Exhibit
10.43


 


VERB
TECHNOLOGY COMPANY, INC.


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is made and entered into as of the ____ day of December, 2019, by and
between Verb Technology Company, Inc., a Nevada corporation (the “Corporation”), and _________________ (“Indemnitee”).


 


WITNESSETH:



 


WHEREAS,
Indemnitee is currently serving or is about to begin serving as a director and/or Officer (as hereinafter defined) of the
Corporation, and Indemnitee is willing, subject to, among other things, the Corporation’s execution and performance of this
Agreement, to continue in or assume such capacity or capacities;


 


WHEREAS,
the Amended and Restated Bylaws of the Corporation provide that the Corporation shall indemnify and advance expenses to all
directors and Officers of the Corporation in the manner set forth therein and to the fullest extent permitted by applicable law,
and to such greater extent as applicable law may thereafter permit, and the Corporation’s Articles of Incorporation, as
amended, provide for the limitation of liability for directors and Officers and the right to indemnification to the fullest extent
permitted by applicable law; and


 


WHEREAS,
in order to induce Indemnitee to provide services as contemplated hereby, the Corporation has deemed it to be in its best
interest to enter into this Agreement with Indemnitee;


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to provide services to the Corporation and/or certain of its affiliates
as contemplated hereby, the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto stipulate and agree as follows:


 


ARTICLE
I


Definitions


 


Section
1.1. As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):


 


“Articles
of Incorporation” means the Articles of Incorporation of the Corporation (as they may be amended or restated from time
to time).


 


“Board
of Directors” means the board of directors of the Corporation.


 


“Bylaws”
means the Amended and Restated Bylaws of the Corporation (as they may be amended or restated from time to time).


 




    	 



     


    

 


“Change
of Control” means:


 


	 	(i)	The acquisition
    by any individual, entity, or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
    of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1)
    the then-outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”)
    or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in
    the election of directors (the “Outstanding Corporation Voting Securities”); provided, however,
    that, for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition
    directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or
    related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (D) any acquisition
    by any entity pursuant to a transaction that complies with clauses (1), (2), and (3) of subsection (iii) of this definition;
    or
	 	 	 
	 	(ii)	Individuals who,
    as of the date hereof, constitute the Board of Directors (the “Incumbent Board”), cease for any
    reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming
    a director subsequent to the date hereof, whose election, or nomination for election by the Corporation’s stockholders
    was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as
    though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
    assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal
    of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
    Board of Directors; or 
	 	 	 
	 	(iii)	Consummation of
    a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation
    (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or
    substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation
    Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own,
    directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting
    power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be,
    of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such
    transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through
    one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination,
    of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person
    (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation
    or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively,
    the then-outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting
    power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the
    Business Combination, and (3) at least a majority of the members of the board of directors of the corporation, or the similar
    managing body of a non-corporate entity, resulting from such Business Combination were members of the Incumbent Board at the
    time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
    or 
	 	 	 
	 	(iv)	Approval by the
    stockholders of the Corporation of a complete liquidation or dissolution of the Corporation; or 
	 	 	 
	 	(v)	A change of control
    as defined in any employment agreement, change of control agreement, or other agreement between the Corporation and Indemnitee.
    


 


“Covered
Capacity” means, with respect to any person, that such person (or a person for whom he or she is serving as a legal
representative) is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the
Corporation as director, manager, officer, trustee, general partner, member, fiduciary, employee, or agent of any other enterprise,
in each case (i) whether or not such person was serving in that capacity at the time any liability or expense is incurred and
(ii) whether the basis for any Proceeding brought against such person is alleged action in an official capacity as a director,
manager, officer, trustee, general partner, member, fiduciary, employee, or agent or any other capacity while serving as a director,
manager, officer, trustee, general partner, member, fiduciary, employee, or agent.


 




    	 



     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Expenses”
include all direct and indirect costs, fees, and expenses of any type or nature, including, without limitation, all attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services, and all other disbursements or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise
participating in a Proceeding, including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise
compensated by the Corporation or any third party. “Expenses” also include expenses incurred in connection with any
appeal resulting from any Proceeding, including the premium for, security for, and other costs relating to, any cost bond, supersedeas
bond, or other appeal bond or its equivalent. “Expenses” do not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 


“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the five (5) years has been, retained to represent: (i) the Corporation or Indemnitee in any matter material
to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. The term
“Independent Counsel” does not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement, the Articles of Incorporation, the Bylaws of the Corporation, or under any agreement between Indemnitee
and the Corporation.


