Fliderman Sandy – ‘4’ for 10/12/20 re: VerifyMe, Inc. – ‘EX-24’

On:  Wednesday, 10/14/20, at 4:09pm ET   ·   For:  10/12/20   ·   Accession #:  891839-20-304   ·   File #:  1-39332

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- edgar.xml/3.6                        
 2: EX-24       Power of Attorney                                      2±     8K 

‘EX-24’   —   Power of Attorney

POWER OF ATTORNEY                                                               

The undersigned, Sandy Fliderman, hereby appoints                               
each of Norman Gardner, Patrick White and                                       
Margaret Gezerlis, individually, his attorney-in-fact to:                       

(1) execute for and on behalf of the undersigned, in                            
the undersigned's capacity as an Officer, Director and/or                       
greater than 10% holder of VerifyMe, Inc. (the "Company"),                      
Forms 4 and 5 in accordance with Section 16(a) of                               
the Securities Exchange Act of 1934 and the rules thereunder,                   
as amended from time to time (the "Exchange Act"),                              
and any other forms or reports the undersigned may be required                  
to file in connection with the undersigned's ownership,                         
acquisition or disposition of securities of the Company;                        

(2) execute for and on behalf of the undersigned, in                            
the undersigned's capacity as an Officer, Director and/or                       
greater than 10% holder of the Company, Form 144                                
in accordance with the Securities Act of 1933 and                               
the rules thereunder, as amended from time to time                              
(the "Securities Act");                                                         

(3) perform any and all acts for and on behalf of the                           
undersigned which may be necessary or desirable to                              
complete and execute any such Form 4 or 5, or Form 144                          
and timely file such form with the Securities and Exchange Commission           
and any stock exchange or similar authority; and                                

(4) take any other action of any type whatsoever in                             
connection with the foregoing which, in the opinion of                          
such attorney-in-fact, may be of benefit to, in the best                        
interest of, or legally required by, the undersigned, it                        
being understood that the documents executed by such                            
attorney-in-fact on behalf of the undersigned pursuant                          
to this Power of Attorney shall be in such form and                             
shall contain such terms and conditions as such                                 
attorney-in-fact may approve in his or her discretion.                          

The undersigned hereby grants to each attorney-in-fact                          
full power and authority to do anything that is necessary                       
or desirable in the exercise of any of the rights and                           
powers herein granted, as fully and to all intents and                          
purposes as the undersigned could do if personally                              
present, with full power of substitution or revocation,                         
hereby ratifying and confirming all that such                                   
attorney-in-fact, or such attorney-in-fact's substitute                         
or substitutes, shall lawfully do or cause to be done by                        
virtue of this Power of Attorney and the rights and                             
powers herein granted. The undersigned acknowledges that                        
each attorney-in-fact, in serving in such capacity at                           
the request of the undersigned, is not assuming, nor is                         
the Company assuming, any of the undersigned's                                  
responsibilities to comply with Section 16 of the                               
Exchange Act or Rule 144 under the Securities Act.                              

This Power of Attorney shall remain in full force and                           
effect until the undersigned is no longer required to                           
file forms under Section 16(a) of the Exchange Act and                          
Form 144 under the Securities Act with respect to the                           
undersigned's holdings of and transactions in securities                        
issued by the Company, unless earlier revoked by the                            
undersigned in a signed writing to the foregoing                                
attorneys-in-fact.                                                              

IN WITNESS WHEREOF, the undersigned has caused this                             
Power of Attorney to be executed as of this 7th day                             
of July 2020.                                                                   

   /s/ Sandy Fliderman

Sandy Fliderman