Exhibit
10.1


 


Note
Purchase Agreement


 


This
Note Purchase Agreement (this “Agreement”),
dated as of November 7, 2022, 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”).


 


A.
Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by
the United States Securities and Exchange Commission (the “SEC”).


 


B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $5,470,000.00 (the “Note”).


 


C.
This Agreement, the Note, the Guaranty (as defined below) and all other certificates, documents, agreements, resolutions and instruments
delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred
to herein as the “Transaction Documents”.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.
Purchase and Sale of Note.


 


1.1.
Purchase of Note. Company hereby agrees to issue and sell to Investor and Investor hereby agrees to purchase from Company the
Note. In consideration thereof, Investor agrees to pay the Purchase Price (as defined below) to Company.


 


1.2.
Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of
immediately available funds against delivery of the Note.


 


1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the
date of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be November 7, 2022,
or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of .pdf documents, but shall be deemed for all purposes to have occurred
at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4.
Original Issue Discount. The Note carries an original issue discount of $450,000.00 (the “OID”). In addition,
Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other
transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction Expense Amount”).
The OID and Transaction Expense amount will be included in the initial principal balance of the Note. The “Purchase Price”,
therefore, shall be $5,000,000.00, computed as follows: $5,470,000.00 initial principal balance, less the OID, less the Transaction Expense
Amount.


 


1.5.
Guaranty. Company’s wholly-owned subsidiary, verbMarketplace, LLC, a Nevada limited liability company (“Market
LLC), will guarantee all of Company’s obligations under the Note and the other Transaction Documents by way of that certain
Guaranty of even date herewith attached hereto as Exhibit B (the “Guaranty”).


 





2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i)
this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable
in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act; (iv) Investor is acquiring the Note for its own account and not with a view towards, or for resale in connection with,
the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under
the 1933 Act; (v) Investor does not presently have any agreement or understanding, directly or indirectly, with any other person to distribute
the Note in violation of applicable securities laws; and (vi) Investor understands that the Note has not been and is not being registered
under the 1933 Act or any state securities laws and that Company will not be obligated in the future to register the Note under the 1933
Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”), or under any state securities laws and that
Company has not made or is making any representation, warranty or covenant, express or implied, as to the availability of any exemption
from registration under the 1933 Act or any applicable state securities laws for the resale, pledge or other transfer of the Note.


 






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3.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company
is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the
requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as
a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property
owned by it makes such qualification necessary; (iii) Company has registered its shares of common stock, par value $0.0001 per share
(the “Common Stock”), under Section 12(b) of the 1934 Act and is obligated to file reports pursuant to Section 13
or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been
duly and validly authorized by Company and all necessary actions have been taken; (v) this Agreement, the Note, and the other Transaction
Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in
accordance with their terms; (vi) the execution and delivery of the Transaction Documents by Company and the consummation by Company
of the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company
of any of the terms or provisions of, or constitute a default under (a) Company’s certificate of incorporation or bylaws, each
as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party
or by which it or any of its properties or assets are bound, or (c) any existing applicable law, rule, or regulation or any applicable
decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental
body having jurisdiction over Company or any of Company’s properties or assets, except, with respect to clauses (b) and (c) above,
for any breach or default that would not reasonably be expected to have a material adverse effect on the business, operations or financial
condition of the Company; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory
organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the
issuance of the Note to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC
contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not materially
misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with
the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report,
schedule, form, statement or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against Company
before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other
person that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act and would reasonably be expected
to have a material adverse effect on the business, operations or financial condition of the Company; (xi) Company has not consummated
any financing transaction (other than a transaction involving Permitted Indebtedness (as defined below)) that has not been disclosed
in a periodic filing or current report with the SEC under the 1934 Act that was required to be disclosed therein; (xii) Company is not,
nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is
described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or similar
payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions
contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance with all applicable laws
and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiv) Investor shall
have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a
type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify
and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners,
and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and reasonable
attorneys’ fees) and expenses suffered in respect of any such claimed Broker Fees; (xv) neither Investor nor any of its officers,
directors, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its
officers, stockholders, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents and,
in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,
warranty, covenant or promise of Investor or its officers, directors, stockholders, members, managers, employees, agents or representatives
other than as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship
and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto
such that the laws and venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to the Transaction
Documents and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’
under the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received
and reviewed the due diligence packet provided by Investor. Company, being aware of the matters and legal issues described in subsections
(xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated
by the Transaction Documents and covenants and agrees it will not use any such information or legal theory as a defense to performance
of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.


