SmartMetric, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2022, by and between SMARTMETRIC, INC., a Nevada corporation, with headquarters located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 23rd, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into by and between SMARTMETRIC, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2020 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This Registration Rights AGREEMENT (the “Agreement”), dated as of March 5, 2020 (the “Execution Date”), is entered into by and between SmartMetric, Inc., aNevadacorporation with its principal executive office at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).

COMMON STOCK PURCHASE WARRANT SMARTMETRIC, INC.
Common Stock Purchase Warrant • March 21st, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $250,000.00 to the Holder (as defined below) of even date) (the “Note”), MAST HILL FUND, L.P., a Delaware limited partnership (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”), 12,500,000 shares of Common Stock (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 March 15, 2022, by and among the Company and the Holder (th

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • May 23rd, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This equity purchase agreement is entered into as of March 8, 2022 (this “Agreement”), by and between SmartMetric, Inc., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investor”).

EQUITY FINANCING AGREEMENT
Equity Financing Agreement • August 6th, 2020 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of March 5, 2020 (the “Execution Date”), is entered into by and between SmartMetric., a Nevada corporation with its principal executive office at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).

SERIES C PREFERRED STOCK PURCHASE AGREEMENT
Series C Preferred Stock Purchase Agreement • April 15th, 2021 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

This SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2021, by and between SMARTMETRIC, INC., a Nevada corporation, with its address at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

SMARTMETRIC, INC.
Restricted Stock Award Agreement • November 14th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

Unless otherwise defined herein, the terms defined in the SmartMetric, Inc. 2017 Equity Compensation Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).

SMARTMETRIC, INC.
Restricted Stock Unit Agreement • November 14th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada
PATENT LICENSE AGREEMENT
Patent License Agreement • May 23rd, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries

AGREEMENT made and entered into as of the 1st day of August 2004, with revisions dated December 33, 2004 by and between Applied Cryptology, Inc., a Nevada corporation having its principal offices at [address] (the “Licensor”), and SmartMetric, Inc., a Nevada corporation having its principal offices at 67 Wall Street, Level 22, New York, New York 10005 (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 18th, 2009 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

EMPLOYMENT AGREEMENT, dated as of the 9th of December and effective as of the Effective Date (as defined below), by and between SmartMetric Inc., a Nevada corporation (the “Company”), and Colin Hendrick (“Executive”).

ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • May 23rd, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

AGREEMENT dated this __ day of ____ 20__, by and between SMARTMETRIC, INC., a Nevada corporation (the “Company”), having its principal place of business at 67 Wall Street, 22nd Floor, New York, New York 10005 and SIGNATURE BANK (the "Escrow Agent"), a New York State chartered bank and having an office at 71 Broadway, New York, New York 10006.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • October 13th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

This Assignment and Assumption Agreement (this Agreement ) is made as of September 3, 2013 by and between SmartMetric, Inc., a Nevada corporation ( Assignee ), and Applied Cryptography, Inc., a Nevada corporation ( Assignor ).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 23rd, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This Executive Employment Agreement (“Agreement”), initially made effective on this 13th day of May, 2022 by and between SmartMetric, Inc. (“Company”) and M/s. Chaya Coleena Hendrick (“Executive”).

SMARTMETRIC, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • February 10th, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries
SMARTMETRIC, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • June 27th, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries
WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • February 15th, 2022 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

This waiver and consent agreement (this “Agreement”) is made and entered into as of November 3, 2021 (the “Effective Date”), by and between Smartmetric, Inc., a Nevada corporation (the “Company”), and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB”).

SUBSCRIPTION AGREEMENT SmartMetric, Inc. NOTICE TO INVESTORS
Subscription Agreement • May 8th, 2023 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

The securities of SmartMetric, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.

ESCROW AGREEMENT (PUBLIC OFFERING)
Escrow Agreement • September 3rd, 2004 • SmartMetric, Inc. • New York

AGREEMENT made this ___ day of ________, 2004 and among the Issuer whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Signature Bank, 71 Broadway, New York, New York (the "Escrow Agent").

Addendum A To the Executive Employment Agreement by and between SmartMetric, Inc. and Ms. Chaya Coleena Hendrick
Executive Employment Agreement • October 5th, 2015 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

This Addendum, dated the 30th of September 2015, is made to the AGREEMENT (the “Agreement”) made and entered into the 1st day of July, 2012, by and between SmartMetric, Inc., (hereinafter referred to as the “Company”) and Ms. Chaya Coleena Hendrick (Hereinafter referred to as the “Executive”)

SMARTMETRIC, INC.
Equity Compensation Plan • November 14th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • California

Unless otherwise defined herein, the terms defined in the SmartMetric, Inc. (“Company”) 2017 Equity Compensation Plan (“Plan”) shall have the same defined meanings in this Stock Option Agreement.