 


“NRS”
means the Nevada Revised Statutes (as amended from time to time).


 


“Officer”
means the President, the Treasurer, the Secretary, the Chief Executive Officer, the Chief Financial Officer, and each Vice President
of the Corporation and any other corporation, partnership, limited liability company, association, joint venture, trust, employee
benefit plan, or other enterprise for which such person is or was serving in such position at the request of the Corporation (and
all variants of the preceding positions such as assistant treasurer, assistant secretary, senior vice president, and similar modifications),
in each case elected or appointed pursuant to proper corporate authority, and each other person designated by the President of
the Corporation from time to time as constituting an “Officer.”


 


“Proceeding”
includes a threatened, pending, or completed action, suit, arbitration, alternate dispute resolution, investigation, inquiry,
administrative hearing, appeal, or any other actual, threatened, or completed proceedings with or brought in the right of the
Corporation or otherwise and whether civil, criminal, administrative, or investigative in nature.


 


ARTICLE
II


Services
by Indemnitee


 


Section
2.1. Indemnitee agrees to serve, or continue to serve, in his or her current capacity or capacities as a director, Officer,
employee, agent, or fiduciary of the Corporation, as applicable. Indemnitee may also serve, as the Corporation may reasonably
request from time to time, as a director, Officer, employee, agent, or fiduciary of any other corporation, partnership, limited
liability company, association, joint venture, trust, employee benefit plan, or other enterprise in which the Corporation has
an interest. Indemnitee and the Corporation each acknowledge that they have entered into this Agreement as a means of inducing
Indemnitee to serve or to continue to serve the Corporation in such capacities. Indemnitee may at any time and for any reason
resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of
law). The Corporation shall have no obligation under this Agreement to continue Indemnitee in any such position for any period
of time and shall not be precluded by the provisions of this Agreement from removing Indemnitee from any such position at any
time.


 




    	 



     


    

 


ARTICLE
III


Third-Party
Proceedings


 


Section
3.1. The Corporation shall indemnify Indemnitee if he or she was or is a party or is threatened to be made a party to any
Proceeding, except an action by or in the right of the Corporation, by reason of the fact that he or she is or was serving or
acting in a Covered Capacity, against Expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by Indemnitee in connection with the Proceeding if he or she: (a) is not liable pursuant to NRS Section 78.138 or (b) acted in
good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful. The
termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS Section 78.138 or did not act in good faith
and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or that,
with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.


 


ARTICLE
IV


Derivative
Actions


 


Section
4.1. The Corporation shall indemnify Indemnitee if he or she was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by
reason of the fact that Indemnitee is or was serving or acting in a Covered Capacity, against Expenses and amounts paid in settlement
thereof if Indemnitee: (a) is not liable pursuant to NRS Section 78.138 or (b) acted in good faith and in a manner that he or
she reasonably believed to be in or not opposed to the best interests of the Corporation. Indemnification may not be made for
any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to
the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such Expenses
as the court deems proper.


 


ARTICLE
V


Party
Who is Wholly or Partially Successful


 


Section
5.1. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to or a participant
in and is successful on the merits or otherwise in any Proceeding or in defense of any claim, issue, or matter in any Proceeding,
in whole or in part, to which Indemnitee was or is a party or is otherwise involved by reason of the fact that he or she is or
was serving or acting in a Covered Capacity, the Corporation shall indemnify and hold harmless Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection with any Proceeding or defense. If Indemnitee is not wholly successful
in the Proceeding, the Corporation shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection with each claim, issue, or matter on which Indemnitee was successful. The
termination of any claim, issue, or matter in the Proceeding by dismissal, with or without prejudice, by reason of settlement,
judgment, order, or otherwise, shall be deemed to be a successful result as to such Proceeding, claim, issue, or matter, so long
as there has been no finding that Indemnitee (i) is liable pursuant to NRS Section 78.138 or (ii) did not act in good faith and
in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal proceeding or action, had no reasonable cause to believe his or her conduct was unlawful.


 


ARTICLE
VI


Expenses
as Witness


 


Section
6.1. To the extent Indemnitee is, by reason of his or her serving or acting in a Covered Capacity, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with the Proceeding and his or her acting as a witness in it.


