Exhibit
10.19


 


EQUITY
PURCHASE AGREEMENT


 


This
equity purchase agreement is entered into as of March 8, 2022 (this “Agreement”), by and between SmartMetric, Inc.,
a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase up to Five Million Dollars ($5,000,000.00) of the Company’s
Common Stock (as defined below);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I

CERTAIN DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock on the Principal Market in the
seven (7) Trading Days immediately preceding the respective Put Date multiplied by the lowest volume weighted average price of the Company’s
Common Stock on the Principal Market during the seven (7) Trading Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all fees of the Placement Agent with respect to the transactions contemplated by this Agreement, as well
as all of the Investor’s brokerage firm, clearing firm, Transfer Agent fees, and attorney fees, with respect to the Put Shares.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 



     


     


    




 


“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor
shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after
the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur during any Valuation
Period or at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the
initial effective date of the Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law,
the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company
or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided,
however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth
in Article X shall survive the termination of this Agreement.


 


“Commitment
Shares” shall mean 7,500,000 shares of the Company’s common stock which shall be issued to Investor on the date of this
Agreement.


 


“Common
Stock” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 






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“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares,
Warrant Shares, or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have
a policy prohibiting or limiting delivery of the Commitment Shares, Warrant Shares, or Put Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


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


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Investment
Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price, minus the Clearing Costs.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Initial
Purchase Price” shall mean 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market
on the Trading Day immediately preceding the respective Put Date.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 






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“Market
Price” shall mean the average of the two (2) lowest volume weighted average prices of the Company’s Common Stock on the
Principal Market during the Valuation Period, in each case as reported by Quotestream or other reputable source designated by the Investor.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction
Document.


 


“Maximum
Commitment Amount” shall mean Five Million Dollars ($5,000,000.00).


 


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


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, and Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, and OTC Pink), or other principal exchange or recognized quotation system which is at the time the principal trading platform
or market for the Common Stock.


 


“Purchase
Price” shall mean 90% of the Market Price on such date on which the Purchase Price is calculated in accordance with
the terms and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to
Section 2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


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


 


“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock potentially issuable at such
time pursuant to the Transaction Documents, which shall be calculated on each such date as follows: the then remaining Maximum
Commitment Amount divided by the Initial Purchase Price on each such date plus any Commitment Shares and Warrant Shares, ignoring
any beneficial ownership limitations set forth herein and therein.


 






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“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Put Shares, Warrants, Warrant Shares, and Commitment Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


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


 


“Transaction
Documents” shall mean this Agreement, the registration rights agreement of even date, and all exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Worldwide Stock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 1 University
Plaza, Suite 505, Hackensack, NJ 07601, and any successor transfer agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent entered into on or around the date of this
Agreement that instructs the Transfer Agent to issue the Put Shares, Warrant Shares, and the Commitment Shares pursuant to the Transaction
Documents.


 


“Valuation
Period” shall mean the period of seven (7) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice during which the Purchase Price of the Common Stock is valued. The Valuation Period shall begin on the first Trading Day following
the Clearing Date.


 






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“Warrants”
shall mean that certain common stock purchase warrant for the purchase of 500,000 shares of the Company’s common stock (the “First
Warrant”), common stock purchase warrant for the purchase of 1,000,000 shares of the Company’s common stock (the “Second
Warrant”), common stock purchase warrant for the purchase of 1,000,000 shares of the Company’s common stock (the “Third
Warrant”), common stock purchase warrant for the purchase of 2,500,000 shares of the Company’s common stock (the “Fourth
Warrant”), and common stock purchase warrant for the purchase of 62,500,000 shares of the Company’s common stock (the “Fifth
Warrant”), all of which shall be issued to Investor on the date of this Agreement.





 


“Warrant
Shares” shall mean all of the shares of Common Stock underlying the Warrants.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company
shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time,
to purchase Put Shares (i) in a minimum amount not less than $25,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00
or (b) 150% of the Average Daily Trading Value.


 


Section
2.2 MECHANICS.


 


(a)
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.
The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall only be used
for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance
with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining
the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). At the end of the Valuation Period,
the Purchase Price for the respective Put Shares and Investment Amount shall be established as further provided in this Agreement. The
Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within one (1) Trading Day following the
Put Date.


 


(b)
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor
if such notice is received on or prior to 9:00 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by email after
9:00 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver a Put Notice to the
Investor during the period beginning on the Put Date of the immediately prior Put Notice and ending on the date that is seven (7) Trading
Days after the Clearing Date associated with the Common Stock of the immediately prior Put Notice.


