THE WARRANT REPRESENTED BY THIS CERTIFICATE
AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD OR TRANSFERRED
UNLESS SUCH SALE OR TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT


 





	Warrant No. 2013-  ___	Number of Shares:  ______                          




  


 SMARTMETRIC, INC. 


COMMON STOCK, PAR VALUE $.001 PER
SHARE


VOID AFTER 5:00 P.M. EASTERN STANDARD
TIME


ON APRIL 22, 2015 


 


This Warrant is issued
to _____________________ ("Holder") by SmartMetric, Inc., a Nevada corporation (hereinafter with its successors called
the "Company").


 


For value received
and subject to the terms and conditions hereinafter set out, Holder is entitled to purchase from the Company at an initial purchase
price of $0.50 per share, ____________ (_______) fully paid and nonassessable shares of common stock, par value $0.001
per share ("Common Shares") of the Company. Such purchase price per Common Share, adjusted from time to time as provided
herein, is referred to as the "Purchase Price." Any purchase of the Offering of Units by SmartMetric, Inc., shall be
entitled to receive the same number of Warrants, as evidenced hereby. For each Unit purchase for $12,000, Holders shall receive
75,000 shares of the Company’s Common Stock, and warrants to purchase 75,000 shares of the Company’s Common Stock at
an exercise price of $0.50 per share.


 


1.                 The Holder may
exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise form annexed hereto duly executed,
at the office of the Company, or such other office as the Company shall notify the Holder in writing, together with a certified
or bank cashier's check payable to the order of the Company in the amount of the Purchase Price times the number of Common Shares
being purchased.


 


2.                 
The person or persons in whose name or names any certificate representing Common Shares is issued hereunder shall be deemed
to have become the holder of record of the Common Shares represented thereby as of the close of business on the date on which this
Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such
time as this Warrant is exercised or terminates, the Purchase Price payable and the number and character of securities issuable
upon exercise of this Warrant are subject to adjustment as hereinafter provided.


 






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3.                 
Unless previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard Time, on April 22, 2015, which shall
be deemed to be the date of this Warrant, and shall be void thereafter or can be extended at the Company’s discretion
(“Expiration Date”).


 


4.                 
Cashless Exercise:  The Holder, at its option, in the event the Market Price (defined below) of
the Company’s Common Stock is greater than the Exercise Price, may exercise this Warrant in one or more cashless exercise
transactions any time after the expiration of six (6) months from the Initial Exercise Date then in effect covering the resale
of the Warrant Shares issuable upon such exercise, subject to the following sentence.  In order to effect a Cashless
Exercise, the Holder shall surrender this Warrant as directed by the Company together with notice of cashless election,
in which event the Company shall issue Holder the number of shares of Common Stock computed using the following formula (a “Cashless
Exercise”), assuming that the Exercise Price is less than the Market Price (as defined below):


 


X = Y (A-B)/A





X = the number of shares of Common
Stock to be issued to Holder.


 


Y = the number of shares of Common
Stock for which this Warrant is being exercised.


 


A = the Market Price of one (1)
share of Common Stock (for purposes of this Section 2(c)(iv), where “Market Price,” as of any date, means the
average of the  Closing Prices of the Company’s Common Stock during the five (5) consecutive Trading Day period
immediately preceding the date of Exercise, or other applicable date)


 


B = the Exercise Price.


 


As used herein, the term “Closing
Price” for any security as of any date means the last sales price of the security as reported by, or based upon data reported
by, Bloomberg L.P. or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by holders of a
majority in interest of the Warrants and the Company (“Bloomberg”). If the Closing Price cannot be calculated
for such security on such date in the manner provided above or if the Company’s Common Stock is not publicly-traded, the
Closing Price shall be the fair market value as mutually determined by the Company and the holders of a majority in interest of
the Warrants being. “Trading Day” shall mean any day on which the Common Stock is traded for any period on a
principal securities exchange or other securities market on which the Common Stock is then being traded.


