Exhibit
4.17


 


DESCRIPTION
OF SECURITIES


 


The
following description summarizes the material terms and provisions of Verb Technology Company, Inc.’s common stock,
preferred stock and warrants. The following description of our capital stock does not purport to be complete and is subject to,
and qualified in its entirety by, our articles of incorporation, which we refer to as the articles of incorporation, warrants,
and our amended and restated bylaws, as may be amended, which we refer to as the bylaws. The terms of our common stock, preferred
stock and warrants may also be affected by Nevada law.


 


Authorized
Capital Stock


 


Our
authorized capital stock consists of 200,000,000 shares of common stock, $0.0001 par value per share, and 15,000,000 shares of
preferred stock, $0.0001 par value per share, of which 6,000 shares have been designated Series A Convertible Preferred Stock,
or Series A Preferred Stock. As of May 5, 2020, we had 29,894,621 shares of common stock outstanding and 3,246 shares of
Series A Preferred Stock outstanding.


 


Common
Stock


 


All
outstanding shares of our common stock are fully paid and nonassessable. The following summarizes the rights of holders of our
common stock:


 


	 	●	a
    holder of common stock is entitled to one vote per share on all matters to be voted upon generally by the stockholders and
    are not entitled to cumulative voting for the election of directors;
	 	 	 
	 	●	subject
    to preferences that may apply to shares of preferred stock outstanding, the holders of common stock are entitled to receive
    lawful dividends as may be declared by our board of directors;
	 	 	 
	 	●	upon
    our liquidation, dissolution or winding up, the holders of shares of common stock are entitled to receive a pro rata portion
    of all our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation
    preference of any outstanding preferred stock;
	 	 	 
	 	●	there
    are no redemption or sinking fund provisions applicable to our common stock; and
	 	 	 
	 	●	there
    are no preemptive, subscription or conversion rights applicable to our common stock.


 




    	 



     


    

 


Preferred
Stock


 


All
of the preferred stock authorized in our articles of incorporation is undesignated. Our board of directors is authorized, without
further approval from our stockholders, to create one or more series of preferred stock, and to designate the rights, privileges,
preferences, restrictions, and limitations of any given series of preferred stock. Accordingly, our board of directors may, without
stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that could
adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have
the effect of restricting dividends payable to holders of our common stock, diluting the voting power of our common stock, impairing
the liquidation rights of our common stock, or delaying or preventing a change in control of us, all without further action by
our stockholders. The following is a summary of the terms and conditions of the Series A Preferred Stock.




 


Series
A Preferred Stock


 


The
rights and preferences of the Series A Preferred Stock are outlined below.


 


Rank
and Liquidation Preference


 


Shares
of Series A Preferred Stock rank prior to our common stock as to distribution of assets upon liquidation events, which include
a liquidation, dissolution or winding up of our company, whether voluntary or involuntary. The liquidation preference of each
share of Series A Preferred Stock is equal to $1,000.00, or the Series A Stated Value, plus any accrued but unpaid dividends on
the Series A Preferred Stock and any other fees or liquidated damages then due and owing under the Certificate of Designation
of Rights, Preferences, and Restrictions of Series A Convertible Preferred Stock, or the Certificate of Designations. If the assets
are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of our Series A Preferred
Stock shall be distributed pro rata among the holders of our Series A Preferred Stock in accordance with the respective amounts
that would be payable on such shares if all amounts payable thereon were paid in full.


 


Dividend
Rights


 


The
holders of Series A Preferred Stock are entitled to receive lawful dividends as may be declared by our board of directors.


 


Optional
Conversion Rights


 


Each
share of Series A Preferred Stock is convertible at the option of the holder into shares of our common stock at any time. Each
share of Series A Preferred Stock is convertible into the number of shares of common stock as calculated by dividing the Stated
Value of such share of Series A Preferred Stock by the conversion price. The conversion price was initially $1.55 per share of
Series A Preferred Stock, subject to adjustment; therefore, each share of Series A Preferred Stock was initially convertible into
approximately 645 shares of common stock, which number is equal to the quotient of the Stated Value of the Series A Preferred
Stock of $1,000.00 divided by the initial conversion price of $1.55 per share of Series A Preferred Stock. No fractional shares
or scrip representing fractional shares are to be issued upon conversion of the Series A Preferred Stock. As to any fraction of
share that the holder of Series A Preferred Stock would otherwise be entitled to purchase upon conversion, we shall, at our election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the conversion
price, or round up to the next whole share.


