe offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to bestated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files anyamendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state 

 
9 

therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation oralleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of the Registrable 

Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively,“Violations”). The Company shall reimburse the Investors and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred bythem in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Personarising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the RegistrationStatement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, ifsuch prospectus was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, whichconsent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person. 

(b) In connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to thesame extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of theSecurities Act or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim orIndemnified Damages arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investorexpressly for use in connection with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim;provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effectedwithout the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damagesas does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalfof such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if theuntrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates. 

 
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(c) Promptly after receipt by an Indemnified Person or Indemnified Party under thisSection 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against anyindemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifyingparty, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potentialdiffering interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connectionwith any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action orclaim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for anysettlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the priorwritten consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to suchIndemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party orIndemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencementof any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend suchaction. 

(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during thecourse of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 

(e) The indemnity agreementscontained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject topursuant to the law. 

7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximumcontribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of RegistrableSecurities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. 

 
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8. REPORTS UNDER THE EXCHANGE ACT. 

With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule orregulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents,warrants, and covenants to the following: 

(a) The Company is subject to the reporting requirements of Section 13 or 15(d) of theExchange Act and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 6-K reports. 

(b) During the Registration Period, the Company shall file with the SEC in a timely mannerall required reports under Section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Purchase Agreement) and such reports shall conform to the requirement of theExchange Act and the SEC for filing thereunder. 

(c) The Company shall furnish to the Investor so long as such Investor owns RegistrableSecurities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports anddocuments so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration. 

9. AMENDMENT OF REGISTRATION RIGHTS. 

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and eitherretroactively or prospectively), only with the written consent of the Company and Investor who then hold at least two-thirds (2/3) of the Registrable Securities. Any amendment or waiver effected in accordancewith this Section 9 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No consideration shall be offered orpaid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. 

10. MISCELLANEOUS.

(a)A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflictinginstructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) No Other Registrations. The Company shall not file any other registration statements on FormF-3, Form F-1, or otherwise until the initial Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall notprohibit the Company from filing amendments to registration statements already filed. The Company shall not include any other securities on a Registration Statement unless otherwise agreed by the Investor. 

 
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(c) Any notices, consents, waivers or other communications required or permitted to be givenunder the terms of this Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Purchase Agreement or to such other address and/or electronic mail address and/or to the attention of such otherperson as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver orother communication, (B) electronically generated by the sender’s email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personalservice, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with this section. 

(d)Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. 

(e) The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as itsstockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of lawprovision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New York, for theadjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is notpersonally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personalservice of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good andsufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

(f) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. 

(g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

(h) This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall becomeeffective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000,Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validlydelivered and be valid and effective for all purposes of this Agreement. 

 
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(i) Each party shall do and perform, or cause to be done and performed, all such furtheracts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and theconsummation of the transactions contemplated hereby. 

(j) The language used in this Agreement will be deemed to be the language chosen bythe parties to express their mutual intent and no rules of strict construction will be applied against any party. 

(k) This Agreement isintended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 
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**IN WITNESS WHEREOF,**the Investor and the Company have caused their signature page tothis Registration Rights Agreement to be duly executed as of the date first above written. 

 
**COMPANY:****LIONHEART III CORP.**By  Name: UpliTitle: Chief Executive Officer
 
**INVESTOR:****YAIIPN, LTD.**By: Yorkville Advisors Global, LPIts: Investment ManagerBy: Yorkville Advisors Global II, LLCIts: General PartnerBy: /s/ David GonzalezName: David GonzalezTitle: General Counsel
 
**Acknowledged and agreed:****Empatan Public Limited Com**By: /s/ Doron AName: Doron ATitle: Attorney
 
**Security Matters Limited**By: /s/ Haggai AlonName: Haggai AlonTitle: Chief Executive Officer
 
15 

**EXHIBIT B**

**ADVANCE NOTICE**

**Dated:                        Advance NoticeNumber:                                            **

The undersigned, ,                                            hereby certifies, with respect to the sale of Common Shares of SMX Public Limited Company (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Reciprocal StandbyEquity Purchase Agreement, dated as of [] (the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings as given to them in the Agreement): 

1. The undersigned is the duly elected                         of the Company. 

2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file apost-effective amendment to the Registration Statement. 

3. The Company has performed in all material respects all covenants andagreements to be performed by the Company contained in this Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof. 

