SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2018 • nFusz, Inc. • Services-personal services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2018, by and between NFÜSZ, INC., a Nevada corporation, with headquarters located at 344 S. Hauser Blvd., Suite 414, Los Angeles, CA 90036 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).
UNDERWRITING AGREEMENT between VERB TECHNOLOGY COMPANY, Inc. and as Representative of the Several Underwriters VERB TECHNOLOGY COMPANY, Inc.Underwriting Agreement • April 5th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
The undersigned, Verb Technology Company, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Verb Technology Company, Inc. (the “Company”)), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
VERB TECHNOLOGY COMPANY, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • March 31st, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
INDENTURE, dated as of [•], 20[•], among Verb Technology Company, Inc., a Nevada corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2017 • nFusz, Inc. • Services-personal services • Kansas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2017, by and between nFÜSZ, INC., a Nevada corporation (the “Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). 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”).
FORM OF COMMON STOCK PURCHASE WARRANT Verb Technology Company, Inc.Common Stock Purchase Warrant • October 28th, 2022 • Verb Technology Company, Inc. • Services-personal services
This Warrant was initially issued pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the Issue Date, by and between the Company and the Purchasers named therein, pursuant to which, among other things, the Company is selling and issuing shares of Common Stock on the terms set forth therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14 , 2019, between Verb Technology Company, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”; and, collectively, the “Purchasers”).
5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE DUE August 1, 2019Convertible Security Agreement • February 7th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
This 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTES of Verb Technology Company, Inc., a Nevada corporation formerly known as nFüsz, Inc. (the “Company”), having its principal place of business at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036, designated as its 5% Original Issue Discount Convertible Promissory Note due August 1, 2019 (this Note, the “Note,” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2022, is by and among VERB Technology Company, Inc., a Nevada corporation with offices located at 782 S. Auto Mall Drive, American Fork, Utah (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT NFÜSZ, INC.Security Agreement • January 26th, 2018 • nFusz, Inc. • Services-personal services • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $75,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (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 nFüsz, Inc., a Nevada corporation (the “Company”), up to 500,000 shares of Common Stock (as defined below) (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 January 10, 2018, by and among the Company and the Holder
SECURITY AGREEMENTSecurity Agreement • January 13th, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
This SECURITY AGREEMENT, dated as of January 12, 2022 (this “Agreement”), is among VERB Technology Company, Inc. (the “Company” or “Debtor”) and the holders of the Notes (as defined herein) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 22nd, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2022 and is between Verb Technology Company, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Verb Technology Company, Inc.Placement Agent Agreement • October 28th, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
Form Of SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2022 and is between Verb Technology Company, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2018 • nFusz, Inc. • Services-personal services • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2018, is entered into by and between NFUSZ, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of JANUARY 12, 2021 by and between VERB TECHNOLOGY COMPANY, INC. and TUMIM STONE CAPITAL, LLCCommon Stock Purchase Agreement • January 13th, 2022 • Verb Technology Company, Inc. • Services-personal services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 12, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Verb Technology Company, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2019, between Verb Technology Company, Inc., a Nevada corporation formerly known as nFüsz, Inc. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
Note Purchase AgreementNote Purchase Agreement • October 17th, 2023 • Verb Technology Company, Inc. • Services-personal services • Utah
This Note Purchase Agreement (this “Agreement”), dated as of October 11, 2023, is entered into by and between Verb Technology Company, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
COMMON STOCK PURCHASE WARRANT Verb technology company, Inc.Common Stock Purchase Warrant • February 25th, 2020 • Verb Technology Company, Inc. • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 August, [_], 20203 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February [__], 20254 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Verb Technology Company, Inc., a Nevada corporation (the “Company”), up to [______]5 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10,909,090 SHARES OF COMMON STOCK OF VERB TECHNOLOGY COMPANY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2020 • Verb Technology Company, Inc. • Services-personal services • New York
Verb Technology Company, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Ladenburg Thalmann & Co. Inc. (the “Underwriter”) an aggregate of 10,909,090 authorized but unissued shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 1,636,363 shares of Common Stock (the “Option Shares”, and together with the Firm Shares, the “Shares”).