 




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4.
Company Covenants. Until all of Company’s obligations under the Note are paid and performed in full, or within the timeframes
otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) Company will timely file on
the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take
all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance
with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the
1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the Common Stock shall be listed
or quoted for trading on any of NYSE, NYSE American or Nasdaq; (iii) trading in Company’s Common Stock will not be suspended, halted,
chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; (iv) Company will not make any
Restricted Issuance (as defined below) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s
sole and absolute discretion; (v) Company shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation
that locks up, restricts in any way or otherwise prohibits Company: (a) from entering into a variable rate transaction with Investor
or any affiliate of Investor, or (b) from issuing Common Stock, preferred stock, warrants, convertible notes, other debt securities,
or any other Company securities to Investor or any affiliate of Investor; and (vi) other than in connection with a financing transaction
involving Permitted Indebtedness, Company will not pledge or grant a security interest in any of its assets without Investor’s
prior written consent, which consent may be granted on withheld in Investor’s sole and absolute discretion. For purposes hereof,
the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations (other than (A)
trade payables incurred in the ordinary course of business, (B) leases or other financing arrangements with respect to any furniture,
fixtures or equipment used in the operation of Company’s business entered into in the ordinary course of business, and (C) in respect
of asset-based credit facilities incurred by Company from a state or federally-chartered bank or credit union in the ordinary course
of business and secured by accounts receivable and certain related assets (collectively, “Permitted Indebtedness”),
or the issuance of any securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which
the number of shares of Common Stock that may be issued pursuant to such conversion right varies with the market price of the Common
Stock, (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred
shares), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible
following an event of default, the passage of time, or another trigger event or condition; or (C) have a fixed conversion price, exercise
price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity
security (1) due to a change in the market price of Company’s Common Stock since the date of the initial issuance or (2) upon the
occurrence of specified or contingent events directly or indirectly related to the business of Company. For the avoidance of doubt, the
issuance of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or
not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related
in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9)
exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the further avoidance of doubt, the term Restricted
Issuance does not include shares of Common Stock issued pursuant an ATM (as defined below). For purposes hereof, the term “ATM”
means a continuous primary offering, whereby Company, with the help of a FINRA-registered broker-dealer as an agent, sells newly issued
equity securities, registered off a shelf-registration statement, into a securities exchange at prevailing market prices.


 




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5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Investor at
the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.
Investor shall have executed this Agreement and delivered the same to Company.


 


5.2.
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Note at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are
for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.
Company shall have executed this Agreement and the Note and delivered the same to Investor.


 


6.2.
Market LLC shall have executed and delivered to Investor the Guaranty.


 


6.3.
Company shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit
B evidencing Company’s approval of the Transaction Documents.


 


6.4.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


 


7.
Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any indebtedness for borrowed money (other
than Permitted Indebtedness) with any term or condition more favorable to the holder of such indebtedness or with a term in favor of
the holder of such indebtedness that was not similarly provided to Investor in the Transaction Documents, then Company shall notify Investor
of such additional or more favorable term and such term, at Investor’s option, shall become a part of the Transaction Documents
for the benefit of Investor. Additionally, if Company fails to notify Investor of any such additional or more favorable term, but Investor
becomes aware that Company has granted such a term to any third party, Investor may notify Company of such additional or more favorable
term and such term shall become a part of the Transaction Documents retroactive to the date on which such term was granted to the applicable
third party. The types of terms contained in another indebtedness that may be more favorable to the holder of such indebtedness include,
but are not limited to, terms addressing conversions into Common Stock, conversion discounts, conversion lookback periods, interest rates,
original issue discounts, stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion
and exercise price resets.


