Exhibit
10.44


 


SETTLEMENT
AND RELEASE AGREEMENT


 


THIS
SETTLEMENT AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of August 5, 2020 (the “Effective
Date”) by and among Verb Technology Company, Inc., a Nevada corporation (the “Company”), Iroquois
Capital Investment Group LLC (“Iroquois Capital”) and Iroquois Master Fund Ltd. (“Iroquois Master”
and together with Iroquois Capital, “Iroquois”). The foregoing parties are each referred to individually as
a “Party” and collectively as the “Parties” herein. Capitalized terms used and not otherwise
defined herein have the meanings given to such terms in that certain Securities Purchase Agreement dated as of August 8, 2019
by and among the Parties and the other purchasers party thereto (the “Securities Purchase Agreement”).


 


RECITALS:


 


WHEREAS,
on August 8, 2019, the Parties and the other purchasers party thereto entered into the Securities Purchase Agreement under which
the Company granted to each purchaser the right to participate in a Subsequent Financing on a pro-rata basis up to an amount equal
to fifty percent (50%) of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.


 


WHEREAS,
in connection with the Securities Purchase Agreement, on August 15, 2019, the Company issued common stock purchase warrants (the
“Iroquois August Warrants”) to (1) Iroquois Capital exercisable for up to 483,871 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) and (2) Iroquois Master exercisable for up to
483,871 shares of the Company’s Common Stock.


 


WHEREAS,
on February 7, 2020, the Parties and the other signatories party thereto entered into that certain Omnibus Waiver and Acknowledgment
Agreement under which the Company agreed, among other things, to issue common stock purchase warrants (the “Iroquois
February 7 Warrants”) to (1) Iroquois Capital exercisable for up to 161,290 shares of the Company’s Common Stock
and (2) Iroquois Master exercisable for up to 161,290 shares of the Company’s Common Stock, and on February 25, 2020, the
Company issued additional common stock purchase warrants (collectively, with the Iroquois February 7 warrants, the “Iroquois
Waiver Warrants”) to (A) Iroquois Capital exercisable for up to 322,580 shares of the Company’s Common Stock and
(B) Iroquois Master for up to 322,580 shares of the Company’s Common Stock as consideration for waiving their right to participate
in the Company’s private placement of up to five million shares of the Company’s Common Stock.


 


WHEREAS,
on July 24, 2020, the Company closed a registered underwritten public offering pursuant to which the Company issued and sold 12,545,453
shares of the Company’s Common Stock (the “Public Offering”).


 


WHEREAS,
without any admission of wrongdoing or failures by the Company or Iroquois, the Company did not issue Iroquois 1,870,594 shares
of Common Stock in the Public Offering requested by Iroquois pursuant to certain participation rights set forth in the Securities
Purchase Agreement (the “Unsatisfied Participation Request”).


 


WHEREAS,
in an effort to resolve any claims with respect to such Unsatisfied Participation Request and to provide Iroquois with the number
of shares of Common Stock it would have been able to purchase in the Public Offering had Iroquois been allocated its participation
amount in accordance with the participation rights in the Securities Purchase Agreement, the Parties have agreed that, in exchange
for a full release of all claims with arising under, or related to, the Unsatisfied Participation Request, the Company will: (1)
issue a common stock purchase warrant to (A) Iroquois Capital to subscribe for and purchase up to 935,297 shares of the Company’s
Common Stock exercisable at $1.10 per share (the “Iroquois Capital New Warrant”), and (B) Iroquois Master to
subscribe for and purchase up to 935,297 shares of the Company’s Common Stock exercisable at $1.10 per share (the “Iroquois
Master New Warrant,” and collectively with the Iroquois Capital New Warrant, the “New Warrants”);
and (3) grant certain registration rights to Iroquois in respect of the shares of Common Stock issuable upon exercise of the New
Warrants (collectively, the “Warrant Shares”). The “New Warrants” and the “Warrant Shares”
are collectively referred to herein as the “Securities.”


 




    	 



    	 



    

 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements and the terms and conditions set forth
herein and other valuable consideration, the Parties agree as follows:


 


1.
Issuance of New Warrants. Simultaneous with the execution and delivery of this Agreement by the Parties, the Company shall
issue to (i) Iroquois Capital the Iroquois Capital Warrant, and (ii) Iroquois Master, the Iroquois Master Warrant, each in the
form attached hereto as Exhibit A.