 


For purposes of Rule 144 thereof, it is intended, understood
and acknowledged that the Common Stock issuable upon exercise of this Warrant in a Cashless Exercise transaction shall be deemed
to have been acquired at the time this Warrant was issued.  Moreover, it is intended, understood and acknowledged that
the holding period for the Common Stock issuable upon exercise of this Warrant in a Cashless Exercise transaction shall be deemed
to have commenced on the date this Warrant was issued.


 






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5.Subject to any
stockholder approval required to increase the number of Common Shares authorized under the Company’s Articles of Incorporation,
the Company covenants that it will at all times reserve and keep available a number of its authorized Common Shares, free from
all preemptive rights, which will be sufficient to permit the exercise of this Warrant. The Company further covenants that such
shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges.


 


6.If the Company
subdivides its outstanding Common Shares, by split-up or otherwise, or combines its outstanding Common Shares, the Purchase Price
then applicable to shares covered by this Warrant shall forthwith be proportionately decreased in the case of a subdivision, or
proportionately increased in the case of a combination.


 


7.If (a) the Company
reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into another corporation (but only if the
Company is not the surviving corporation and no longer has more than a single shareholder) or sells, transfers or otherwise
disposes of all or substantially all its property, assets, or business to another corporation, and (b) pursuant to the terms of
such reorganization, reclassification, merger, consolidation, or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock, or other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other
Property”), are to be received by or distributed to the holders of Common Shares, then (c) Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same number of shares of common stock of the successor or acquiring corporation
and Other Property receivable upon such reorganization, reclassification, merger, consolidation, or disposition of assets as a
holder of the number of Common Shares for which this Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation shall
expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to adjust the number of shares
of the common stock of the successor or acquiring corporation for which this Warrant is exercisable. For purposes of this section,
"common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is
not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption
and shall also include any evidences of indebtedness, shares of stock, or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants
or other rights to subscribe for or purchase any such stock. The foregoing provisions of this section shall similarly apply to
successive reorganizations, reclassifications, mergers, consolidations, or disposition of assets.


 






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8.If a voluntary
or involuntary dissolution, liquidation or winding up of the Company (other than in connection with a merger or consolidation of
the Company) is at any time proposed during the term of this Warrant, the Company shall give written notice to the Holder at least
thirty days prior to the record date of the proposed transaction. The notice shall contain: (1) the date on which the transaction
is to take place; (2) the record date (which must be at least thirty days after the giving of the notice) as of which holders of
the Common Shares entitled to receive distributions as a result of the transaction shall be determined; (3) a brief description
of the transaction; (4) a brief description of the distributions, if any, to be made to holders of the Common Shares as a result
of the transaction; and (5) an estimate of the fair market value of the distributions. On the date of the transaction, if it actually
occurs, this Warrant and all rights existing under this Warrant shall terminate.


 


9.In no event shall
any fractional Common Share of the Company be issued upon any exercise of this Warrant. If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 8, be entitled to receive a fractional Common Share, then the Company
shall issue the next higher number of full Common Shares, issuing a full share with respect to such fractional share. If this Warrant
is exercised at one time for less than the maximum number of Common Shares purchasable upon the exercise hereof, the Company shall
issue to the Holder a new warrant of like tenor and date representing the number of Common Shares equal to the difference between
the number of shares purchasable upon full exercise of this Warrant and the number of shares that were purchased upon the exercise
of this Warrant.


 


10.No adjustments
in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least five cents in
such price, provided however, that any adjustments which by reason of this Section 10 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.


 


11.Whenever the
Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 


12.If at any time
prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make any distribution upon its Common
Shares or shall make any subdivision or combination of, or other change in its Common Shares, the Company shall cause notice thereof
to be mailed, first class, postage prepaid, to Holder at least thirty full business days prior to the record date set for determining
the holders of Common Shares who shall participate in such dividend, distribution, subdivision, combination or other change. Such
notice shall also specify the record date as of which holders of Common Shares who shall participate in such dividend or distribution
is to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any dividend
or distribution.