 




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The
holders of Series A Preferred Stock cannot convert the Series A Preferred Stock if, after giving effect to the conversion, the
number of shares of our common stock beneficially held by the holder (together with such holder’s affiliates) would be in
excess of 4.99% (or, upon election by a holder prior to the issuance of any shares, 9.99% of the number of shares of our common
stock issued and outstanding immediately after giving effect to the issuance of any shares of common stock issuance upon conversion
of the Series A Preferred Stock held by the holder).


 


We
are also prevented from issuing shares of our common stock upon conversion of the Series A Preferred Stock or exercise of the
August Warrants (as defined below), which, when aggregated with any shares of our common stock issued on or after the issuance
date and prior to such conversion date or exercise date, as applicable (i) in connection with any conversion of the Series A Preferred
Stock issued pursuant to that certain securities purchase agreement entered into on August 14, 2019 by and among us and the investors
thereto, or SPA, (ii) in connection with the exercise of any August Warrants issued pursuant to the SPA, and (iii) in connection
with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the securities
pursuant to the SPA, would exceed 4,459,725 shares of common stock, or 19.99% Cap. This prohibition will terminate upon the approval
by our stockholders of a release from such 19.99% Cap.


 


Mandatory
Conversion Rights


 


In
the event the closing price on The NASDAQ Capital Market is 100% greater than the then-base conversion price on each trading day
for any twenty trading days during a consecutive thirty trading day period, we may, within one trading day after the later of
stockholder approval to issue a number of shares of common stock in excess of the 19.99% Cap and the date that the conversion
shares registration statement filed by us with the Securities and Exchange Commission, or SEC, is declared effective, notify
each holder of Series A Preferred Stock that all or part of such holder’s Series A Preferred Stock, plus all liquidated
damages and other amounts due, were converted into shares of common stock. Any mandatory conversion will be made into the number
of shares of common stock determined on the same basis as the optional conversion rights above.


 


Conversion
Price Adjustments


 


The
conversion price of the Series A Preferred Stock is subject to certain customary adjustments, including upon certain subsequent
equity sales and rights offerings. The conversion price is also subject to downward adjustments if we issue shares of our common
stock or securities convertible into or exercisable for shares of common stock, other than specified excluded securities, at per
share prices less than the then-base conversion price. In this event, the conversion price shall be reduced to then-base conversion
price.


 




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The
conversion price is also subject to adjustment if we issue rights, options, or warrants to holders of common stock entitling them
to subscribe for or purchase shares of common stock at a price per share that is lower than the volume weighted average price
on the date for determination of stockholders entitled to receive such rights, option, or warrants. In this event, the conversion
price shall be multiplied by a fraction of which the denominator is the number of shares of common stock outstanding on the date
of issuance of such rights, options, or warrants plus the number of additional shares of common stock offered for subscription
or purchase, and the numerator shall be the number of shares of common stock outstanding on the date of issuance of such rights,
options, or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered would
purchase at such volume weighted average price.


 


If
we distribute to holders of common stock evidences of our indebtedness or assets, including cash and cash dividends, or rights
or warrants to subscribe for or purchase any security, subject to certain limitations, then the conversion price shall be adjusted
by multiplying the conversion price then in effect immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator shall be the volume weighted average price determined
as of the record date, and of which the numerator shall be the volume weighted average price on such record date less the then
fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed
applicable to one outstanding share of our common stock as determined by our board of directors in good faith.