 


2.
Registration Rights.


 


A.
The Company agrees that, within ten (10) calendar days after the execution and delivery of this Agreement by the Parties (the
“Filing Date”), the Company (or its successor) will file with the Commission (at the Company’s sole cost
and expense) a resale registration statement on Form S-3 (the “Registration Statement”) with respect to the
Warrant Shares, and the Company shall use its reasonable best efforts to have the Registration Statement declared effective as
soon as practicable after the filing thereof (such date of effectiveness, the “Effectiveness Date”). The Company
agrees that it will cause such Registration Statement or another registration statement to remain continuously effective for a
period of the earlier to occur of (x) such date as Iroquois shall have resold all the Warrant Shares pursuant to such Registration
Statement and (y) such date all the Warrant Shares are initially eligible to be resold by Iroquois pursuant to Rule 144. The Company’s
obligations to include the Warrant Shares in the Registration Statement are contingent upon the undersigned furnishing in writing
to the Company such information regarding the undersigned, the securities of the Company held by the undersigned, and the intended
method of disposition of the Warrant Shares as shall be reasonably requested by the Company to effect the registration of the
Warrant Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that
are customary of a selling stockholder in similar situations. The Company may suspend the use of any such registration statement
if it determines in the opinion of counsel for the Company that, in order for the registration statement to not contain a material
misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be
required in a current, quarterly, or annual report under the Exchange Act; provided, however, that the Company shall use
reasonable best efforts to make such registration statement available for the sale by the undersigned of such securities as soon
as practicable thereafter. The Company shall use commercially reasonably best efforts to register or qualify the Warrant Shares
covered by the Registration Statement under the securities or “blue sky” laws of such jurisdictions as Iroquois shall
reasonably request in writing; provided, however, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general
service of process in any such jurisdiction. The Company agrees that it will comply, and continue to comply during the effectiveness
period, with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all of the Warrant Shares
covered by the Registration Statement in accordance with Iroquois’ intended method of disposition set forth in the Registration
Statement for such period.


 




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B.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after
such filing, notify Iroquois of such filing, and shall further notify Iroquois promptly and confirm such advice in writing in
all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes
effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened
issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop
order or to remove it, if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration
Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by
such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
the holders of registrable securities included in such Registration Statement any such supplement or amendment.


 


C.
In connection with such registration, the Company will indemnify and hold harmless Iroquois, each officer and/or director of Iroquois,
and each other person, if any, who controls Iroquois within the meaning of the Securities Act, against any losses, claims, damages,
or liabilities, joint or several, to which Iroquois or such controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which the
Warrant Shares were registered under the Securities Act, any or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse Iroquois and each such controlling person
for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be liable in any such case, if and to the extent
that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished by Iroquois or any such controlling person in
writing specifically for use in such Registration Statement or prospectus.


 


3.
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to
Iroquois as follows:


 


A.
Organization and Qualification. The Company and each of the subsidiaries is an entity duly incorporated or otherwise organized,
validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any subsidiary of the Company is in violation nor default of any of the provisions of its respective certificate or
articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the subsidiaries is duly
qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity, or enforceability of this Agreement or the Securities, (ii) a material adverse effect on the
results of operations, assets, business, prospects, or condition (financial or otherwise) of the Company and its subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement and the Securities (any of (i), (ii), or (iii), a “Material Adverse Effect”)
and no proceeding has been instituted in any such jurisdiction revoking, limiting, or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.


 




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B.
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the Securities and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and the Securities by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action
is required by the Company, the Board of Directors of the Company, or the Company’s stockholders in connection herewith
or therewith other than the approval of Nasdaq with respect to the Company’s Listing of Additional Shares application. This
Agreement and the Securities have been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.


 


C.
No Conflicts. The execution, delivery, and performance by the Company of this Agreement and the Securities, the issuance
of the Securities, and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict
with or violate any provision of the Company’s or any of the Company’s subsidiary’s certificate or articles
of incorporation, bylaws, or other organizational or charter documents or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties
or assets of the Company or any subsidiary of the Company, or give to others any rights of termination, amendment, anti-dilution,
or similar adjustments, acceleration, or cancellation (with or without notice, lapse of time, or both) of, any agreement, credit
facility, debt, or other instrument (evidencing a Company or subsidiary debt or otherwise) or other understanding to which the
Company or any subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected,
or (iii) subject to the Nasdaq’s approval of the Company’s Listing of Additional Shares application, conflict with
or result in a violation of any law, rule, regulation, order, judgment, injunction, decree, or other restriction of any court
or governmental authority to which the Company or a subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


D.
Issuance of the Securities. The New Warrants are duly authorized and, when issued in accordance with this Agreement, will
be duly and validly issued, fully paid, and nonassessable, free and clear of all liens imposed by the Company other than restrictions
on transfer provided for in the in the Warrants. The Warrant Shares, when issued in accordance with the terms of the New Warrants,
will be validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions
on transfer provided for in the in the New Warrants. The Company has reserved from its duly authorized capital stock a number
of shares of Common Stock for issuance of the Warrant Shares.


