Exhibit 10.5
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
_____, ____ between SmartMetric, Inc., a Nevada corporation (the "Company"), and
the undersigned (the "Subscriber").
WHEREAS, the Company is offering securities in a private offering (the
"Offering") of ___ Units (the "Units"), each Unit consisting of: (i) _____
shares of the Company's common stock, par value $0.001 per share (the "Common
Stock"); (ii) ______ Common Stock Purchase Warrants exercisable at $___ per
share ("Warrants" and collectively with the Units and Common Stock, the
"Securities") for aggregate gross proceeds of $___________ (the "Offering").
Each Unit will be sold at a negotiated price of $_______ per Unit (the "Unit
Purchase Price"). Each Warrant is exercisable until _________, ____. 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:
I.SUBSCRIPTION FOR SECURITIES; COVENANTS OF THE COMPANY
1.1
Subscription for Securities. Subject to the risk factors set forth in
the Company's annual report file with the SEC on the disclosures set forth in
the more recent public 10K filed on