Exhibit 10.2




 




WAIVER AND CONSENT AGREEMENT




 




This

waiver and consent agreement (this “Agreement”) is made and entered into as of November 3, 2021 (the

“Effective Date”), by and between Smartmetric, Inc., a Nevada corporation (the “Company”),

and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB”).




 




R E C I T A L S




 




WHEREAS,

prior to the date hereof, the Company and AJB entered into that certain securities purchase agreement dated as of July 23, 2021

(the “SPA”), pursuant to which the Company issued securities to AJB, including but not limited to a promissory

note in the principal amount of $300,000 (the “Note”);




 




WHEREAS,

the Company desires to effect offerings of its securities that do not qualify as Exempt Issuances under the SPA (the “Future

Offerings”);




 




WHEREAS,

Section 4(d) of the SPA prohibits the Company from conducting any equity financing during the period beginning on the Closing Date

(as defined in the SPA) and ending twelve (12) months following the Closing Date unless the Company first delivers to AJB a written

notice describing the proposed offering and providing AJB an option to purchase the securities being offered in such offering (the

“Right of First Refusal”);




 




WHEREAS,

Section 2.3 of the Note prohibits the Company from incurring any liability for borrowed money so long as the Company has any obligation

under the Note (the “Borrowing Restriction”); and




 




WHEREAS,

in connection with the issuance of the GHS Note and the Future Offerings, AJB desires to: (i) waive the Right of First Refusal,

the Borrowing Restriction, and any other restrictions set forth in the SPA and the Note that may prohibit the Company from issuance

of securities in the Future Offerings (collectively, the “Restrictions”) and (ii) consent to the issuance

of the GHS Note and the effecting of the Future Offerings.




 




NOW,

THEREFORE, in consideration of the mutual covenants of the parties as hereinafter set forth and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:




 











     



     



    



 




A G R E E M E N T




 




1. Incorporation

of Recitals. The above recitals are hereby incorporated into this Agreement and shall constitute a part of this

Agreement.




 




 2. Waiver and Consent.








 




(a)

AJB hereby waives the Restrictions to the fullest extent necessary for the purpose of permitting the Company to effect any

Future Offerings for a period of one year as of the Effective Date and to issue debt or equity securities at any of such

Future Offerings.




 




(b) The

Parties agree to execute and/or deliver such other documents and agreements as are customary and reasonably necessary to

effectuate this Agreement.




 




(c)

This Agreement constitutes a waiver and consent and is limited to the matters expressly consented to and waived herein.




 




 3. Amendment.








 




(a) The

Parties agree to amend Section 4(o) of the SPA by deleting it in its entirety and replacing it with the following (for the

avoidance of doubt Section 4(o)(i) is not being deleted or amended but being retained as set forth in the SPA):




 




“o. Commitment

Fee Shares. The Company shall pay to Buyer, as a commitment fee, Two Hundred Fifty Thousand and No/100 United States

Dollars (US$250,000.00) (the “Commitment Fee”) by issuing to Buyer that number of shares of the Company’s

Common Stock equal to such amount at a per share price of $0.01. It is agreed that the number of shares of Common Stock

issuable to Buyer under this Section 4(o) shall be 25,000,000 (the “Commitment Fee Shares”). The Commitment Fee

Shares are issuable by the Company’s transfer agent (the “Transfer Agent”) in three (3) certificates or

book entry statements, in two certificates representing 6,250,000 of the Commitment Fee Shares issuable to the Buyer

immediately upon the Company’s execution of this Agreement and an additional certificate representing 12,500,000 shares

issuable to the Holder not later than November 8th, 2021. The Buyer shall never be in possession of an amount of Common Stock

greater than 4.99% of the issued and outstanding Common Stock of the Company provided, however that this ownership

restriction described in this Section may be waived by Buyer, in whole or in part, upon 61 days’ prior written notice.

In the event such certificates representing the Commitment Fee Shares issuable hereunder shall not be delivered to the Buyer,

same shall be an immediate default under this Agreement and the other Transaction Documents. The Commitment Fee Shares when

issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The

Commitment Fee Shares shall be deemed fully earned as of the Effective Date, regardless of the amount or number of Loans made

hereunder;”




 











    2



     



    



 




(b)

The Parties agree to amend Section 4(o) of the SPA by deleting clause (ii) thereof in its entirety.




 




(c) The

Company shall deliver 12,500,000 shares of its common stock (the “Additional Shares”) on

the Effective Date. As of the Effective Date, AJB shall be deemed for all purposes to become the holder of record of the

Additional Shares, irrespective of the date such shares are credited to the Holder’s or its designee’s balance

account.