 




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4.
Representations and Warranties of Iroquois. Each of Iroquois Capital and Iroquois Master, severally and not jointly, hereby
represent and warrant to the Company as follows:


 


A.
Organization; Authority. Each of Iroquois Capital and Iroquois Master is an entity duly incorporated or formed, validly
existing, and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate,
partnership, limited liability company, or similar power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement
and performance by each of Iroquois Capital and Iroquois Master of the transactions contemplated by this Agreement have been duly
authorized by all necessary corporate, partnership, limited liability company, or similar action, as applicable, on the part of
each of Iroquois Capital and Iroquois Master. This Agreement has been duly executed by each of Iroquois Capital and Iroquois Master
`and, when delivered by each such party in accordance with the terms hereof, will constitute the valid and legally binding obligation
of each of Iroquois Capital and Iroquois Master, enforceable against it in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.


 


B.
Own Account. Each of Iroquois Capital and Iroquois Master understands that the Securities are “restricted securities”
and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable
state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law, and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting each of Iroquois Capital’s and Iroquois Master’s right to sell the Securities pursuant to the Registration
Statement or otherwise in compliance with applicable federal and state securities laws). Each of Iroquois Capital and Iroquois
Master is acquiring the Securities hereunder in the ordinary course of its business.


 


C.
Status. At the time each of Iroquois Capital and Iroquois Master was offered the Securities, it was, and as of the date
hereof it is, and on each date on which it exercises any New Warrants, it will be either: (i) an “accredited investor”
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.


 


D.
Experience of Each of Iroquois Capital and Iroquois Master. Each of Iroquois Capital and Iroquois Master, either alone
or together, with its representatives, has such knowledge, sophistication, and experience in business and financial matters so
as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment. Each of Iroquois Capital and Iroquois Master is able to bear the economic risk of an investment
in the Securities and, at the present time, is able to afford a complete loss of such investment.


 




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5.
Release. To the fullest extent permitted by law (the following is collectively referred to as the “Release”):


 


A.
Iroquois Capital and Iroquois Master, severally and not jointly, hereby release and forever discharge the Company and its respective
successors, assigns, employees, officers, members, shareholders, owners, directors, agents, attorneys, managers, members, representatives,
insurers, subsidiaries, divisions and affiliated organizations (collectively, “Related Parties” and together
with the Company, the “Released Company Parties”) from any and all claims, demands, causes of action, damages,
attorneys’ fees, costs, liabilities and obligations of any nature whatsoever, whether or not now known, suspected or claimed
(collectively, “Claims”), that Iroquois Capital or Iroquois Master or any of their respective Related Parties
ever had, has, or may claim to have, in each case as of the Effective Date, against the Released Company Parties, or any of them,
arising out of or related to the Unsatisfied Participation Request (other than any rights of Iroquois Capital or Iroquois Master
arising pursuant to this Agreement, including any claim that the waiver referred to in Section 7 below does not conform
to the requirements of Section 1542 of the California Civil Code. Iroquois Capital and Iroquois Master each represent and warrant
to the Company that:


 


(1)
its Claims subject to the Release by it are free and clear of any lien, claim, encumbrance, limitation or restriction and may
freely be released by it under this Agreement pursuant to the terms of the Release, including Sections 6, 7, 8 and 9 below;
and


 


(2)
it has not assigned or otherwise transferred to any third party any claim or other matter that, absent such an assignment or transfer,
would otherwise fall within the scope of the foregoing Release.


 


6.
Nature of Release. The Release is a general releases of all claims, demands, causes of action, obligations, damages, attorneys’
fees, costs and liabilities arising out of or related to the Unsatisfied Participation Request of any nature whatsoever within
the scope of the Release and is intended to encompass all known and unknown, foreseen and unforeseen Claims arising out of or
related to the Unsatisfied Participation Request that Iroquois Capital or Iroquois Master or any of their respective Related Parties
may have against the Released Company Parties, or any of them, within the scope of the Release, and except for any Claims that
may arise from the terms of this Agreement, the Securities or any other securities of the Company held by Iroquois Capital or
Iroquois Master. Iroquois Capital and Iroquois Master, including for and on behalf of their respective Related Parties, covenant
and agree never to commence, aid in any way, prosecute or cause to be commenced or prosecuted any action or other proceeding based
upon any Claims arising out of or related to the Unsatisfied Participation Request.