 


In
the event of a Fundamental Transaction (as defined below) while the Series A Preferred Stock is outstanding, holders of Series
A Preferred Stock shall have the right to receive, for each share of common stock issuable upon conversion of the shares of our
Series A Preferred Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of common stock of the successor or acquiring corporation or of us, if we are the surviving
corporation, and any additional consideration receivable as a result of the Fundamental Transaction by a holder of the number
of shares of common stock for which the Series A Preferred Stock is convertible immediately prior to such Fundamental Transaction.
A “Fundamental Transaction” is defined as any time while the Series A Preferred Stock is outstanding (a) we, directly
or indirectly, in one or more related transactions shall effect any merger or consolidation of us with or into another person,
(b) we, directly or indirectly, effect any sale, lease, license, assignment, transfer, conveyance, or other disposition of all
or substantially all of our assets in one or a series of related transactions, (c) any, direct or indirect, purchase offer, tender
offer, or exchange offer (whether by us or another person) is completed pursuant to which holders of our common stock are permitted
to sell, tender, or exchange their shares for other securities, cash, or property and has been accepted by the holders of a majority
of the outstanding common stock, (d) we, directly or indirectly, in one or more related transactions effect any reclassification,
reorganization or recapitalization of our common stock or any compulsory share exchange, pursuant to which the common stock is
effectively converted into or exchanged for other securities, cash or property, or (e) we, directly or indirectly, in one or more
related transactions consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, or scheme of arrangement) with another person, whereby such other person acquires
more than 50% of the outstanding shares of common stock (not including any shares of common stock held by the other person or
other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase
agreement or other business combination).


 




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Voting
Rights and Protective Provisions


 


The
holders of Series A Preferred Stock have no voting rights. However, we cannot, without the affirmative vote of the holders of
a majority of the then-outstanding shares of Series A Preferred Stock:


 


	 	●	authorize
    or create any class of stock ranking as to dividends, redemption, or distribution of assets upon a liquidation senior to,
    or otherwise pari passu with, the Series A Preferred Stock;
	 	 	 
	 	●	amend
    our articles of incorporation, or other charter documents in any manner that materially and adversely affects any rights of
    the holders;
	 	 	 
	 	●	increase
    the number of authorized shares of Series A Preferred Stock; or
	 	 	 
	 	●	enter
    into any agreement with respect to any of the foregoing.


 


As
long as any shares of Series A Preferred Stock are outstanding, unless the holders of at least 75% in Stated Value of the then-outstanding
shares of Series A Preferred Stock have otherwise given prior written consent, we cannot, directly or indirectly:


 


	 	●	other
    than permitted indebtedness, as long as 25% of the then-outstanding shares of Series A Preferred Stock issued pursuant to
    the SPA are then outstanding, enter into, create, incur, assume, guarantee, or suffer to exist any indebtedness for borrowed
    money of any kind that is or may be senior to the Series A Preferred Stock in dividend rights or liquidation preference, including,
    but not limited to, a guarantee, on or with respect to any of our property or assets now owned or hereafter acquired or any
    interest therein of any income or profits therefrom;
	 	 	 
	 	●	other
    than permitted liens, enter into, create, incur, assume, or suffer to exist any liens of any kind, on or with respect to any
    of our property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;
	 	 	 
	 	●	amend
    our charter documents, including, without limitation, our articles of incorporation and bylaws, in any manner that materially
    and adversely affects any rights of the holder;
	 	 	 
	 	●	repay,
    repurchase, or offer to repay, repurchase, or otherwise acquire more than a de minimis number of shares of our common stock,
    common stock equivalents or junior securities, other than as to (a) the conversion shares or warrant shares as permitted under
    the transaction documents and (b) repurchases of common stock or common stock equivalents of departing officers and directors,
    provided that such repurchases shall not exceed an aggregate of $100,000.00 for all officers and directors for so long as
    the Series A Preferred Stock is outstanding;
	 	 	 
	 	●	pay
    cash dividends or distributions on junior securities;
	 	 	 
	 	●	enter
    into any transaction with any affiliate of us that would be required to be disclosed in any public filing with the SEC, unless
    such transaction is made on an arm’s length basis and expressly approved by a majority of the disinterested directors
    of us (even if less than a quorum otherwise required for board approval); or
	 	 	 
	 	●	enter
    into any agreement with respect to the foregoing. 


 




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Reservation
of Shares


 


We
initially were required to reserve 3,245,162 shares of common stock for issuance upon conversion of shares of Series A Preferred
Stock and are required to maintain a sufficient number of reserved shares of common stock to allow for the conversion of all shares
of Series A Preferred Stock.


