Exhibit 10.5


 


 


 





April 9, 2019


 


 


POC Advisory Group, LLC


17 Surro Drive


Framingham, MA 01701


Attention: Mr. Keith Goldstein


 


Re: Consulting Agreement


 


Dear Keith:


 


In accordance with the direction of the
Board of Directors, this letter agreement serves as the Second Amendment to the Consulting Agreement entered into as of September
1, 2017 (the “Agreement”) between VerifyMe, Inc. (the “Company”) and POC Advisory Group, LLC (the “Consultant”).
The Company agrees to extend the Agreement, as amended by the First Amendment to Consultant Agreement dated March 1, 2018 (the
“First Amendment”) for a two-year term effective March 1, 2019 and expiring March 1, 2021 with the following changes:


 


		·	A monthly consulting fee of $14,500 payable
on the first calendar day of each month;



 


		·	New five year option grant of 1 million
options under the 2017 Equity Incentive Plan, exercisable at $0.195 per share with 500,000 options vesting annually beginning on
March 1, 2020, subject to continuing to perform services on each applicable vesting date and subject to execution of the Company’s
standard Stock Option Agreement. The options will be exercisable cashlessly and will vest immediately prior to a Change of Control
or termination of the Agreement without cause. For the purpose of this letter agreement, notwithstanding the 2017 Equity Incentive
Plan, Change of Control has the following meaning and includes each of the following:



 


		o	“Change of Control” means:



 


(1)       A
sale, transfer, or other disposition by the Company through a single transaction or a series of transactions of securities of the
Company representing 50% or more of the combined voting power of the Company’s then outstanding securities and a replacement
of the majority of the members of the Board under Clause (4) below. For purposes of this definition, the term “Person”
shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including
a “group” as referred to in Section 13(d)(3) of the Securities Exchange Act of 1934).


 


(2)       A
sale, transfer, or other disposition through a single transaction or a series of related transactions of all or substantially all
of the assets of the Company;


 


 


Clinton Square, 75 S. Clinton
Ave, Suite 510 | Rochester, NY 14604


Phone:
585-736-9400 |  www.verifyme.com |
OTCQB:VRME


 






    	 	 	 



    	 



    

 


 


 


(3)       Any
consolidation or merger of the Company, unless the consolidation or merger is primarily for the purpose of changing the domicile
of the Company;


 


(4)       Within
a 12 month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to
the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened
election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director.


 


		·	Until expiration of this letter agreement,
the Consultant agrees that he shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate
his or her employment with the Company, for the purposes of providing services for a Prohibited Business, or solicit for employment
or recommend to any third party the solicitation for employment of any individual who was employed by the Company or any of its
subsidiaries and affiliates at any time during the one year preceding the termination of this letter agreement and the Agreement.



 


		·	The Consultant agrees that it will not
directly or indirectly derive any compensation from any VerifyMe products and services from customers of the Company except through
the Agreement, as amended.



 


		·	Sections 1, 2, and 5 of the First Amendment
are revoked per the above noted new two-year term and updated monthly consulting fees.



 


		·	Keith Goldstein shall supply all services
on behalf of the Consultant and if he fails to do so, the Company may terminate this letter agreement and the Agreement and First
Amendment without any liability to the Consultant. For avoidance of doubt, notwithstanding Section 6 of the First Amendment such
failure of Keith Goldstein to perform the services shall be Cause. 



 


 


Clinton Square, 75 S. Clinton
Ave, Suite 510 | Rochester, NY 14604


Phone:
585-736-9400 |  www.verifyme.com |
OTCQB:VRME


  






    	 	 	 



    	 



    

 


 


 


Please execute a copy of this letter agreement evidencing
your agreement to its terms.


 


	 	Sincerely,
	 	 
	 	 
	 	 
	 	/s/ Patrick White
	 	 
	 	Patrick White, Chief Executive Officer


 


 


	We hereby agree to the foregoing:
	 	 
	 	 
	 	 
	 	 
	By:	/s/ Keith Goldstein	 
	 	Keith Goldstein, Manager and 
	 	Individually as to the non solicitation of employees. 


 


 


 


Clinton Square, 75 S. Clinton
Ave, Suite 510 | Rochester, NY 14604


Phone:
585-736-9400 |  www.verifyme.com |
OTCQB:VRME