 


8.
Participation Right. Beginning on the Closing Date and ending on the date that the Note is paid in full, Company hereby grants
to Investor a participation right, whereby Investor shall have the right to participate at Investor’s discretion in up to twenty-five
percent (25%) of the amount sold in any Restricted Issuance (the “Participation Right”). Within two (2) Trading Days
following the consummation of a Restricted Issuance, Company will provide Investor with written notice of the consummation of such Restricted
Issuance, along with copies of the transaction documents. Investor will then have up to five (5) calendar days to elect to purchase up
to twenty-five percent (25%) of the amount of debt or equity securities issued in such transaction on the most favorable terms and conditions
offered to any other purchaser of the same securities. The parties agree that in the event Company breaches its obligations with respect
to the Participation Right, Investor’s sole and exclusive remedy shall be to receive, as liquidated damages, an amount equal to
twenty percent (20%) of the amount Investor would have been entitled to invest under the Participation Right. For the avoidance of doubt,
Company’s breach of its obligations with respect to the Participation Right will not be considered a Trigger Event (as defined
in the Note) under the Note. Notwithstanding the foregoing, the Participation Right will be subject to the consent of the lead investor
in the financing round triggering the Participation Right.


 




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9.
Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


9.1.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit C) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit C attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


 


9.2.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that
the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents, each
party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting
in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, and (iii) waives
any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection
to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper.
Finally, Company covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance
with Section 9.10 below prior to bringing or filing any action (including without limitation any filing or action against any person
or entity that is not a party to this Agreement) that is related in any way to the Transaction Documents or any transaction contemplated
herein or therein, and further agrees to timely name Investor as a party to any such action. Company acknowledges that the governing
law and venue provisions set forth in this Section 9.2 are material terms to induce Investor to enter into the Transaction Documents
and that but for Company’s agreements set forth in this Section 9.2 Investor would not have entered into the Transaction Documents.


 


9.3.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails
to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.
It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of
this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which the Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically
agrees that: (a) following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive
injunctive relief from a court or an arbitrator prohibiting Company from issuing any of its Common Stock or preferred stock to any party
unless the Note is being paid in full simultaneously with such issuance; and (b) following a breach of Section 4(v) above, Investor shall
have the right to seek and receive injunctive relief from a court or arbitrator invalidating such lock-up. Company specifically acknowledges
that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such leverage would
result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction from a court
or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall not be a waiver
of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any
Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under
the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the
future in a separate arbitration.


 




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9.4.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


9.5.
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans from Investor, including,
without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The
parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded
the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived
originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that
any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed
to be of the same force and effect as the original manually executed document.


 


9.6.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


9.7.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


9.8.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 


9.9.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 




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9.10.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier
of the date delivered or the third business day after mailing by express courier, with delivery costs and fees prepaid, in each case,
addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate
by five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If
to Company:


 


Verb
Technology Company, Inc.


Attn:
Rory J. Cutaia


2210
Newport Blvd, Suite 200


Newport
Beach, California 92663


 


With
a copy to (which copy shall not constitute notice):


 


Stradling
Yocca Carlson & Rauth, P.C.


Attn:
Ryan Wilkins


660
Newport Center Drive, Suite 1600


Newport
Beach, California 92660


 


If
to Investor:


 


Streeterville
Capital, LLC


Attn:
John M. Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


With
a copy to (which copy shall not constitute notice):


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan K. Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


 


9.11.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to its affiliates, in whole or in part, without the need to obtain Company’s
consent thereto. Except as set forth above, neither Investor nor Company may assign its rights or obligations under this Agreement or
delegate its duties hereunder without the prior written consent of the other party.


 


9.12.
Survival. The representations and warranties of the parties and the agreements and covenants set forth in this Agreement shall
survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of each party. Each party agrees
to indemnify and hold harmless the other and all its respective officers, directors, employees, attorneys, and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the other party of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are
incurred.


 


9.13.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.14.
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are
cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that any
party may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by
statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as such party may
deem expedient.


 




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9.15.
Attorneys’ Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the
other to interpret or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing
party all costs and expenses, including attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing
party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted
by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in
favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the
relative dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad
faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or
legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect
amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership
of Company or other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company
shall pay the costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


9.16.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


9.17.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


9.18.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


9.19.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	8



    	 



    

 


IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:
	 	 	 
	 	Streeterville
    Capital, LLC
	 	 	 
	 	By:
    	/s/
    John M. Fife
	 	 	John
    M. Fife, President
	 	 	 
	 	COMPANY:
	 	 	 
	 	Verb
    Technology Company, Inc.
	 	 	 