 






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Section
2.3 CLOSINGS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount,
then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with
such Put. The Closing of a Put shall occur within two (2) Trading Days following the end of the respective Valuation Period, whereby
the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement 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 the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is required.
Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor in
accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 






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Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405
of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or
similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction
Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture,
instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such
indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require
the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or
legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company.


 


Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertising.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that:


 


Section
4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 






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Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this Agreement
and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


Section
4.3 CAPITALIZATION. Except as set forth in the SEC Documents, the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents and except as
a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.


 






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Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the
Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Principal Market. The Company is, and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules
and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents
comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of
the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf
has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions
in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents.


 






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Section
4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance
of the Put Shares, Warrants, Warrant Shares, and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s
or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict
with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under,
result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar
provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of
any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected (except
for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in
the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of
the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental
entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The
Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make
any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to
be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for
purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations
and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been
disclosed in subsequent SEC Documents.


 


Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no actions, suits, investigations, inquiries
or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge
of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary
or any current or former director or officer of the Company or any Subsidiary.


 






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Section
4.10 REGISTRATION RIGHTS. Except as set forth in the SEC Documents, no Person (other than the Investor) has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


Section
4.11 NO SOLICITATION; NO BROKERS. Except with respect to J. H. Darbie & Co., a registered broker-dealer (CRD#: 43520) (the
“Placement Agent”), the Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company acknowledges and
agrees that neither the Investor nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into
this Agreement and consummate the transactions described in this Agreement.


 


ARTICLE
V


COVENANTS OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock
will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and
the Principal Market.


 


Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales during the period from the date hereof to the end of the Commitment Period.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common
Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement,
maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.


 


ARTICLE
VI


COVENANTS OF THE COMPANY


 


Section
6.1 RESERVATION OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to
the Required Minimum in accordance with the terms of this Agreement.


 


Section
6.2 LISTING OR QUOTATION OF COMMON STOCK. The Company shall promptly secure the listing or quotation of all of the Put Shares
to be issued to the Investor hereunder, Warrant Shares, and Commitment Shares on the Principal Market (subject to official notice of
issuance) and shall maintain the listing or quotation of all such Put Shares issuable hereunder, Warrant Shares, and the Commitment
Shares. The Company shall maintain the (i) listing or quotation and (ii) trading of the Common Stock on the Principal Market
(including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.


 






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Section
6.3 OTHER EQUITY LINES AND TRANSACTIONS. So long as this Agreement remains in effect, the Company covenants and agrees that it
will not, without the prior written consent of the Investor, enter into any other Equity Line of Credit (as defined below) with any other
party. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor
or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period
of time and at an agreed price or price formula.


 


Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including
the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least one
(1) Trading Day prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor
shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading
Day from the date the Investor receives it from the Company. The Company shall also file with the SEC, within forty-five (45) calendar
days after the date of this Agreement, a new registration statement (the “Registration Statement”) covering only the
resale of the Put Shares, Warrant Shares (provided, however, that the portion of the Warrant Shares underlying the Fifth Warrant shall
be excluded), and the Commitment Shares. The Company shall use its reasonable best efforts to have the Registration Statement declared
effective by the SEC within ninety (90) calendar days from the date hereof (or at the earliest possible date if prior to ninety (90)
calendar days from the date hereof).


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF


PUT
NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. In addition to the other provisions of this
Agreement, the right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions
set forth below:


 


(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such
time.


 


(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 






    13


     


    

 


(c)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive
any Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company may
issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange
Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase
Put Shares is subject to the satisfaction of each of the following conditions:


 


(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Put Shares, Warrant Shares, and the Commitment Shares at prevailing market prices (and not fixed
prices) and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order
with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal
of the effectiveness of, such Registration Statement or related prospectus shall exist.


 


(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).


 


(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 






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(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or
quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any
reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the
Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced
accordingly.


 


(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in
the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is
given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following
such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.


 


(h) PRINCIPAL
MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap if applicable.


 


(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered).


 


(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


(k)
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.


 


(l) DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 






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(m)
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been
filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within
the applicable time periods prescribed for such filings under the Exchange Act.


 


(n)
RESERVE. The Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company
shall have satisfied the reserve requirements with respect to all other contracts between the Company and Investor, and the Transfer
Agent Instruction Letter shall have been executed by the Company and the Transfer Agent as well as acknowledged and agreed to in writing
by the Transfer Agent.


 


(o)
MINIMUM PRICING. The lowest traded price of the Common Stock in the seven (7) Trading Days immediately preceding the respective
Put Date must exceed $0.01 per share.


 


(p) BANKRUPTCY.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under
any bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary of the
Company (the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not to
have the effect of causing Bankruptcy Proceedings to arise. In the event of Bankruptcy Proceedings as contemplated by this Section
7.2(p), the Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and
the Purchase Price with respect to such Put shall be reduced accordingly.


