EX-4.60 31 ex4-60.htm

 

Exhibit 4.60

 

AMENDMENT TO SENIOR SECURED PROMISSORY NOTE DUE DECEMBER 19, 2023

 

FIRST AMENDMENT (“Amendment”) dated as of March 1, 2023 (the “Effective Date”) with respect to that certain Senior Secured Promissory Note due December 19, 2023, accepted and agreed to as of December 19, 2022 (“Secured Note”) (referred to as the “10% Secured Note due One Year from Date of Issue” in the Term Sheet, dated December 19, 2022 (“Term Sheet”)), and other documents related thereto (the Secured Note, Term Sheet and other documents related thereto, collectively, the “Promissory Note”), by and between Security Matters Limited, SMX (Security Matters) PLC (formerly Empatan PLC), and Khoo Boon Hui as “Subscriber”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Promissory Note.

 

WITNESSETH:

 

WHEREAS, pursuant to the Promissory Note, among other things, Subscriber subscribed for and purchased a Note with a value of US$500,000 (the “Note”); and

 

WHEREAS, the Company and Empatan have requested that Subscriber agree to amend the maturity date of the Note, and Subscriber is willing to do so, on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

Section 1. Amendment to the Promissory Note. The Promissory Note is hereby amended so that any payment otherwise due or payable before June 1, 2024 (including but not limited to any interest payments and payment under redemption of warrants), shall be due on June 1, 2024. The amendment to all such payment dates shall be notwithstanding anything to the contrary in the name or designation of the Note and amends any document related to or referred in or contemplated by the Note (including any security granted in relations thereto) (collectively, the “Related Transaction Documents”).

 

Section 2. Continuing Effect of Note. Security Matters Limited and SMX (Security Matters) PLC each hereby ratifies, confirms, and reaffirms all and singular the terms and conditions of the Note, the Promissory Note and the Related Transaction Documents, as amended and modified hereby. Security Matters Limited, SMX (Security Matters) PLC and Subscriber each hereby acknowledges and agrees that the Note and the Related Transaction Documents shall continue to be and shall remain unchanged and in full force and effect in accordance with their respective terms, except as expressly amended and modified by this Amendment. Any terms or conditions contained in this Amendment shall control over any inconsistent terms or conditions in the Promissory Note, the Note or any Related Transaction Documents.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the Effective Date.

 

SECURITY MATTERS LIMITED   SMX (Security Matters) PLC
         
By: /s/ Haggai Alon   By: /s/ Doron Afik
Name: Haggai Alon   Name: Doron Afik
Title: Chief Executive Officer   Title: Attorney

 

By: /s/ Amir Bader  
Name: Amir Bader  
Title: Director  

 

SUBSCRIBER:  
     
By: /s/ Khoo Boon Hui  
Name: Khoo Boon Hui