	 	By:	/s/
    Rory J. Cutaia
	 	 	Rory
    J. Cutaia, Chief Executive Officer


 


ATTACHED
EXHIBITS:


 


	Exhibit
  A	Note
	Exhibit
  B	Guaranty
	Exhibit
  C	Officer’s
  Certificate




 





[Signature
Page to Note Purchase Agreement]




 




    	 



    	 



    

 


PROMISSORY
NOTE


 


[attached]


 




    	10



    	 



    

 


GUARANTY


 


THIS
GUARANTY, made effective as of November 7, 2022, is given by verbMarketplace, LLC, a Nevada limited liability company (“Guarantor”),
for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, transferees, and assigns (collectively
“Lender”).


 


PURPOSE


 


A.
Verb Technology Company, Inc., a Delaware corporation and parent of Guarantor (“Borrower”), has issued to Lender that
certain Promissory Note of even date herewith in the original face amount of $5,470,000.00 (the “Note”).


 


B.
The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Borrower and Lender (the “Purchase
Agreement”).


 


C.
In conjunction with the issuance of the Note, Borrower has agreed to pay to Guarantor 10% of the Purchase Price (as defined in the Purchase
Agreement) it receives from Lender (the “Guaranty Fee”) as consideration for Guarantor’s agreement to guarantee
the Note pursuant to this Guaranty.


 


D.
As a result of the payment of the Guaranty Fee, Guarantor will materially benefit from the credit evidenced by the Note and other financial
accommodations granted to Borrower pursuant to the Note.


 


E.
Lender agreed to provide the financing to Borrower evidenced by the Note only upon the inducement and representation of Guarantor that
Guarantor would guaranty certain indebtedness, liabilities and obligations of Borrower owed to Lender under the Note and all the other
Transaction Documents (as defined in the Note), as provided herein.


 


NOW,
THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and in order to induce Lender to enter into the Transaction Documents and provide the financing contemplated therein, Guarantor hereby
agrees for the benefit of Lender as follows:


 


GUARANTY


 


1.
Indebtedness Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations
(as defined below), as and when the same (including without limitation portions thereof) become due and payable. Guarantor acknowledges
that the amount of the Obligations may exceed the principal amount of the Note. Guarantor further acknowledges that the foregoing guaranty
is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. For purposes of
this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, howsoever arising,
whether documented or undocumented, owed by Borrower or Guarantor to Lender or any affiliate of Lender of every kind and description,
now existing or hereafter arising, whether created by the Note, the Purchase Agreement, any other Transaction Documents, any modification
or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation
of law, whether incurred or owed directly to Lender or an affiliate of Lender or acquired by Lender or an affiliate of Lender by purchase,
pledge or otherwise, (b) all costs and expenses, including attorneys’ fees, incurred by Lender or any affiliate of Lender in connection
with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described
in the foregoing clause (a), and (c) the performance of the covenants and agreements of Borrower contained in the Note and the other
Transaction Documents.


 


2.
Representations and Warranties. Guarantor hereby represents and warrants to Lender that:


 


(a)
Guarantor is a limited liability company, organized, validly existing and in good standing under the laws of the State of Nevada, and
has the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently
engaged.


 




    	11



    	 



    

 


(b)
Guarantor has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty
and has taken all necessary action required by its form of organization to authorize such execution, delivery and performance.


 


(c)
This Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


(d)
The execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or
any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect
having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result
in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which
Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder. Guarantor
is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination
or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences
of such default or violation could have a material adverse effect on its business, operations, properties, assets or condition (financial
or otherwise).


 


(e)
No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any
governmental or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty.


 


(f)
There are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against or affecting Guarantor or any
of its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined
adversely to Guarantor, would have a material adverse effect on its business, operations, property or condition (financial or otherwise)
or on its ability to perform its obligations hereunder.