 


Undesignated
Preferred Stock


 


The
ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting
or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have
the effect of deferring hostile takeovers or delaying changes in control or management of us.


 


Anti-Takeover
Effects of Nevada Law and Our Articles of Incorporation and Bylaws


 


Some
provisions of Nevada law, our articles of incorporation, and our bylaws contain provisions that could make the following transactions
more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise;
or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish
or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including
transactions that provide for payment of a premium over the market price for our shares.


 


These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions
are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe
that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these
proposals could result in an improvement of their terms.





 




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Undesignated
Preferred Stock. The ability of our board of directors, without action by the stockholders, to issue up to 15,000,000 shares
of preferred stock, which was previously authorized but remain undesignated, other than the Series A Preferred Stock, with voting
or other rights or preferences as designated by our board of directors could impede the success of any attempt to change control
of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management
of us.


 


Stockholder
Meetings. Our bylaws provide that a special meeting of stockholders may be called only by our president, by all of
the directors provided that there are no more than three directors, or if more than three, by any three directors, or by the holder
of a majority of our capital stock.


 


Stockholder
Action by Written Consent. Our bylaws allow for any action that may be taken at any annual or special meeting of the stockholders
to be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed
by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were present and voted.


 


Stockholders
Not Entitled to Cumulative Voting. Our bylaws do not permit stockholders to cumulate their votes in the election of directors.
Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors
can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock
may be entitled to elect.


 


Nevada
Business Combination Statutes. The “business combination” provisions of Sections 78.411 to 78.444, inclusive,
of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders from engaging in
various “combination” transactions with any interested stockholder for a period of two years after the date of the
transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors
prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors and
thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the
outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:


 


	 	●	the
    combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction
    by which the person first became an interested stockholder was approved by the board of directors before the person became
    an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders;
    or
	 	 	 
	 	●	if
    the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per
    share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination
    or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of
    common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever
    is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.


 




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A
“combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge,
transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having:
(a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate
market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of
the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate
or associate of an interested stockholder.


 


In
general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two
years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover
or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer
our stockholders the opportunity to sell their stock at a price above the prevailing market price.


 


Nevada
Control Share Acquisition Statutes. The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of
the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at
least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control
share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock
after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s
disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less
than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above
thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and
such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also
provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all
voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled
to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’
rights.


 


A
corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in
its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date
an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have
not opted out of the control share statutes, and will be subject to these statutes if we are an “issuing corporation”
as defined in such statutes.


 


The
effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or
special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of us.


 




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Amendment
of Charter Provisions. The amendment of any of the above provisions would require approval by holders of at least a majority
of the total voting power of all of our outstanding voting stock.


 


The
provisions of Nevada law, our articles of incorporation, and our bylaws could have the effect of discouraging others from attempting
hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock
that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes
in the composition of our board of directors and management. It is possible that these provisions could make it more difficult
to accomplish transactions that stockholders may otherwise deem to be in their best interests.


 


Outstanding
Warrants


 


Common Stock Purchase Warrants


 


Exercisability.
The warrants are exercisable immediately upon issuance and at any time for the five-year period from the date of issuance. The
warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below).


 


Cashless Exercise.
In the event that a registration statement covering shares of our common stock underlying the warrants is not available for the
resale of such shares of our common stock underlying the warrants, the holder may, in its sole discretion, exercise the warrant
in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment
of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of our common stock determined
according to the formula set forth in the warrant. In no event will we be required to make any cash payments or net cash settlement
to the registered holder in lieu of issuing shares of our common stock underlying the warrants.


 


Exercise Price.
The initial exercise price per-whole share of our common stock purchasable upon exercise of the warrants is $3.443, or 110% of
the effective offering price. The exercise price is subject to appropriate adjustment in the event of certain stock dividends
and distributions, stock splits stock combinations, reclassifications, or similar events affecting our common stock and also upon
any distribution of assets, including cash, stock, or other property to our stockholders.


 


Transferability.
Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants together
with the appropriate instruments of transfer.