BUSINESS DEVELOPMENT AND MARKETING AGREEMENT
Business Development and Marketing Agreement • May 23rd, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Virginia

This Agreement is entered into by and between SmartMetric, Inc. (hereinafter “SmartMetric”), a corporation with offices at 67 Wall Street, Level 22, New York, New York 10005; and Information Spectrum, Inc., an Anteon Company (hereinafter “ISI”), a corporation with offices at 7611 Little River Turnpike, Annandale, Virginia 22003 (collectively hereinafter the “Parties”).

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MANUFACTURERS’ REPRESENTATIVE AGREEMENT
Manufacturers’ Representative Agreement • February 23rd, 2018 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

THIS MANUFACTURER’S REPRESENTATIVE AGREEMENT (the “Agreement”) made this day 16th February, 2018, by and between SmartMetric, Inc., a corporation incorporated under the laws of the State of Nevada in the United States of America, having its principal office at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada, 89169, (“Manufacturer”), and Hogier Gartner CIA. S.A., a corporation incorporated under the laws of Colombia, having its principal office at Carrera 65 # 80-16, Bogota, Colombia (“Representative”), as follows:

SECURITY AGREEMENT
Security Agreement • February 17th, 2015 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

This SECURITY AGREEMENT, dated as of February 11, 2015 (this “Agreement”), is among Smartmetric, Inc., a Nevada corporation (“Debtor”), and the undersigned lender(s) set forth on Schedule A hereto (the “Secured Party”).

ISSUED PATENT LICENSE AND ROYALTY AGREEMENT
Issued Patent License and Royalty Agreement • October 13th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Nevada

Effective as of September 11, 2017 (“Effective Date”), Chaya Coleena Hendrick, an individual having a place of residence at 145 East Harmon Avenue, Apt 19620, Las Vegas, Nevada 89109, United States (“HENDRICK”), and SmartMetric. Inc., a Nevada corporation having a principal place of business at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada, 89169 United States (“LICENSEE”), agree as follows:

Contract
Subscription Agreement • May 28th, 2013 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

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

EMPLOYMENT AGREEMENT EXTENSION
Employment Agreement • June 27th, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries
PRO EXECUTIVE OFFICE SUITES EXECUTIVE SUITE SUB-LEASE AGREEMENT
Sub-Lease Agreement • May 23rd, 2005 • SmartMetric, Inc. • Miscellaneous manufacturing industries • Florida

Monthly rent includes one (2) connectivity package, which consists of up to four (4) Lines Answered/Telephone Units, three (3) Voice Mails and one (1) High Speed Internet Connection. This will include Answering Service with a receptionist, telephone rental, voice mail and an Internet connection provided by a T1, DSL, or Cable.

Contract
Subscription Agreement • October 13th, 2017 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

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

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 18th, 2009 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

This Assignment and Assumption Agreement (this “Agreement”) is made as of December 11, 2009, by and among SmartMetric, Inc., a Nevada corporation (“Assignee”), and Applied Cryptology, Inc., a Nevada corporation (“Assignor”).

OPTION AGREEMENT
Option Agreement • December 18th, 2009 • SmartMetric, Inc. • Miscellaneous manufacturing industries • New York

THIS OPTION AGREEMENT (the “Agreement”) is made and entered into, effective as of December 11, 2009 (the “Effective Date”), by and between SmartMetric, Inc., a Nevada corporation with an address at 1150 Kane Concourse, Suite 400, Bay Harbor Islands, FL 33154 (the “Optionor”), and Applied Cryptology, Inc., a Nevada corporation with an address at _____________ (the “Optionee”), with reference to the following facts:

BUSINESS DEVELOPMENT AND MARKETING AGREEMENT
Business Development and Marketing Agreement • September 3rd, 2004 • SmartMetric, Inc. • Virginia

This Agreement is entered into by and between SmartMetric, Inc. (hereinafter “SmartMetric”), a corporation with offices at 67 Wall Street, Level 22, New York, New York 10005; and Information Spectrum, Inc., an Anteon Company (hereinafter “ISI”), a corporation with offices at 7611 Little River Turnpike, Annandale, Virginia 22003 (collectively hereinafter the “Parties”).

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