Exhibit
10.14


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights AGREEMENT (the “Agreement”), dated as of
March 5, 2020 (the “Execution Date”), is entered into by and between SmartMetric, Inc., aNevadacorporation
with its principal executive office at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV (the “Company”),
and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY
11753 (the “Investor”).


 


RECITALS:


 


Whereas,
pursuant to the Equity Financing Agreemententered into by and between the Company and the Investor of even date (the “Equity
Financing Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”), up to an aggregate purchase
price of FourMillionDollars($4,000,000);


 


Whereas,
as an inducement to the Investor to execute and deliver the Equity Financing Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of
Common Stock issuable pursuant to the Equity Financing Agreement.


 


Now
therefore, in consideration of the foregoing
promises and the mutual covenants contained hereinafter and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION
I

DEFINITIONS


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Execution
Date” shall have the meaning set forth in the preambles.


 


“Investor”
shall have the meaning set forth in the preambles.


 


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


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing
one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable
Securities” means (i) the shares of Common Stock issued or issuable pursuant to the Equity Financing Agreement, and
(ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration
Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions
of Rule 144 (or any similar provision then in force) under the 1933 Act.


 






    


     


    

 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Registered
Offering Transaction Documents” shall mean this Agreement and the Equity Financing Agreement between the Company and
the Investor as of the date hereof.


 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as
in the Equity Financing Agreement.


 


SECTION
II

REGISTRATION


 


2.1 The
Company shall, within sixty (60) calendardaysupon the date of execution of this Agreement, use its best efforts to file with the
SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such
a registration, on such other form as is available for such registration), covering the resale of all of the Registrable Securities,
which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration
Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits,
stock dividends or similar transactions. The Company shall initially register for resale all of the Registrable Securities which
would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company’s
Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth
in the Equity Financing Agreement except to the extent that the SEC requires the share amount to be reduced as a condition of
effectiveness.


 


2.2 The
Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within
thirty (30) calendar days, but no more than ninety (90) calendar days after the Company has filed the Registration Statement.


 


2.3 The
Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without Investor’s
prior written consent which Investor may withhold in its sole discretion. Furthermore, the Company agrees that it will not file
any other Registration Statement for other securities, until thirty calendar days after the Registration Statement for the Registrable
Securities is declared effective by the SEC.


 


2.4 Notwithstanding
the registration obligations set forth in Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs
the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform the Investor
and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii)
withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register
for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable
efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register
for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the
New Registration Statement (each, an “Additional Registration Statement”).


 






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SECTIONIII

RELATED OBLIGATIONS


 


At
such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2.1, the
Company will affect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, with respect thereto, the Company shall have the following obligations:


 


3.1 The
Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities
to become effective and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the
Investor shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of
Common Stock under the Equity Financing Agreement (the “Registration Period”). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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 in which they were made, not misleading. The Company shall use all commercially reasonable efforts to respond
to all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company shall use all commercially
reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective no later than
three(3) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor agrees
to provide all information which is required by law to provide to the Company, including the intended method of disposition of
the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such information.


 


3.2 The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
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 Investor thereof as set forth in such Registration
Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement
is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or
file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable
Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor
arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects
to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar
days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new
Registration Statement to become effective as soon as practicable following the filing thereof.


 






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3.3 The
Company shall make available to the Investor and its legal counsel without charge (i) promptly after the same is prepared and
filed with the SEC at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration
Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or
on behalf of the Company to the SEC or the staff of the SEC and any correspondence from the SEC or the staff of the SEC to the
Company or its representatives; (ii) upon the effectiveness of any Registration Statement, the Company shall make available copies
of the prospectus, via EDGAR, included in such Registration Statement and all amendments and supplements thereto; and (iii) such
other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to
time to facilitate the disposition of the Registrable Securities.


 


3.4 The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably
requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary 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 (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3.4, or (y) subject itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor of the
receipt by the Company of 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 actual notice of the initiation or threatening of any proceeding for such purpose.


 


3.5 As
promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of any
event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission 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 (“Registration Default”) and use all
diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps
to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed
by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated
by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or
amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective
(the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such
effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness
order prepared by the SEC once it is received by the Company; (ii) of any request by the SEC for amendments or supplements to
the Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement
is no longer effective, or (v) if the Registration Statement is stale as a result of the Company’s failure to timely file
its financials or otherwise


 


3.6 The
Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration
statement.


 






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3.7 The
Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration
Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However,
any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement
of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s
Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor
from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s
Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or
kind between the Company and the Investor.


 


3.8 At
the request of the Investor, the Company’s counsel shall furnish to the Investor, within two (2) business days, an opinion
letter confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness
of the registration statement, in a form suitable to the Investor.


 


3.9 The
Company shall hold in confidence and not make any disclosure of information concerning the Investor 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 Registration Statement, or (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. The Company
agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor,
at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering
such information.


 


3.10 The
Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts,
the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the
Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all
fees and expenses in connection with satisfying its obligation under this Section 3.10.


 


3.11 The
Company shall cooperate with the Investor to facilitate the prompt preparation and delivery of the Registrable Securities to be
offered pursuant to the Registration Statement and enable such Registrable Securities to be in such denominations or amounts,
as the case may be, as the Investor may reasonably request.


