Exhibit 4.2


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


SMARTMETRIC, INC.


 


Warrant Shares: 10,000,000


Date of Issuance: July 23, 2021 (“Issuance
Date”)


 


This COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of
the $300,000.00 promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments,
LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or
after the date of issuance hereof, to purchase from SmartMetric, Inc., a Nevada corporation (the “Company”), up
to 10,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be
adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated July
23, 2021, by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized terms used in this Warrant shall have
the meanings set forth in the Purchase Agreement unless otherwise defined in this Warrant. For purposes of this Warrant, the term “Exercise
Price” shall mean $0.05, subject to adjustment as provided herein, and the term “Exercise Period” shall mean
the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary thereof.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise.
Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or
times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share
Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer
agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”
and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds, the Company shall (or direct its transfer agent to) issue for the number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon
delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of such Warrant Shares.
If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater
than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later
than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the
right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of
Warrant Shares with respect to which this Warrant is exercised.


 






     


     


    

 


If the Company fails to cause its transfer agent
to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have
the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.


 


(b) No Fractional Shares. No fractional
shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the
issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the number of
shares issuable shall be rounded up, as the case may be, to the nearest whole share.


 


(c) Holder’s Exercise
Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the
applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group
together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the
Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to
which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i)
exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii)
exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without
limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To
the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such determination.


 


For purposes of this
paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of
Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two
Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. 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 upon exercise of this Warrant. The
limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 






    2


     


    

 


2. ADJUSTMENTS. The
Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Distribution of Assets.
If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of
shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i) any Exercise Price in effect immediately prior
to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution
shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price
by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately
preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors)
applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock
on the Trading Day immediately preceding such record date; and


 


(ii) the number of
Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution
multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event
that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities
exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive
a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common
Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior
to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant
Shares calculated in accordance with the first part of this clause (ii).


 






    3


     


    

 


(b) Anti-Dilution Adjustments
to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire
shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time,
whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including
but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or
potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time
while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the
Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock, Common Stock Equivalents, or Note are (i)
subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such
Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price,
and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after
taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for
the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied
by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation),
F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of
Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained
from dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless
of whether the Common Stock, Common Stock Equivalents, or Note are (i) subsequently redeemed or retired by the Company after the date
of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of
doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base
Share Price under the respective Common stock Equivalents or Note). The Company shall notify the Holder in writing, no later than the
Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to
this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive
a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price
in the Notice of Exercise.


 


Notwithstanding the forgoing Section 2(b), in
the event that the Company successfully lists shares of its common stock on a senior national securities exchange, including but not limited
to the Nasdaq Stock Market and/or New York Stock Exchange, the exercise price of this Warrant shall no longer be subject to the anti-dilution
adjustment provisions provided in Section 2(b) of this Warrant.


 


(c) Subdivision or Combination of Common Stock.
If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company
at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall
be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section
2(c) shall occur.


 






    4


     


    

 


3. FUNDAMENTAL TRANSACTIONS.
If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and
the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects
any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least
50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other
than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of
the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable
upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise
contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise
such warrant into Alternate Consideration.


 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of
shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to
time, and without regard to any limitations on exercise).


 


5. WARRANT HOLDER NOT
DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder
to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


6. REISSUANCE.


 


(a) Lost, Stolen or Mutilated Warrant.
If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably
impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b) Issuance of New Warrants. Whenever
the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this
Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.


 


7. TRANSFER.
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its
successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder
may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of
the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void
if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations
inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without
the need to obtain the Company’s consent thereto.


 






    5


     


    

 


8. NOTICES. Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the
notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately
upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly
convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common
Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT AND WAIVER.
The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Holder.


 


10. GOVERNING LAW AND
VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall
be brought only in the state courts located in the State of New York or in the federal courts located in the State of New York. The parties
to this Warrant 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 BORROWER HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 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 Warrant 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 Transaction Document 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.


 


11. ACCEPTANCE. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


12. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq” means www.Nasdaq.com.


 


(b) “Closing Sale
Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market,
as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade
price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing
does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii)
if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security
as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and
the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 




    6


     


    

 


(c) “Common Stock”
means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or
changed.


 


(d) “Common Stock
Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock,
including without limitation any debt, preferred stock, rights, options, warrants 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.


 


(e) “Dilutive Issuance”
is any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above; provided, however, that a Dilutive Issuance
shall not include any Exempt Issuance.


 


(f) “Exempt Issuance”
means the issuance of (i) shares of Common Stock or options to employees, officers, or directors of the Company pursuant to any stock
or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members
of a committee of non- employee directors established for such purpose, and (ii) shares of Common Stock issued pursuant to real property
leasing arrangement from a bank approved by the Board of Directors of the Company.


 


(g) “Principal Market”
means the primary national securities exchange on which the Common Stock is then traded.


 


(h) “Trading Day”
means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then
listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets,
or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


*   *   *   *   *   *   *


 




    7


     


    

 


IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the Issuance Date set forth above.


 


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


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to exercise
this Common Stock Purchase Warrant)


 


The Undersigned holder
hereby exercises the right to purchase _______________ of the shares of Common Stock (“Warrant Shares”) of SmartMetric,
Inc., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Warrant.


 


		1.	Form of Exercise Price.
                                            The Holder intends that payment of the Exercise Price with respect to _______________ Warrant
                                            Shares;



 


		2.	Payment of Exercise
                                            Price. The holder shall pay the applicable Aggregate Exercise Price in the sum of $_______________
                                            to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant
                                            Shares. The Company shall deliver to the holder ______________ Warrant Shares in accordance
                                            with the terms of the Warrant.



 


Date: __________________________


 


	 	 
	 	(Print Name of Registered Holder)


 


	 	By:	              
	 	Name:	 
	 	Title:  	 


 


 




     


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer of
the Warrant)


 


For
Value Received, the undersigned hereby sells, assigns, and transfers unto ______________ the right to purchase ___________
shares of common stock of SmartMetric, Inc. to which the within Common Stock Purchase Warrant relates and appoints __________________, as
attorney-in-fact, to transfer said right on the books of SmartMetric, Inc. with full power of substitution and re-substitution in
the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the
within Warrant.


 


Dated: _____________


 


	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)


 


* The signature on this Assignment of Warrant
must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement
or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)
and title(s) with such entity.