4. The number of Advance Shares the Company is requesting is                                     . 

5. The Pricing Period for this Advance shall be an [Option 1 Pricing Period]/[Option 2 Pricing Period. 

6. (For an Option 1 Pricing Period Add:) The Volume Threshold for this Advance shall be ]. (For an Option 2 Pricing Period Add:) TheMinimum Acceptable Price with respect to this Advance Notice is                  (if left blank then no Minimum Acceptable Price will be applicable to thisAdvance). 

7. The number of Common Shares of the Company outstanding as of the date hereof is 

The undersigned has executed this Advance Notice as of the date first set forth above. 

 
SMX Public Limited CompanyBy:  
Please deliver this Advance Notice by email to: 

Email: Trading@yorkvilleadvisors.com

Attention: Trading Department and Compliance Officer 

Confirmation Telephone Number: (201) 985-8300.

**EXHIBIT C**

**SETTLEMENT DOCUMENT**

**VIAEMAIL**

SMX Public Limited Company 

Attn: 

Email: 

 
  Below please find the settlement information with respect to the Advance Notice Date of:                  1.  Number of Common Shares requested in the Advance Notice  1.b.  Volume Threshold (Number of Common Shares in (1) divided by 0.30  1.c.  Number of Common Shares traded during Pricing Period  2.  Minimum Acceptable Price for this Advance (if any)  3.  Number of Excluded Days (if any)  4.  Adjusted Advance Amount (if applicable) (including pursuant to Volume Threshold adjustment))  5.  Option [1] / [2] Market Price  6.  Purchase Price (applicable Market Price x [97%/96%]) per share  7.  Number of Advance Shares due to the Investor  8.  Total Purchase Price due to Company (row 6 x row 7)  
***If there were any Excluded Days then add the following***

 
9.  Number of Additional Shares to be issued to the Investor                  10.  Additional amount to be paid to the Company by the Investor (Additional Shares in row 9 x Minimum Acceptable Price x 97%)  11.  Total Amount to be paid to the Company (Purchase Price in row 8 + additional amount in row 10)  12.  Total Advance Shares to be issued to the Investor (Advance Shares due to the Investor in row 7 + Additional Shares in row 9)  
**Please issue the number of Advance Shares due to the Investor to the account of the Investor as follows:**

**INVESTOR’S DTC PARTICIPANT #:**

**ACCOUNT NAME:**

**ACCOUNT NUMBER:**

**ADDRESS:**

**CITY:**

**COUNTRY:**

**CONTACT PERSON:**

**NUMBER AND/OR EMAIL:**

**Sincerely,**

**YA II PN,LTD.**

 
**Agreed and approved By**SMX Public Limited Company**:**  **Name:** **Title:** 

**EXHIBIT D**

**PROMISSORY NOTE**

**EXHIBIT E**

**INVESTOR NOTICE,**

**CORRESPONDING ADVANCE NOTICE,**

**AND SETTLEMENT DOCUMENT**

**YA II PN, LTD.**

 
**Dated:                Investor**
**NoticeNumber:                    **

On behalf of YA II PN, LTD. (the “Investor”), the undersigned hereby certifies, with respect to the purchase of Common Sharesof SMX Public Limited Company (the “Company”) issuable in connection with this Investor Notice, delivered pursuant to that certain Reciprocal Standby Equity Purchase Agreement, dated as of[                        ], as amended and supplemented from time to time (the “Agreement”), as follows:

 
1.  Advance requested in the Advance Notice2.  
Purchase Price (equal to the Conversion Price as defined in the

Promissory Note)
3.  Number of Shares due to Investor
The aggregate purchase price of the Shares to be paid by Investor pursuant to this Investor Notice and corresponding AdvanceNotice shall be offset against amounts outstanding under the Pre-Paid Advance evidenced by the Promissory Note dated[                 ] (first towards accrued and unpaid interest, and then towards outstanding principal) as follows (and this information shall satisfy theobligations of the Investor to deliver a Settlement Document pursuant to the Agreement): 

 
1.  Amount offset against accrued and unpaid Interest  $[                    ]2.  Amount offset against Principal  $[                    ]3.  Total amount of the Promissory Note outstanding following the Advance  $[                    ]
**Please issue the number of Shares due to the Investor to the account of the Investor as follows:**

**INVESTOR’S DTC PARTICIPANT #:**

**ACCOUNT NAME:**

**ACCOUNT NUMBER:**

**ADDRESS:**

**CITY:**

The undersigned has executed this Investor Notice as of the date first set forth above. 

 
**YA II PN, LTD.**By: Yorkville Advisors Global, LPIts: Investment Manager By: Yorkville Advisors Global II, LLC Its: General Partner By:   Name: