Exhibit 10.3


 


LOCK-UP AGREEMENT


 


April 12, 2022


 


 


		Re:	Securities Purchase Agreement, dated as of April 12, 2022, between VerifyMe, Inc., a Nevada corporation
(the “Company”) and the purchasers signatory thereto (the “Purchasers”)



 


Ladies and Gentlemen:


 


Defined terms not
otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Securities
Purchase Agreement (the “Purchase Agreement”), dated as of April 12, 2022. Pursuant to Section 2.2(a) of the Purchase
Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably
agrees with the Company that, from the date hereof until ninety (90) after the date of the Purchase Agreement (such period, the “Restricted
Period”), the undersigned will not offer, sell, contract to sell, lend, hypothecate, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to, result in the disposition, whether by actual disposition
or effective economic disposition due to cash settlement or otherwise, by the undersigned), directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities
convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by
the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act. The undersigned hereby authorizes the Company during the Restricted Period to cause any transfer agent for the Securities
to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Securities for which
the undersigned is the records owner and the transfer of which would be a violation of the Letter Agreement.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (i) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restricted Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer (ii) any such transfer shall not involve a disposition for
value, (iii) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange
Act and no report of such transfer shall be made voluntarily, and (iv) neither the undersigned nor any donee, trustee, distributee
or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to
transfer:


 


	 	i)	as a bona fide gift or gifts;


 


	 	ii)	
    to any immediate family
member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes
of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote
than first cousin); 




     






    	 	 	 



    	 



    

 


	 	iii)	to any corporation, partnership, limited liability company, or other business entity, all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;


 


	 	iv)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned;


 


	 	v)	if the undersigned is a trust, to the beneficiary of such trust;


 


	 	vi)	by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; 


 


	 	vii)	
    by operation of law, such
as pursuant to a qualified domestic order or in connection with a divorce settlement; or 



 





	 	vii)	 of securities purchased in open market transactions after the Closing Date.


 


In addition, notwithstanding
the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned upon (i) exercise any
options granted under any employee benefit plan of the Company (including a cashless exercise or broker-assisted exercise and payment
of tax obligations); provided that any shares of Common Stock or Securities acquired in connection with any such exercise will be subject
to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided that such shares of Common Stock delivered
to the undersigned in connection with such exercise are subject to the restrictions set forth in this Letter Agreement.


 


Furthermore, the
undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may
only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority,
is made (or required to be made) in connection with the establishment of such plan during the Restricted Period, and (ii) no sale of shares
of Common Stock are made pursuant to such plan during the Restricted Period.


 


The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to the Purchaser to complete
the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.


 



    		2	



    	 



    




 


This Letter Agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter
Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict
of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding
arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an
inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the
Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and the Purchaser, but that the Purchaser
is a third-party beneficiary of this Letter Agreement.


 


This Letter Agreement shall
be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into
a similar agreement for the benefit of the Purchaser.


 



    		3	



    	 



    




 


*** SIGNATURE PAGE FOLLOWS***


 


 


 


This Letter Agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


 


	 	 
	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Position in Company, if any	 
	 	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 


 


 


4