UNDERWRITING AGREEMENT between VERB TECHNOLOGY COMPANY, Inc. and as Representative of the Several Underwriters VERB TECHNOLOGY COMPANY, Inc.Underwriting Agreement • March 14th, 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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 14th, 2019 • Verb Technology Company, Inc. • Services-personal services • New York
THIS WARRANT AGENT AGREEMENT (this “Warrant Agent Agreement”) dated as of March [•], 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 VERB TECHNOLOGY COMPANY, INC.Common Stock Purchase Warrant • March 14th, 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