 




    	 



     


    

 


ARTICLE
VII


Exclusions


 


Section
7.1. Notwithstanding any provision in this Agreement, the Corporation is not obligated under this Agreement to make any indemnification
payments in connection with any claim made against Indemnitee:


 


	 	(a)	For which payment
    has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with
    respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, or other indemnity
    provision or otherwise; 
	 	 	 
	 	(b)	For an accounting
    of profits made from the purchase and sale, or sale and purchase, by Indemnitee of securities of the Corporation within the
    meaning of Section 16(b) of the Exchange Act; or 
	 	 	 
	 	(c)	Except as provided
    for in Sections 8.1 or 12.3 of this Agreement, in connection with any Proceeding or any part of any Proceeding, initiated
    by Indemnitee, including those initiated against the Corporation or its officers, directors, or employees, unless (i) the
    Board of Directors authorizes the Proceeding or part thereof before its initiation or (ii) the Corporation provides the indemnification
    in its sole discretion, pursuant to the powers vested in the Corporation under applicable law.


 


ARTICLE
VIII


Advancement
of Expenses


 


Section
8.1. Notwithstanding any other provision of this Agreement and to the fullest permitted by applicable law, the Corporation
shall advance the Expenses incurred by Indemnitee, or reasonably expected by Indemnitee to be incurred by him or her within three
months, in connection with any Proceeding to which Indemnitee was or is a party or is otherwise involved by reason of the fact
that he or she is or was serving or acting in a Covered Capacity, as soon as practicable but in any event not more than ten (10)
days after receipt by the Corporation of a statement requesting the advances, whether the statement is submitted before or after
final disposition of any Proceeding. Unless otherwise required by law, the Corporation shall not require that Indemnitee provide
any form of security for repayment of or charge any interest on any amounts advanced pursuant to this Section 8.1. The advances
shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to any belief or determination
as to Indemnitee’s ultimate entitlement to be indemnified. Advances shall include any and all reasonable Expenses incurred
in pursuing a Proceeding to enforce the right of advancement, including Expenses incurred in preparing statements to the Corporation
to support the advances claimed. Indemnitee qualifies for advances, to the fullest extent permitted by applicable law, solely
upon the execution and delivery to the Corporation of an undertaking providing that Indemnitee undertakes to repay the advance
to the extent it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation under the provisions
of this Agreement, the Articles of Incorporation, Bylaws of the Corporation, or an agreement between the Corporation and Indemnitee.
This section does not apply to any claim made by Indemnitee for any indemnification payment that is excluded pursuant to Section
7.1 of this Agreement.


 


ARTICLE
IX


Notices


 


Section
9.1. Indemnitee agrees to notify the Corporation in writing promptly after being served with any summons, citation, subpoena,
complaint, indictment, inquiry, information request, or other document relating to any Proceeding or matter that may be subject
to indemnification, hold harmless, or exoneration rights or the advancement of expenses; provided, however, that
the failure of Indemnitee so to notify the Corporation shall not relieve the Corporation of any obligation it may have to Indemnitee
under this Agreement or otherwise. Indemnitee may deliver to the Corporation a written application to indemnify and hold harmless
Indemnitee in accordance with this Agreement. The application may be delivered from time to time and may be amended and supplemented
and at such times as Indemnitee deems appropriate in his or her sole discretion. After a written application for indemnification
is delivered by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined pursuant to Articles X, XI,
and XII of this Agreement.


 




    	 



     


    

 


ARTICLE
X


Procedures


 


Section
10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory.
To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any
indemnification determination, unless ordered by a court or advanced pursuant to Section 8.1 of this Agreement, may be made by
the Corporation only as authorized in the specific case upon a determination that the indemnification of Indemnitee is proper
in the circumstances. Such determination must be made:


 


	 	(a)	by the stockholders
    of the Corporation; 
	 	 	 
	 	(b)	by the Board of
    Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding;
	 	 	 
	 	(c)	if a majority vote
    of a quorum of directors who are not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or
	 	 	 
	 	(d)	if a quorum consisting
    of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion. 


 


Notwithstanding
the foregoing, if at any time during the two (2)-year period prior to the date of any written application for indemnification
submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of
Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by
Independent Counsel in a written opinion.


 


Section
10.2. If the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the
Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee
and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so selected,
unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel
is selected by the Board of Directors, the Corporation must give written notice to Indemnitee setting forth the identity of the
Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written
notice of selection is received, deliver to the other party a written objection to the selection. The objection may be asserted
only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel”
as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after
submission by Indemnitee of a request for indemnification, no Independent Counsel has been selected, either the Corporation or
Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a
person to be Independent Counsel selected by the court.


 


Section
10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel and to indemnify fully
and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities, and damages arising out of or relating
to this Agreement or the Independent Counsel’s engagement.


 


Section
10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled
to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled
to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after
the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide
such persons with documents and information (that are not privileged or otherwise protected) reasonably available to Indemnitee
and reasonably necessary to the determination. All Expenses incurred by Indemnitee in cooperating with the persons making the
determination shall be paid by the Corporation (irrespective of the determination as to indemnification) and the Corporation hereby
indemnifies and agrees to hold Indemnitee harmless from those Expenses.


 




    	 



     


    

 


ARTICLE
XI


Presumptions


 


Section
11.1. In determining whether Indemnitee is entitled to indemnification under this Agreement, the person or persons making
the determination must presume that Indemnitee is entitled to indemnification under this Agreement and the Corporation has the
burden of proof to overcome that presumption. Moreover, if at any time during the two (2)-year period prior to the date of any
written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there
shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither
of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that
Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent
Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii)
an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable
standard of conduct.


 


Section
11.2. If the persons or entity selected under Article X of this Agreement to determine whether Indemnitee is entitled to indemnification
have not made a determination within thirty (30) days after receipt by the Corporation of the request for it, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee is entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact or an omission of material fact necessary to make his or her statements not
materially misleading made in connection with the request for indemnification (which misstatement or omission is shown by the
Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a final judicial determination
that indemnification is expressly prohibited under applicable law. The 30-day period may be extended for a reasonable time, not
to exceed fifteen (15) additional days, if the persons or entity making the determination requires the additional time for obtaining
or evaluating documents or information.


 


Section
11.3. The termination of any Proceeding or any claim therein, by judgment, order, settlement, or conviction, or upon a plea
of nolo contendere does not (except as expressly provided elsewhere in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not
act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation
or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful.


 


Section
11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner that he or she reasonably
believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records
or books of account of the Corporation, including financial statements, or on information, opinions, reports, or statements supplied
to Indemnitee by the directors or officers of the Corporation or other enterprise in the course of their duties, or on the advice
of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified
public accountant or by an appraiser or other expert.


 


Section
11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent,
or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her
right to indemnification.


 


ARTICLE
XII

Remedies of Indemnitee


 


Section
12.1. If a determination is made that Indemnitee is not entitled to indemnification under this Agreement, any judicial Proceeding
or arbitration begun pursuant to this Agreement must be conducted in all respects as a de novo trial or arbitration on the merits
and Indemnitee shall not be prejudiced by reason of the adverse determination. In such a Proceeding or arbitration, Indemnitee
is presumed to be entitled to indemnification and the Corporation has the burden of proving Indemnitee is not entitled to be indemnified.
Moreover, if at any time during the two (2)-year period prior to the date of any written application for indemnification submitted
by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the Corporation
will be deemed to have satisfied such burden only if it meets the standard of proof by clear and convincing evidence. The Corporation
may not refer to or introduce into evidence any determination made pursuant to Section 11.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee begins a judicial Proceeding or arbitration seeking indemnification, Indemnitee is not required
to reimburse the Corporation for any advances pursuant to Section 8.1 of this Agreement until a final determination is made with
respect to Indemnitee’s right to indemnification, after all rights of appeal have been exhausted or lapsed.


 




    	 



     


    

 


Section
12.2. If it has been determined that Indemnitee is entitled to indemnification, the Corporation is bound by that determination
in any judicial Proceeding or arbitration commenced by Indemnitee seeking to compel the indemnification, absent (i) a misstatement
by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading connected with the request for indemnification (which misstatement or omission is shown by the Corporation to be of
sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of the indemnification under
applicable law. In any Proceeding or arbitration commenced by Indemnitee seeking indemnification, the Corporation is precluded
from asserting that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and must stipulate
that the Corporation is bound by all the provisions of this Agreement.


 


Section
12.3. The Corporation shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law against
all Expenses and, upon Indemnitee’s request, shall advance to Indemnitee, within ten (10) days after the Corporation’s
receipt of a request, Indemnitee’s Expenses incurred in connection with any judicial Proceeding or arbitration brought by
Indemnitee to enforce his or her right for indemnification or to recover advances under any insurance policy maintained for the
benefit of Indemnitee, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advance,
or insurance recovery.