 


Exchange Listing.
The warrants are listed on The NASDAQ Capital Market under the symbol “VERBW.” Trading commenced at the open of the
market on April 5, 2019. We cannot provide assurances that a trading market for the warrants will develop or be maintained.


 


Fundamental Transaction.
If, at any time while the warrants are outstanding, (a) we consolidate or merge with or into another corporation and we are not
the surviving corporation, (b) we sell, lease, license, assign, transfer, convey, or otherwise dispose of all or substantially
all of our assets, (c) any purchase offer, tender offer, or exchange offer (whether by us or another individual or entity) is
completed pursuant to which holders of shares of our common stock are permitted to sell, tender, or exchange their shares of our
common stock for our other securities, cash, or property and has been accepted by the holders of 50% or more of the outstanding
shares of our common stock, (d) we effect any reclassification or recapitalization of shares of our common stock or any compulsory
share exchange pursuant to which the shares of our common stock are converted into or exchanged for other securities, cash, or
property, or (e) we consummate a stock or share purchase agreement or other business combination with another person or entity
whereby such other person or entity acquires more than 50% of the outstanding shares of our common stock, each, a “Common
Stock Purchase Warrant Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof
will have the right to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive
upon the occurrence of such Common Stock Purchase Warrant Fundamental Transaction if it had been immediately prior to such Common
Stock Purchase Warrant Fundamental Transaction, the holder of the number of warrant shares then issuable upon exercise of the
warrant, and any additional consideration payable as part of the Common Stock Purchase Warrant Fundamental Transaction.


 


Rights as a Stockholder.
Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the
holder of the warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until
the holder exercises the warrant.




 


August
2019 Warrants


 


On
August 14, 2019, we entered into the SPA with certain purchasers named therein, or the Preferred Purchasers, pursuant to which
we agreed to issue and sell to the Preferred Purchasers, in addition to shares of our Series A Preferred Stock, warrants, which
we refer to as the August Warrants, to purchase up to approximately 3.87 million shares of our common stock. We closed the offering
on August 14, 2019 and issued 5,030 shares of Series A Preferred Stock and granted the August Warrants exercisable for up to 3,245,162
shares of common stock in connection therewith. We received gross proceeds equal to $5,030,000.


 


Exercisability.
The warrants are exercisable from and after six months after the date of issuance and at any time for the five-year period from
the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us
a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such
exercise (except in the case of a cashless exercise as discussed below).


 


Cashless
Exercise. In the event that a registration statement covering shares of our common stock underlying the warrants is not available
for the resale of such shares of our common stock underlying the warrants, the holder may, in its sole discretion, exercise the
warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise
in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of our common
stock determined according to the formula set forth in the warrant. In no event will we be required to make any cash payments
or net cash settlement to the registered holder in lieu of issuing shares of our common stock underlying the warrants.


 


Exercise
Price. The initial exercise price per-whole share of our common stock purchasable upon exercise of the warrants was $1.88.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications, or similar events affecting our common stock and also upon any distribution of assets,
including cash, stock, or other property to our stockholders. If we or any subsidiary, at any time while the August Warrants
are outstanding, sell or grant any option to purchase, or sell or grant any right to reprice or otherwise dispose of or issue
any common stock or common stock equivalents at an effective price less than the exercise price then in effect, then the exercise
price shall be reduced to the lower exercise price then in effect, subject to adjustment for reverse and forward stock splits,
recapitalizations, and similar transactions and subject to certain exceptions. If we, at any time while the August Warrants are
outstanding, issue rights, options, or warrants to all holders of common stock entitling them to subscribe for or purchase shares
of common stock at a price per share less than the volume weighted average price on the record date mentioned below, then the
exercise price shall be multiplied by a fraction, of which the denominator shall be the number of shares of common stock outstanding
on the date of issuance of such rights, options, or warrants plus the number of additional shares of common stock offered for
subscription or purchase, and of which the numerator shall be the number of shares of common stock outstanding on the date of
issuance of such rights, options, or warrants plus the number of shares that the aggregate offering price of the total number
of shares so offered (assuming receipt by us in full of all consideration payable upon exercise of such rights, options or warrants)
would purchase at such volume weighted average price. Such adjustment shall be made whenever such rights, options, or warrants
are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive
such rights, options, or warrants.


