MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among Verb Acquisition Co., LLC, the Sellers listed on Annex A, Steve Deverall, as Seller Representative, and Ascend Certification, LLC Dated as of September 4, 2020Membership Interest Purchase Agreement • September 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2020, by and among Verb Acquisition Co., LLC, a Nevada limited liability company (“Buyer”), Ascend Certification, LLC, a Utah limited liability company (the “Company”), the Persons listed on Annex A (individually, “Seller” and, collectively, “Sellers”), and Steve Deverall solely in his capacity as the Seller Representative (the “Seller Representative”). Buyer, the Company, each Seller and Seller Representative may be referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
GUARANTY OF PAYMENT AGREEMENTGuaranty of Payment Agreement • September 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS GUARANTY OF PAYMENT AGREEMENT (this “Agreement”) is made this 4th day of September, 2020, by Verb Technology Company, Inc., a Nevada corporation (the “Guarantor”), for the benefit of Steve Deverall, an individual (the “Lender”).
PROMISSORY NOTEVerb Technology Company, Inc. • September 10th, 2020 • Services-personal services • Nevada
FOR VALUE RECEIVED, the undersigned, Verb Acquisition Co., LLC, a Nevada limited liability company, with its principal place of business at 2210 Newport Boulevard, Suite 200, Newport Beach, California 92663 (“Borrower”), hereby promises to pay to Steve Deverall, an individual (“Lender”), solely in his capacity as Seller Representative under that certain Membership Interest Purchase Agreement dated September 4, 2020 by and among Borrower, Ascend Certification, LLC, a Utah limited liability company, Lender and the other parties signatory thereto (the “Membership Interest Purchase Agreement”), the principal sum of One Million Nine Hundred Eighty Two Thousand Two Hundred Fifty Dollars ($1,982,250.00) (“Principal”), together with interest thereon as hereinafter provided until this Promissory Note (“Note”) is paid in full, when due, whether upon the Maturity Date, acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding
AMENDED AND RESTATED OPERATING AGREEMENT of VERB ACQUISITION CO., LLC dated as of September 4, 2020Operating Agreement • September 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS AMENDED AND RESTATED OPERATING AGREEMENT of Verb Acquisition Co., LLC, a Nevada limited liability company (the “Company”), is entered into as of September 4, 2020 (the “Effective Date”) by and among the Company, the Members executing this Agreement as of the date hereof, and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
EXCHANGE AGREEMENTExchange Agreement • September 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS EXCHANGE AGREEMENT (this “Agreement”), is entered into as of September 4, 2020 (the “Effective Date”), by and among Verb Acquisition Co., LLC, a Nevada limited liability company (the “Company”), Verb Technology, Inc., a Nevada corporation (the “Corporation”), and the holders of Class B Units (as defined herein) from time to time party hereto.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 10th, 2020 • Verb Technology Company, Inc. • Services-personal services • Nevada
THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of September 4, 2020, is entered into between [●] (the “Investor”) and Verb Acquisition Co., LLC, a Nevada limited liability company (the “Buyer”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Purchase Agreement (as defined below).