 


ARTICLE
XIII


Contribution;
Joint Liability


 


Section
13.1. To the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement
are unavailable to Indemnitee in whole or in part for any reason whatsoever (other than by reason of the language of any express
exclusion contained in this Agreement), the Corporation, instead of indemnifying and holding Indemnitee harmless, shall contribute
to the payment thereof, in the first instance, by paying the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement, and/or for Expenses, in connection with any Proceeding without requiring
Indemnitee to contribute to the payment, and the Corporation hereby waives and relinquishes any right of contribution it may have
at any time against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation
is jointly liable with Indemnitee, or would be joined in the Proceeding, unless the settlement provides for a full and final release
of all claims asserted against Indemnitee. The Corporation hereby agrees to indemnify fully and hold harmless Indemnitee from
any claims for contribution that may be brought by officers, directors, or employees of the Corporation other than Indemnitee
who may be jointly liable with Indemnitee.


 


ARTICLE
XIV

Subrogation


 


Section
14.1. If any payment is made under this Agreement, the Corporation is subrogated to the extent of such payment to all the
rights of recovery of Indemnitee, who must within a reasonable period of time after payment execute all papers required and take
all action necessary to secure those rights, including the execution of such documents as are necessary to enable the Corporation
to bring suit to enforce those rights.


 


ARTICLE
XV

Severability


 


Section
15.1. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason
whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, but not limited
to, each portion of any paragraph containing any such provision held to be invalid, illegal, or unenforceable, that is not itself
held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Agreement (including, but not limited to, each such portion of any paragraph containing any such
provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal, or unenforceable.


 




    	 



     


    

 


ARTICLE
XVI


Miscellaneous


 


Section
16.1. Non-Exclusivity of Rights. The rights of Indemnitee under this Agreement are not exclusive of any other rights
to which Indemnitee may at any time be entitled under the law, the Articles of Incorporation, the Bylaws, or any agreement. The
indemnification and advancement of Expenses for Indemnitee who has ceased to be a director, officer, employee, or agent shall
continue in full force and effect and shall inure to the benefit of the heirs, executors, and administrators of Indemnitee. The
rights of Indemnitee under this Agreement shall be contract rights. No amendment, alteration, or repeal of this Agreement can
limit or restrict any right of Indemnitee under this Agreement with respect to any action taken before the amendment, alteration,
or repeal. If a change in applicable law permits greater indemnification than that which would be afforded under this Agreement,
it is the intent of the Corporation that Indemnitee shall enjoy by this Section 16.1 the greater benefits so afforded.


 


Section
16.2. Acknowledgment of Certain Matters. Both the Corporation and Indemnitee acknowledge that, in certain instances,
applicable law or public policy may prohibit indemnification of Indemnitee by the Corporation under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake, by
the Securities and Exchange Commission, to submit the question of indemnification to a court in certain circumstances for a determination
of the Corporation’s right under public policy to indemnify Indemnitee.


 


Section
16.3. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against
which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising
any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto
of any right, power, or privilege hereunder operate as a waiver of any other right, power, or privilege hereunder nor shall any
single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, power, or privilege hereunder.


 


Section
16.4. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between
the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings
or agreements with respect to the matters covered hereby are superseded by this Agreement.


 


Section
16.5. Certain Rights. The right to be indemnified or to the advancement or reimbursement of Expenses (i) is intended
to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (ii) shall continue after
any rescission or restrictive modification of such provisions as to events occurring prior thereto. Nothing in this Agreement,
expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than
the parties to this Agreement and their respective heirs, personal representatives, successors, and assigns.


 




    	 



     


    

 


Section
16.6. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State
of Nevada without regard to any principles of conflict of laws that, if applied, might permit or require the application of the
laws of a different jurisdiction.


 


Section
16.7. Headings. The Article and Section headings in and referred to in this Agreement are for convenience of
reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 


Section
16.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.


 


Section
16.9. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa.


 


[signatures
appear on following page]


 




    	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.


 


	VERB
    TECHNOLOGY COMPANY, INC.	 
	 	 
	By:	           	 
	Name:	 	 
	Title:	 	 


 


	 	 	INDEMNITEE
	 	 	 	 	Name: