THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON (1) THE EXEMPTION
PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT
INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR (2) THE EXEMPTION TO AN OFFERING OF SECURITIES IN AN
OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO RULE 903 OF REGULATION S ("REGULATION S") PROMULGATED UNDER THE
SECURITIES ACT THIS OFFERING IS BEING MADE TO ACCREDITED INVESTORS AND/OR TO
NON-U.S. PERSONS PURSUANT TO RULE 903 OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS,
AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D OR REGULATION S UNDER
THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.
SMARTMETRIC, INC.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this ___ day of
________, 2013 between SmartMetric, Inc., a Nevada corporation (the "Company"),
and the undersigned (the "Subscriber").
WHEREAS, the Company is conducting a private offering (the "Offering"),
consisting of up to a maximum of up to 425 Units (the "Units"), each Unit
consisting of 75,000 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock") and a warrant to purchase 75,000 shares of Common
Stock on a cashless basis (the "Warrants" and collectively with the Units and
Common Stock, the "Securities") for aggregate gross proceeds of a up to a
maximum of $5,100,000 (the "Maximum Offering"). Each Unit will be sold at a
negotiated price of $12,000 per Unit (the "Unit Purchase Price"). Each Warrant
has an initial exercise price equal to $0.50 per share, subject to adjustment
(the "Exercise Price") and is exercisable until April 22, 2015. Fractional Units
are available upon request. The Securities being subscribed for pursuant to this
Subscription have not been registered under the Securities Act. The offer of the
Securities and, if this Subscription is accepted by the Company, the sale of
Securities, is being made in reliance upon Section 4(2) and/or Rule 506 of
Regulation D of the Securities Act or Rule 903 of Regulation S promulgated under
the Securities Act; and
WHEREAS, the Subscriber desires to purchase that number of Units set forth set
forth opposite such Subscriber's name on such signature page hereto on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual representations
and covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
1
I.SUBSCRIPTION FOR SECURITIES; COVENANTS OF THE COMPANY