 


(g)
(i) This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or
after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the giving
of this Guaranty, (iii) Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered
insolvent by the execution and delivery of this Guaranty to Lender, and (iv) Guarantor does not intend to incur debts that will be beyond
Guarantor’s ability to pay as such debts become due.


 


(h)
Guarantor has examined or has had the full opportunity to examine the Note and all the other Transaction Documents, all the terms of
which are acceptable to Guarantor.


 


(i)
This Guaranty is given in consideration of Lender entering into the Transaction Documents and providing financing thereunder.


 


(j)
Guarantor is not insolvent, as defined in any applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution
and delivery of this Guaranty to Lender.


 


(k)
Guarantor has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty,
including without limitation as a result of Borrower’s payment of the Guaranty Fee, which Guarantor hereby acknowledges having
received, and thereby will materially benefit from the financial accommodations granted to Borrower by Lender pursuant to the Transaction
Documents. Lender may rely conclusively on the continuing warranty, hereby made, that Guarantor continues to be benefitted by Lender’s
extension of credit accommodations to Borrower and Lender shall have no duty to inquire into or confirm the receipt of any such benefits,
and this Guaranty shall be effective and enforceable by Lender without regard to the receipt, nature or value of any such benefits. As
such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor further covenants and agrees that it will not use lack
of consideration as a defense to its performance of its obligations under this Guaranty. Lender may rely conclusively on the continuing
warranty, hereby made, that Guarantor continues to be benefitted by Lender’s extension of accommodations to Borrower and Guarantor,
and Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty shall be effective and enforceable
by Lender without regard to the receipt, nature or value of any such benefits.


 




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3.
Alteration of Obligations. In such manner, upon such terms and at such times as Lender and Borrower deem best and without notice
to Guarantor, Lender and Borrower may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any
Obligation, increase or reduce the rate of interest on the Note, release Borrower, as to all or any portion of the Obligations, release,
substitute or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate
any security therefor. No exercise or non-exercise by Lender of any right available to Lender, no dealing by Lender with Guarantor or
any other guarantor, endorser of the note or any other person, and no change, impairment or release of all or a portion of the obligations
of Borrower under any of the Transaction Documents or suspension of any right or remedy of Lender against any person, including, without
limitation, Borrower and any other such guarantor, endorser or other person, shall in any way affect any of the obligations of Guarantor
hereunder or any security furnished by Guarantor or give Guarantor any recourse against Lender. Guarantor acknowledges that its obligations
hereunder are independent of the obligations of Borrower.


 


4.
Waiver. To the extent permitted by law, Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable
law to guarantors and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right
to require Lender to proceed against Borrower or any other person or to pursue any other remedy in Lender’s power before proceeding
against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person
or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding)
of any other person or persons; (c) demand, protest and notice of any kind, including, without limitation, notice of the existence, creation
or incurring of any new or additional indebtedness, liability or obligation or of any action or non-action on the part of Borrower, Lender,
any endorser or creditor of Borrower or Guarantor or on the part of any other person whomsoever under this or any other instrument in
connection with any obligation or liability or evidence of indebtedness held by Lender as collateral or in connection with any Obligation
hereby guaranteed; (d) any defense based upon an election of remedies by Lender which may destroy or otherwise impair the subrogation
rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (e) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (f) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about
Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor
intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such
facts to Guarantor, since Guarantor acknowledges that it is fully responsible for being and keeping informed of the financial condition
of Borrower and of all circumstances bearing on the risk of non-payment of any Obligation; (g) any defense arising because of Lender’s
election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy
Code; (h) any defense based on any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any
claim, right or remedy which Guarantor may now have or hereafter acquire against Borrower that arises hereunder and/or from the performance
by Guarantor hereunder, including, without limitation, any claim, right or remedy of Lender against Borrower or any security which Lender
now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common
law or otherwise; and (j) any obligation of Lender to pursue any other guarantor or any other person, or to foreclose on any collateral.


 


5.
Bankruptcy. So long as any Obligation shall be owing to Lender, Guarantor shall not, without the prior written consent of Lender,
commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Borrower. The
obligations of Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving
the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower, or by any defense which Borrower may
have by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding.