 


7.
Waiver of Section 1542 Rights. Iroquois Capital and Iroquois Master, including for and on behalf of their respective Related
Parties, expressly waive and relinquish all rights and benefits they may have under Section 1542 of the California Civil Code
with respect to releases in Section 5 above. Section 1542 is intended to protect against an inadvertent release of unknown
or unsuspected claims arising out of or related to the Unsatisfied Participation Request that would be material to this Agreement.
This Agreement provides that Iroquois Capital and Iroquois Master, including for and on behalf of their respective Related Parties,
also are releasing any such unknown or unsuspected claims arising out of or related to the Unsatisfied Participation Request.
Section 1542 reads as follows:


 




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“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”


 


8.
Non-Admission of Liability. The Parties acknowledge and agree that this Agreement is a settlement agreement and shall not
in any way be construed as an admission by any Party of any wrongful act against, or any liability to, the other Party or its
or their respective Related Parties or any other person.


 


9.
Risk of New or Different Information. Each of the Parties acknowledges that it may discover new information different from
or inconsistent with facts presently believed to be true, including those that may be relevant to the release of any claims hereunder,
and expressly agrees to assume the risk of such new or different information.


 


10.
Section 4.14 of the Securities Purchase Agreement. Each the Parties acknowledges and agrees that the issuance of New Warrants
to Iroquois pursuant to this Agreement are solely in exchange for the release of claims pursuant to the Unsatisfied Participation
Request and not additional consideration subject to the provisions contained in Section 4.14 of the Securities Purchase Agreement.


 


11.
Further Assurances. Upon a Party’s reasonable request, the other Party will execute and deliver such instruments,
documents or other writings and take such actions as may be reasonably necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.


 


12.
Acknowledgment of Being Advised to Consult Legal Counsel. This Agreement is an important legal document. Each of the Parties
acknowledges that it has been advised in writing to consult with an attorney of its own choice prior to signing this Agreement,
and that it has had the opportunity to consult with an attorney to the extent it so desires.


 


13.
Attorneys’ Fees, Costs, and Expenses. In any action, proceeding, or dispute arising out of this Agreement or the
transactions contemplated hereby, the successful Party therein (regardless of whether the matter is pursued to judgment or is
voluntarily dismissed) shall be entitled to recover from the other Party thereto the reasonable attorneys’ and paralegals’
fees, court costs, filing fees and all other expenses incurred by the successful Party in connection therewith, at trial and all
appellate proceedings, and in all bankruptcy, administrative, and similar proceedings.


 


14.
Ambiguities; Interpretation. The Parties agree that the general rule that ambiguities shall be construed against the drafting
party shall not apply to any interpretation of this Agreement. Any use of the term “including” shall be read to mean
“including, without limitation” in this Agreement.


 


15.
Entire Agreement. No Party is relying, and has not relied, on any representation or statement by any other Party or their
respective Related Parties with regard to the subject matter or terms of this Agreement, except to the extent set forth in this
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement,
and supersedes any and all other agreements, understandings or discussions between the Parties and their respective Related Parties
with respect to the subject matter of this Agreement.


 


16.
Expenses. At the Closing, the Company shall reimburse Kelley Drye & Warren LLP a non-accountable amount of up to $2,500
for any legal expenses in connection with the drafting and negotiation of this Agreement. The Company will bear its own costs
and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated
hereby.


 


17.
Modification. This Agreement cannot be modified or terminated, except by a writing signed by the Party against whom enforcement
of the modification or termination is sought.


 


18.
Execution in Counterparts. This Agreement may be executed in any multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.


 


19.
Governing Law. This Agreement and all rights, duties and remedies hereunder shall be governed by, construed and enforced
in accordance with the laws of the State of New York. The Parties hereby irrevocably submit to and acknowledge and recognize the
exclusive jurisdiction and venue of the state and federal courts located in the City of New York, Borough of Manhattan over any
suit, action or other proceeding arising out of, under, or in connection with this Agreement or the subject matter hereof.


 


20.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the Parties and their respective
successors and assigns. No person shall be a third-party beneficiary of this Agreement except as specifically provided herein.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Warrant Issuance and Amendment Agreement as of the Effective Date.


 


	The
    Company:	VERB
    TECHNOLOGY COMPANY, INC.
	 	 	 
	 	By:	/s/
    Rory J. Cutaia
	 	Name:	Rory
J. Cutaia
	 	Title:	President,
Chief Executive Officer, Secretary and Director


 


	Iroquois:	IROQUOIS
    CAPITAL INVESTMENT GROUP LLC
	 	 	 
	 	By:	/s/
    Richard Abbe
	 	Name:	 Richard
    Abbe
	 	Title:	 Managing
    Member


 


	 	IROQUOIS
    MASTER FUND LTD.
	 	 	 
	 	By:	/s/
    Richard Abbe
	 	Name:	Richard
Abbe
	 	Title:	Managing
Member


 




    	 



    	 



    

 


Exhibit
A


 


Form
of Common Stock Purchase Warrant


 


(see
attached)