Exhibit
4.05 


 





SMARTMETRIC,
INC.


2017
EQUITY COMPENSATION PLAN


STOCK
OPTION AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the SmartMetric, Inc. (“Company”) 2017 Equity Compensation Plan
(“Plan”) shall have the same defined meanings in this Stock Option Agreement.


 


I.    NOTICE
OF STOCK OPTION GRANT


 


[Optionee’s
Name and Address]


 


You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:


	 	 	 
	Grant
    Number	 	 
	 	 
	Date
    of Grant	 	 
	 	 
	Vesting Commencement Date	 	 
	 	 
	Exercise
    Price per Share	 	 
	 	 
	Total Number of Shares Granted	 	 
	 	 
	Total
    Exercise Price	 	 
	 	 
	Type
    of Option:	 	         Incentive Stock Option
	 	 
	 	 	        
    Nonstatutory Stock Option
	 	 
	Term/Expiration
    Date:	 	 


 


Vesting
Schedule:


 


This
Option shall be exercisable, in whole or in part, in accordance with the following vesting schedule:


 


[__________________________]


 


Termination
Period:


 


This
Option may be exercised for [_______] months after Optionee ceases to be a Service Provider. Upon the death or Disability of the
Optionee, this Option may be exercised for [______] months after Optionee ceases to be a Service Provider. In no event shall this
Option be exercised later than the Term/Expiration Date as provided above.


 


II.    AGREEMENT


 


	 	A.	Grant
    of Option.


 


The
Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement
(the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice
of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the
terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event
of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.


 






    	 



     


    

 


If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent
that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).


 


	 	B.	Exercise
    of Option.


 


(a)     Right
to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant
and the applicable provisions of the Plan and this Option Agreement.


 


(b)     Method
of Exercise. This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”), which shall
state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of
the Plan. The Exercise Notice shall be completed by the Optionee and delivered to the Stock Administration Team of the Company.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall
be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.


 


No
Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the
date the Option is exercised with respect to such Exercised Shares.


 


Method
of Payment.


 


Payment
of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:


 


1.
       cash; or


 


2.
       check; or


 


3.
       consideration received by the Company under a formal cashless exercise program implemented
by the Company in connection with the Plan; or


 


4.       
to the extent permitted by the Administrator, delivery of a properly executed exercise notice together with such other documentation
as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company
of the sale proceeds required to pay the Exercise Price.


 


	 	C.	Non-Transferability
    of Option.


 


This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.


 


	 	D.	Term
    of Option.


 


This
Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement.


 






    	 



     


    

 


	 	E.	Tax
    Obligations.


 


(a)
       Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company
(or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income
and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.


 


(b)
       Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall
immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by the Optionee.


 


	 	F.	Entire
    Agreement; Governing Law.


 


The
Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except
by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.


 


	 	G.	NO
    GUARANTEE OF CONTINUED SERVICE.


 


OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


By
your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this
Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement
and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement.
Optionee further agrees to notify the Company upon any change in the residence address indicated below.


	 	 	 
	OPTIONEE:
	 	SMARTMETRIC,
                                    INC.