 




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6.
Claims in Bankruptcy. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or
permitted by law all claims that Guarantor may have against Borrower relating to any indebtedness, liability or obligation of Borrower
owed to Guarantor and will assign to Lender all rights of Guarantor thereunder. If Guarantor does not file any such claim, Lender, as
attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the
claim to a nominee and to cause proof of claim to be filed in the name of Lender’s nominee. The foregoing power of attorney is
coupled with an interest and cannot be revoked. Lender or Lender’s nominee shall have the sole right to accept or reject any plan
proposed in such proceeding and to take any other action that a party filing a claim is entitled to do. In all such cases, whether in
administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the amount payable on
such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to
any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor’s obligations
hereunder shall not be deemed satisfied except to the extent that Lender receives cash by reason of any such payment or distribution.
If Lender receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If at
any time the holder of the Note is required to refund to Borrower any payments made by Borrower under the Note because such payments
have been held by a bankruptcy court having jurisdiction over Borrower to constitute a preference under any bankruptcy, insolvency or
similar law then in effect, or for any other reason, then in addition to Guarantor’s other obligation under this Guaranty, Guarantor
shall reimburse the holder in the aggregate amount of such refund payments.


 


7.
Costs and Attorneys’ Fees. If Borrower or Guarantor fails to pay all or any portion of any Obligation, or Guarantor otherwise
breaches any provision hereof or otherwise defaults hereunder, Guarantor shall pay all such expenses and actual attorneys’ fees
incurred by Lender in connection with the enforcement of any obligations of Guarantor hereunder, including, without limitation, any attorneys’
fees incurred in any negotiation, alternative dispute resolution proceeding subsequently agreed to by the parties, if any, litigation,
or bankruptcy proceeding or any appeals from any of such proceedings.


 


8.
Cumulative Rights. The amount of Guarantor’s liability and all rights, powers and remedies of Lender hereunder and under
any other agreement now or at any time hereafter in force between Lender and Guarantor, including, without limitation, any other guaranty
executed by Guarantor relating to any indebtedness, liability or obligation of Borrower owed to Lender, shall be cumulative and not alternative
and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Lender by law. This Guaranty is
in addition to and exclusive of the guaranty of any other guarantor of any indebtedness, liability or obligation of Borrower owed to
Lender.


 


9.
Independent Obligations. The obligations of Guarantor hereunder are independent of the obligations of Borrower and, to the extent
permitted by law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against
Guarantor whether or not Borrower is joined therein or a separate action or actions are brought against Borrower. Lender may maintain
successive actions for other breaches or defaults. Lender’s rights hereunder shall not be exhausted by Lender’s exercise
of any of Lender’s rights or remedies or by any such action or by any number of successive actions until and unless all Obligations
have been paid and fully performed.


 


10.
Severability. If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve
the objective of the parties to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.


 


11.
Successors and Assigns. This Guaranty shall inure to the benefit of Lender, Lender’s successors and assigns, including the
assignees of any Obligation, and shall bind the heirs, executors, administrators, personal representatives, successors and assigns of
Guarantor. This Guaranty may be assigned by Lender with respect to all or any portion of the Obligations, and when so assigned, Guarantor
shall be liable to the assignees under this Guaranty without in any manner affecting the liability of Guarantor hereunder with respect
to any Obligations retained by Lender.


 




    	14



    	 



    

 


12.
Notices. Whenever Guarantor or Lender shall desire to give or serve any notice, demand, request or other communication with respect
to this Guaranty, each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given
on the earliest of:


 


(a)
the date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by
confirmed facsimile,


 


(b)
the fifth Trading Day (as defined in the Note) after deposit, postage prepaid, in the United States Postal Service by registered or certified
mail, or


 


(c)
the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,


 


in
each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party
may designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If
to Guarantor:


 


verbMartkplace,
LLC


Attn:
Rory J. Cutaia


2210
Newport Blvd, Suite 200


Newport
Beach, California 92663


 


If
to Lender:


 


Streeterville
Capital, LLC


Attn:
John M. Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


 


with
a copy to (which shall not constitute notice):


 


Hansen
Black Anderson Ashcraft PLLC


Attn:
Jonathan K. Hansen


3051
West Maple Loop Drive, Suite 325


Lehi,
Utah 84043


 