 


ARTICLE
VIII


LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put
Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 






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ARTICLE
IX


NOTICES; INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The
addresses for such communications shall be:


 


If to the Company:


 


SmartMetric,
Inc.


3960
Howard Hughes Parkway, Suite 500


Las
Vegas, NV 89169


Email:
ceo@smartmetric.com


Attention:
Chaya Hendrick


 


If
to the Investor:


 


Mast
Hill Fund, L.P.


48
Parker Road


Wellesley,
MA 02482


Email:
admin@masthillfund.com


 


Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’
prior written notice of such changed address to the other party hereto.


 






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Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party
along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and
against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting
from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or 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 the light of the circumstances
under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities
law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing
its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any
Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue
statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished
to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof
or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall
be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced
by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the
period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as
defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
Party against such Third Party Claim.


 






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(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the
right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the
Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent
of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or
that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to
Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement
thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file
any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or
appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the
Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying
Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in,
but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause
(i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to
such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a
Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party
Claim.


 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a
reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the
Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense
and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the
Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified
Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing
provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the
Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such
Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below,
the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this
clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified
Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by
the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to
such participation.


 






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(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to
such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third
Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature
of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good
faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by
any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,
the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within
thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)
The Indemnifying Party agrees to pay the Indemnified Party, 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.


 


(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 






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ARTICLE
X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Nevada without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive
jurisdiction of the United States federal and state courts located in the Commonwealth of Massachusetts, with respect to any dispute
arising under the Transaction Documents or the transactions contemplated thereby.


 


Section
10.2 [Intentionally Omitted.]


 


Section
10.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other
Person.


 


Section
10.4 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section
9.3.


 


Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation
Period or at any time that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate at the
end of the Commitment Period. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Articles III, IV, VI,
IX of this Agreement and the agreements and covenants of the Company and the Investor set forth in Article X of this Agreement shall
survive the termination of this Agreement and (ii) the Investor shall retain all rights to the Commitment Shares, Warrants, and Warrant
Shares even if this Agreement is terminated.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay
all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor. Upon
execution of this Agreement, the Company shall issue the Commitment Shares and Warrants to Investor for its commitment to enter into
this Agreement. The Commitment Shares and Warrants shall be earned in full upon the execution of this Agreement, and the issuance of
the Commitment Shares and Warrants is not contingent upon any other event or condition, including but not limited to the effectiveness
of the Registration Statement or the Company’s submission of a Put Notice to the Investor. In addition, the Investor shall withhold
$5,000.00 from the Investment Amount with respect to the first Put under this Agreement for reimbursement of Investor’s expenses
relating to the preparation of this Agreement.


 


Section
10.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of
the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts
and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by
email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section
10.10 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.


 


Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 






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Section
10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date
that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the
immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both
parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.


 


Section
10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further
agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	THE COMPANY:
	 	 	 
	 	SMARTMETRIC,
    INC.
	 	 	 
	 	By:	/s/
    Chaya Hendrick
	 	Name:	Chaya Hendrick
	 	Title:	Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	 	 
	 	MAST HILL FUND,
    L.P.
	 	 	 
	 	By:	/s/
    Patrick Hassani
	 	Name:	Patrick Hassani
	 	Title:	Chief Investment Officer



 


[Signature
Page to equity purchase agreement]


 






    24


     


    

 


EXHIBIT
A


 


FORM
OF PUT NOTICE


 


TO:
MAST HILL FUND, L.P.


DATE: ____________________


 


We
refer to the equity purchase agreement, dated March 8, 2022 (the “Agreement”), entered into by and between SmartMetric,
Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We
hereby:


 


1)
Give you notice that we require you to purchase __________ Put Shares pursuant to the Agreement; and


 


2)
The Initial Purchase Price pursuant to the Agreement is __________; and


 


3)
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 





	 	SMARTMETRIC, INC.
	 	 	 
	 	By:	 
	 	Name:	Chaya Hendrick
	 	Title:	Chief Executive Officer


 






    A-1


     


    

 


EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE

OF SMARTMETRIC, INC.


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated March 8, 2022 (the “Agreement”), by and between
SmartMetric, Inc. (the “Company”) and Mast Hill Fund, L.P. (the “Investor”), the undersigned, in
his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof (such
date, the “Condition Satisfaction Date”), the following:


 


1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)
with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction
Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement
to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and


 


2.
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not
limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the ________, 20__.


 





	 	By:	 
	 	Name:	Chaya Hendrick
	 	Title:	Chief Executive
    Officer


 






    B-1