 




 (d) The Parties agree to amend Section 4(d) by deleting it in its entirety.








 




(e)

The Parties agree to amend Section 1.2 of the Note by deleting the second paragraph in its entirety that relates to 3(a)9

conversions.




 




4. Representations

and Warranties of the Company. The Company hereby represents and warrants to AJB:




 




(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The

Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so

qualify would have a material adverse effect on its business or properties.




 




(b)

All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,

execution and delivery of this Agreement and the performance of all obligations of the Company hereunder, and the

authorization (or reservation for issuance of) and issuance of the Additional Shares have been taken on or prior to the

execution of this Agreement.




 




(c)

The Additional Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration

expressed herein, will be duly and validly issued, fully paid and non-assessable.




 




(d)

The Company has not violated any law or any governmental regulation or requirement which violation has had or would

reasonably be expected to have a material adverse effect on its business and the Company has not received written notice of

any such violation.




 




(e)

No consent, waiver, approval or authority of any nature, or other formal action, by any person or entity, not already

obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by

the Company of the transactions provided for herein and therein.




 




(f)

The Company confirms that neither the Company nor any other person acting on its behalf has provided AJB or its agents or

counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information.

The Company understands and confirms that AJB will rely on the foregoing representations in effecting transactions in the

securities of the Company.




 




(g)

The obligation of the Company to consummate the transactions contemplated by this Agreement is not subject to any conditions

or actions of any third party not expressly set forth herein.




 






    3



     



    



 




5. Representations

and Warranties of AJB. The AJB hereby represents and warrants to the Company that:




 




(a)

It has the requisite power and authority to enter into this Agreement and consummate the Settlement.




 




(b) It

is the record and beneficial owner of, and has valid and marketable title to, the Note, free and clear of any lien,

pledge, restriction or other encumbrance (other than restrictions arising pursuant to applicable securities laws).




 




6. Effect

on SPA and Note. Except as expressly set forth herein, the terms and conditions of the SPA and the Note shall remain in

full force and effect and each of the parties hereto reserves all rights with respect to any other matters and remedies.




 




 7. Miscellaneous.








 




(a) This

Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all

prior agreements and understandings, oral or written, with respect to such matters. This Agreement shall inure to the

benefit of and be binding upon the Company and AJB and their respective successors and permitted assigns in accordance with

this Agreement. This Agreement may not be amended, modified or supplemented, and no provision of this Agreement may be

waived, other than by a written instrument duly executed and delivered by a duly authorized representative of each party

hereto.




 




(b)

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regards to

principles of conflicts of laws. Any action brought by either party against the other concerning the transactions

contemplated by this Agreement shall be brought only in the state courts located in the State of New York or in the federal

courts located in the State of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction

and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based

upon forum non conveniens.




 




(c)

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an

original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is

delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on

whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the

original thereof.




 




(d)

None of the Company, its subsidiaries, any of their affiliates, or any person acting on its or their behalf shall, directly

or indirectly, make any offers or sales of any security (as defined in the Securities Act of 1933, as amended (the

“Securities Act”) or solicit any offers to buy any security or take any other actions, under

circumstances that would require registration of any of the Additional Shares under the Securities Act or cause this offering

of the Additional Shares to be integrated with such offering or any prior offerings by SMME for purposes of Regulation D

under the Securities Act.




 











    4



     



    



 




(e)

Each of the Parties shall pay its own respective costs and attorneys’ fees incurred with respect to this Agreement.




 




(f)

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which

together shall constitute one and the same instrument, provided that each Party receives a signed counterpart of the other

Party. An executed counterpart copy delivered by facsimile or otherwise electronically transmitted (such as via e-mail in PDF

format) shall be deemed an original and have the same force and effect as an original signature. This Agreement shall not be

binding unless executed by and delivered to the Parties.




 




 




[SIGNATURE PAGE FOLLOWS]




 











    5



     



    



 




IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be duly executed on the date first above written.




 




	 	COMPANY:
	 	 
	 	SMARTMETRIC, INC.
	 	 
	 	By:	/s/ Chaya Coleena Hendrick
	 	Name:	Chaya Coleena Hendrick
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	AJB:
	 	 	 
	 	AJB CAPITAL INVESTMENTS, LLC
	 	 	 
	 	By:	/s/ Ari Blaine
	 	Name: 	Ari Blaine
	 	Title:	 Partner





 




 




[Signature Page

to Waiver and Consent Agreement]




 











     



     



    



 




EXHIBIT A




 




GHS SPA AND GHS NOTE




 




[Attached Hereto]




 




 




[Exhibit A to

Waiver and Consent Agreement]