VERB TECHNOLOGY COMPANY, INC. Common Stock (par value $0.0001 per share) At- The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • December 15th, 2023 • Verb Technology Company, Inc. • Services-personal services • New York
Verb Technology Company, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
VERB TECHNOLOGY COMPANY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2023 • Verb Technology Company, Inc. • Services-personal services • New York
The undersigned, Verb Technology Company, Inc., a Nevada corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Verb Technology Company, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the (“Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2021 • Verb Technology Company, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2021, and is between Verb Technology Company, Inc., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STOCK OPTION AGREEMENTStock Option Agreement • July 18th, 2016 • Bbooth, Inc. • Services-personal services • Nevada
bBOOTH, INC., a company incorporated pursuant to the laws of the State of Nevada, with an office at 346 S. Hauser Blvd, Suite 210, Los Angeles, California, 90036.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 27th, 2017 • nFusz, Inc. • Services-personal services • Nevada
This equity purchase agreement is entered into as of September 15, 2017 (this “Agreement”), by and between nFüsz, Inc., a Nevada corporation (the “Company”), and Kodiak Capital Group, LLC, a Delaware limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC.Common Stock Purchase Warrant • February 19th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or [his][her][its] 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 Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)
VERB TECHNOLOGY COMPANY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
This Indemnification Agreement (this “Agreement”) is made and entered into as of the ____ day of December, 2019, by and between Verb Technology Company, Inc., a Nevada corporation (the “Corporation”), and _________________ (“Indemnitee”).
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 5th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
THIS WARRANT AGENT AGREEMENT (this “Warrant Agent Agreement”) dated as of April 4, 2019 (the “Issuance Date”), by and between Verb Technology Company, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Warrants (as defined below).
COMMON STOCK PURCHASE WARRANT nFÜSZ, INC.Warrant Agreement • October 2nd, 2017 • nFusz, Inc. • Services-personal services • Kansas
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below) of even date), Kodiak Capital Group, LLC, a Delaware limited liability company (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 nFüsz, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares of Common Stock (as defined below) (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 Borrower to the Holder as of the date hereof as a commitment fee, pursuant to that certain $2,000,000.00 equity purchase agreement of even date (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT NFUSZ, INC.Common Stock Purchase Warrant • January 26th, 2018 • nFusz, Inc. • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EMA Financial, LLC, a Delaware limited liability company (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NFUSZ, INC., a Nevada corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agr
COMMON STOCK PURCHASE WARRANT Verb technology company, Inc.Common Stock Purchase Warrant • August 10th, 2020 • Verb Technology Company, Inc. • Services-personal services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kingsbrook Opportunities Master Fund LP or its 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on the third (3rd) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Verb Technology Company, Inc., a Nevada corporation (the “Company”), up to 40,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC.Common Stock Purchase Warrant • April 2nd, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or [his][her][its] 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 [•], 2019 (the “Original Issuance Date”) and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form (the “Book-Entry Warrant”) and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registere
ContractPrivate Placement Subscription Agreement • September 19th, 2016 • Bbooth, Inc. • Services-personal services • Nevada
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
OMNIBUS WAIVER AND ACKNOWLEDGEMENT AGREEMENTOmnibus Waiver and Acknowledgement Agreement • February 25th, 2020 • Verb Technology Company, Inc. • Services-personal services • New York
This Omnibus Waiver And Acknowledgement Agreement (this “Agreement”) is entered into as of February 7, 2020 (the “Effective Date”), by and among Verb Technology Company, Inc., a Nevada corporation (the “Company”), and the parties signatory hereto (each, an “Investor”; and, collectively, the “Investors”).
Second Amendment to At the Market Issuance Sales AgreementAt the Market Issuance Sales Agreement • March 29th, 2024 • Verb Technology Company, Inc. • Services-personal services
This Second Amendment to At the Market Issuance Sales Agreement (this “Amendment”) is entered into on March 29, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and Verb Technology Company, Inc. (the “Company”). Defined terms used herein have the definitions assigned to them in the At the Market Issuance Sales Agreement between the parties dated December 15, 2023 (the “Offering Agreement”). Unless specifically amended or modified herein, the other terms of the Offering Agreement remain in full force and effect, not amended or modified, as of the date hereof.
ContractWarrant Agreement • August 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the ISSUER or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.