13.
Application of Payments or Recoveries. With or without notice to Guarantor, Lender, in Lender’s sole discretion and at any
time and from time to time and in such manner and upon such terms as Lender deems fit, may (a) apply any or all payments or recoveries
from Borrower or from any other guarantor or endorser under any other instrument or realized from any security, in such manner and order
of priority as Lender may determine, to any indebtedness, liability or obligation of Borrower owed to Lender, whether or not such indebtedness,
liability or obligation is guaranteed hereby or is otherwise secured or is due at the time of such application; and (b) refund to Borrower
any payment received by Lender in connection with any Obligation and payment of the amount refunded shall be fully guaranteed hereby.


 


14.
Setoff. Lender shall have a right of setoff against all monies, securities and other property of Guarantor now or hereafter in
the possession of, or on deposit with, Lender (if any), whether held in a general or special account or deposit, or for safekeeping or
otherwise. Such right is in addition to any right of setoff Lender may have by law. All rights of setoff may be exercised without notice
or demand to Guarantor. No right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender, or by any
neglect to exercise such right of setoff, or by any delay in doing so. Every right of setoff shall continue in full force and effect
until specifically waived or released by an instrument in writing executed by Lender.


 




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15.
Miscellaneous.


 


15.1
Governing Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for
contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without
modifying Guarantor’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), Guarantor
consents to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this Guaranty
or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah or Utah County, Utah. Without modifying the
parties obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), for any litigation arising
in connection with this Agreement, Guarantor hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any
state court sitting in Salt Lake County, Utah, (b) expressly submits to the exclusive venue of any such court for the purposes hereof,
and (c) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or
objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper.


 


15.2
Arbitration of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit
to the Purchase Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration
Provisions) arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant
to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on
the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the Arbitration
Provisions shall have the meaning set forth in the Purchase Agreement. By executing this Guaranty, Guarantor represents, warrants and
covenants that Guarantor has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived
its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of
any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Guarantor will not take
a position contrary to the foregoing representations. Guarantor acknowledges and agrees that Lender may rely upon the foregoing representations
and covenants of Guarantor regarding the Arbitration Provisions.


 


15.3
Entire Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Lender and Guarantor,
this Guaranty shall constitute the entire agreement of Guarantor with Lender with respect to the subject matter hereof, and no representation,
understanding, promise or condition concerning the subject matter hereof shall be binding upon Lender unless expressed herein.


 


15.4
Construction. When the context and construction so require, all words used in the singular herein shall be deemed to have been
used in the plural and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein
shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.
The headings of this Guaranty are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.


 


15.5
Waiver. No provision of this Guaranty or right granted to Lender hereunder can be waived in whole or in part nor can Guarantor
be released from Guarantor’s obligations hereunder except by a writing duly executed by an authorized officer of Lender.


 


15.6
No Subrogation. Until all indebtedness, liabilities and obligations of Borrower owed to Lender have been paid in full, Guarantor
shall not have any right of subrogation.


 


15.7
Survival. All representations and warranties contained in this Guaranty shall survive the execution, delivery and performance
of this Guaranty and the creation and payment of the Obligations.


 


15.8
Joint and Several Liability. Guarantor’s covenants, obligations and agreements set forth herein are joint and several liabilities
and obligations of Guarantor together with every other guarantor of the Obligations, if any.


 


[Remainder
of page intentionally left blank; signature page to follow]


 




    	16



    	 



    

 





IN
WITNESS WHEREOF, Guarantor has executed this Guaranty to be effective as of the date first set forth above.


 





	 	VERBMARKETPLACE,
    LLC
	 	 	 
	 	By:
    	/s/
    Rory Cutaia
	 	Name:
    	Rory Cutaia                  
	 	Title:
    	Chief Executive Officer


 


[Signature
Page to Note Purchase Agreement]


 




    	 



    	 



    

 


VERB
TECHNOLOGY COMPANY, INC.


OFFICER’S
CERTIFICATE


 






    	 1| P a g e



    	 



    

 


Schedule
1


 


BOARD
RESOLUTIONS


 


[attached]


 




    	 2| P a g e