 


3.12 The
Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration
Statement filed pursuant hereto.


 


3.13 If
requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective
amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities
to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon
as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.


 






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3.14 The
Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


 


3.15 The
Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC
in connection with any registration hereunder.


 


3.16 Within
three (3) business day after the Registration Statement is declared effective by the SEC, the Company shall deliver to the transfer
agent for such Registrable Securities, with copies to the Investor, confirmation that such Registration Statement has been declared
effective by the SEC.


 


3.17 The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to the Registration Statement.


 


SECTION
IV

OBLIGATIONS OF THE INVESTOR






4.1 At
least five (5) calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify
the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be
a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable
Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the
registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration
as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale of Registrable Securities
by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution” section of the then
current prospectus relating to such Registration Statement.


 


4.2 The
Investor, by its 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 any Registration Statement hereunder, unless the Investor has notified
the Company in writing of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


4.3 The
Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section
3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.


 






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SECTION
V

EXPENSES OF REGISTRATION


 


All
legal expenses, other than underwriting discounts and commissions and other than as set forth in the Equity Financing Agreement,
incurred in connection with registrations including comments, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, and printing fees shall be paid by the Company.


 


SECTION
VI

INDEMNIFICATION


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


6.1 To
the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend
the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives
of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934,
as amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, 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 respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state 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 or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse
the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) shall not apply to
a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information
furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure
of the Investor to deliver or to cause to be delivered the prospectus made available by the Company or (b) the Indemnified Person’s
use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus;
(iii) any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure
to register as a dealer under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material
fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v)
any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent 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 and shall survive the resale of the Registrable Securities by the Investor pursuant
to the Registration Statement.


 






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6.2 In
connection with any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors,
each of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information
furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section
6.3, the 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 6.2 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 effected
without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall only be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as 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 behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented. This indemnification
provision shall apply separately to each Investor and liability hereunder shall not be joint and several.


 






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6.3 Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section6 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 any indemnifying 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 to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified
Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate
legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the
Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification
hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with 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 or Claim. 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 any settlement of any action,
claim or proceeding affected without its written consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the 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 such Indemnified Party or Indemnified Person of a release from all liability
in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all
rights of the Indemnified Party or Indemnified 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 commencement of 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
such action.


 


6.4 The
indemnity agreements contained 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
to pursuant to the law.


 


SECTIONVII


CONTRIBUTION


 


7.1 To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution 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 contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.


 


SECTION
VIII


REPORTS
UNDER THE 1934 ACT


 


8.1 With
a view to making available to the Investor the benefits of Rule 144 promulgated under the1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
(“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule
144, the Company agrees to:


 


		a.	make
                                         and keep adequate current public information available, as those terms are understood
                                         and defined in Rule 144;



 






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		b.	file
                                         with the SEC in a timely manner all reports and other documents required of the Company
                                         under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements
                                         (it being understood that nothing herein shall limit the Company’s obligations
                                         under Section 5(c) of the Equity Financing Agreement) and the filing of such reports
                                         and other documents is required for the applicable provisions of Rule 144; and



 


		c.	furnish
                                         to the Investor, promptly upon request, (I) a written statement by the Company that it
                                         has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,
                                         (ii) a copy of the most recent annual or quarterly report of the Company and such other
                                         reports and documents 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.



 


SECTION
X


MISCELLANEOUS


 


9.1 NOTICES.
Any notices or other communications required or permitted to be given under the terms of this Agreement that must be in writing
will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email; or (iii)
one (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 shall be:


 


	 	
        If to the Company:

         

         

         

         

         
	 	
        SmartMetric, Inc.

        3960 Howard Hughes Parkway

        Suite 500

        Las Vegas, NV 89169

        Attn: Chaya Hendrick, President and CEO

        

	 	
        With Copy to:

        (which copy shall not constitute notice)

         
	 	
        Lucosky Brookman LLP

        101 Wood Avenue South, Fifth Floor

        Woodbridge, New Jersey 08830

        Attn: Joseph M. Lucosky, Esq.

         

	 	If to the Investor:	 	
        GHS Investments, LLC

        420 Jericho Turnpike, Suite 102

Jericho, NY 11753

        






 


Each
party shall provide five (5) business days prior notice to the other party of any change in address, phone number or facsimile
number.


 


9.2 NO
WAIVERS. 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.


 






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9.3 NO
ASSIGNMENTS. The rights and obligations under this Agreement shall not be assignable.


 


9.4 ENTIRE
AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents
supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.
The provisions of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5 HEADINGS.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.
This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared
the same.


 


9.6 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


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


 


9.8 SEVERABILITY.
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.


 


9.9 Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada without regard 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 or federal courts located in New York City, 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. The
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the
Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


9.10 NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of,
nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor
may be enforced by its general partner.


 


[Signature
page follows]


 






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Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement
as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration
Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate,
and agrees to be bound by its terms.


 


	 	GHS
    INVESTMENTS, LLC.
	 	 
	 	By: 	
	 	Name: 	 
	 	Title: 	Member
	 	 
	 	smartmetric,
    inc.
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 
	 	 



 


 


[SIGNATURE
PAGE OF REGISTRATION RIGHTS AGREEMENT]


 


 


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