 




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Transferability.
Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants together
with the appropriate instruments of transfer.


 


Exchange
Listing. Our August Warrants are not listed on any securities exchange or other trading system and we do not intend to apply for
listing on any securities exchange or other trading system.


 


Fundamental
Transaction. If, at any time while the warrants are outstanding, (a) we consolidate or merge with or into another corporation
and we are not the surviving corporation, (b) we sell, lease, license, assign, transfer, convey, or otherwise dispose of all or
substantially all of our assets, (c) any purchase offer, tender offer, or exchange offer (whether by us or another individual
or entity) is completed pursuant to which holders of shares of our common stock are permitted to sell, tender, or exchange their
shares of our common stock for our other securities, cash, or property and has been accepted by the holders of 50% or more of
the outstanding shares of our common stock, (d) we effect any reclassification or recapitalization of shares of our common stock
or any compulsory share exchange pursuant to which the shares of our common stock are converted into or exchanged for other securities,
cash, or property, or (e) we consummate a stock or share purchase agreement or other business combination with another person
or entity whereby such other person or entity acquires more than 50% of the outstanding shares of our common stock, each, an “August
Warrant Fundamental Transaction,” then upon any subsequent exercise of the warrants, the holders thereof will have the right
to receive the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence
of such August Warrant Fundamental Transaction if it had been immediately prior to such August Warrant Fundamental Transaction,
the holder of the number of warrant shares then issuable upon exercise of the warrant, and any additional consideration payable
as part of the August Warrant Fundamental Transaction.


 


Rights
as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of
our common stock, the holder of the warrant does not have the rights or privileges of a holder of our common stock, including
any voting rights, until the holder exercises the warrant.


 


February
2020 Warrants


 


In connection with our
private placement of common stock in February 2020, the Preferred Purchasers who, as of February 7, 2020, continued to
own shares of our Series A Preferred Stock (a) waived their respective rights, or the February 2020 Waiver, to participate in
our private placement, and (b) declined to accept the price protection rights to which they otherwise were entitled as
holders of shares of our Series A Preferred Stock. In connection with the February 2020 Waiver, we granted to each of our Preferred
Purchasers who continued to own shares of our Series A Preferred Stock as of February 7, 2020 a five-year common stock purchase
warrant, or February 2020 Warrants, the terms of which are substantially similar to the terms of our August Warrants, with the
sole material differences being the grant date and the $1.55 per-share exercise price. The initial per-share exercise price of
our August Warrants was $1.88 and, by virtue of our private placement, the per-share exercise price was modified
to $1.20. Our February 2020 Warrants are not listed on any securities exchange or other trading system and we do not intend
to apply for listing on any securities exchange or other trading system.


 




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As
of May 5, 2020, we had 13,651,051 shares of our common stock underlying outstanding warrants, having a weighted-average exercise
price of approximately $2.72 per share.


 


Outstanding
Options and Awards


 


As
of May 5, 2020, we had 4,532,608 shares of our common stock underlying outstanding stock options, having a weighted-average
exercise price of approximately $1.72 per share, and 2,341,305 restricted stock awards having a weighted-average grant date fair
value of 1.40 issued under our 2019 Omnibus Incentive Plan, respectively.


 


Choice
of Forum


 


Our
bylaws provide that, unless we consent in writing to the selection of an alternative forum, the courts in the State of Nevada
shall be the exclusive forum for any litigation relating to our internal affairs, including, without limitation: (a) any derivative
action brought on behalf of us, (b) any action asserting a claim for breach of fiduciary duty to us or our stockholders by any
current or former officer, director, employee, or agent of us, or (c) any action against us or any current or former officer,
director, employee, or agent of us arising pursuant to any provision of the NRS, the articles of incorporation, or the bylaws.


 


Transfer
Agent and Registrar 


 


Our
transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598. Its telephone
number is 855-9VSTOCK.


 


Listing


 


Shares
of our common stock are being traded on The NASDAQ Capital Market under the symbol “VERB.” Our common stock purchase
warrants are being traded on The NASDAQ Capital Market under the symbol “VERBW.”


 




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