 






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13.The Company
will maintain a register containing the names and addresses of the Holder and any assignees of this Warrant. Holder may change
its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be delivered by confirmed facsimile or telecopy or by a recognized overnight
courier, addressed to Holder at the address shown on the warrant register.


 


14. This Warrant
has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities
laws ("State Acts") or regulations in reliance upon exemptions under the Securities Act, and exemptions under the State
Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and all rights hereunder are transferable in whole
or in part, at the office of the Company at which this Warrant is exercisable, upon surrender of this Warrant together with the
assignment hereof properly endorsed.


 


15. In case this
Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and
deliver the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu
of any Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction
of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction)
and of indemnity with sufficient surety satisfactory to the Company.


 


16.Unless a current
registration statement under the Securities Act, shall be in effect with respect to the securities to be issued upon exercise of
this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time
of any proposed transfer of securities acquired upon exercise hereof, the Company may require Holder to make such representations,
and may place such legends on certificates representing the Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares to be issued without such registration.


 


17. This Warrant
does not entitle Holder to any of the rights of a stockholder of the Company.


 


18.Nothing expressed
in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the parties to this Agreement any covenant, condition, stipulation, promise,
or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall be for
the sole and exclusive benefit of the parties hereto and their respective successors and assigns.


 


19.The provisions and terms of
this Warrant shall be construed in accordance with the laws of the State of New York.


 






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IN WITNESS WHEREOF,
this Warrant has been duly executed by the Company as of the __ day of _________ 2013.


 





	 	SMARTMETRIC, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Chaya Coleena. Hendrick
	 	 	Chief Executive Officer



 






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FORM OF EXERCISE


 


 


Date:
____________________


 


To:SmartMetric, Inc.


 


The undersigned hereby
elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of the attached Warrant to Purchase
Common Stock, and tenders herewith payment of the Warrant Price in full, together with all applicable transfer taxes, if any.


 


Payment shall take
the form of (check applicable box):


 


 ̈in
lawful money of the United States; or


 


 ̈if
permitted (by cashless exercise) the cancellation of __________ shares of Warrant Stock in order to exercise this Warrant with
respect to ____________ shares of Warrant Stock (using the closing price of Company’s common stock the previous trading day
of $______ for this calculation), in accordance with the formula and procedure set forth in paragraph 4.


 


 ̈if
permitted, the cancellation of such number of shares of Warrant Stock as is necessary, in accordance with the formula and procedure
set forth in paragraph 4, to exercise this Warrant with respect to the maximum number of shares of Warrant Stock purchasable pursuant
to a cashless exercise. 


 


Please issue a certificate
or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified
below:


 







  





The shares of Warrant
Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


 

















  





Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended.


 


[SIGNATURE OF HOLDER]


 





	Name of Investing Entity: 	 	 
	 	 	 
	Signature of Authorized Signatory of Investing Entity:	 	 
	 	 	 
	Name and Title of Authorized Signatory:	 	 
	 	 	 
	Date:	 	 



 






    	 



    	 



    

  














ASSIGNMENT


 


 


For Value Received,
the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the within Warrant certificate, together
with all right, title and interest therein, and hereby irrevocably constitutes and appoints ___________________________________
attorney, to transfer the said Warrant on the books of the within-named Company with respect to the number of Common Shares set
forth below, with full power of substitution in the premises.


 





	 	Social
    Security or	 	 
	 	other
    Identifying	 	 
	Name(s)
    of	Number(s)
    of	 	No.
    of
	Assignee(s)	Assignee(s)	Address	Shares










 


 


 


 


 


Dated: ______________________________


 


 


 





	 	 
	 	Signature
	 	 
	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
	 	 
	 	 
	 	 
	 	Print Name and Title