NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCIAL ARRANGEMENT SECURED BY SUCH SECURITIES.


 


AMENDMENT
TO SHORT-TERM DEMAND PROMISSORY NOTE


 


This
Amendment to Short-Term Promissory Note issued on April 2, 2019 (the “Amendment”) is entered into by and between
Verb Technology Company, Inc., a Nevada corporation (the “Borrower”), and Amin Somani, an individual (the “Lender”),
effective as of July 10, 2019 (the “Effective Date”).


 


WHEREAS,
the Borrower previously issued to the Lender that certain Short-Term Promissory Note, dated April 2, 2019, in the original
principal amount of $157,500 (the “Existing Note”);


 


WHEREAS,
the Borrower and the Lender desire to amend the terms of the Existing Note as set forth herein; and


 


WHEREAS,
Paragraph 5 of the Existing Note provides that any modification requires the written consent of the Lender.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower and the Lender, intending to be legally bound, agree as follows:


 


		1.	Amendments
                                         to Existing Note. Paragraph 1 of the Existing Note is hereby deleted in its entirety
                                         and replaced with the following:



 


“Mandatory
Conversion.


 


		(a)	On
                                         July 10, 2019 (the “Mandatory Conversion Date”), (i) the aggregate
                                         outstanding principal amount of One Hundred Fifty-Seven Thousand Five Hundred Dollars
                                         ($157,500), and (ii) the accrued and unpaid interest as of the Mandatory Conversion Date,
                                         or Two Thousand One Hundred Thirty-Five and 96/100ths Dollars ($2,135.96), shall automatically
                                         convert into (1) 81,178 shares (the “Conversion Shares”) of the Borrower’s
                                         common stock, $0.0001 par value per share (the “Common Stock”), and
                                         (2) a warrant to purchase up to 81,178 shares of Common Stock (the “Conversion
                                         Warrant”), at an exercise price of $3.44 per share. The Conversion Warrant
                                         shall be subject to the terms and conditions set forth in the form of Conversion Warrant
                                         attached hereto as Exhibit A. The Borrower shall issue the Conversion Shares and
                                         grant the Conversion Warrant to the Lender, and/or his designees, as soon as reasonably
                                         practicable after execution of this Amendment by the parties.



 






    	 



    	 



    

 


		(b)	The
                                         Conversion Shares may not be sold or transferred unless (i) such shares are sold pursuant
                                         to an effective registration statement under the Securities Act, (ii) the Borrower or
                                         its transfer agent shall have been furnished with an opinion of counsel (which opinion
                                         shall be in form, substance, and scope customary for opinions of counsel in comparable
                                         transactions) to the effect that the shares to be sold or transferred may be sold or
                                         transferred pursuant to an exemption from such registration, (iii) such shares are sold
                                         or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule
                                         144”), or (iv) such shares are transferred to an “affiliate” (as
                                         defined in Rule 144) of the Borrower, who agrees to sell or otherwise transfer the shares
                                         only in accordance with this Paragraph 1(b) and who is an accredited investor. Until
                                         such time as the Conversion Shares have been registered under the Securities Act or otherwise
                                         may be sold pursuant to Rule 144 without any restriction as to the number of securities
                                         as of a particular date that can then be immediately sold, each certificate for Conversion
                                         Shares that has not been so included in an effective registration statement or that has
                                         not been sold pursuant to an effective registration statement or an exemption that permits
                                         removal of the legend, shall bear a legend substantially in the following form, as appropriate:



 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE LENDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Borrower shall issue to the Lender a new certificate therefor free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance, and scope customary
for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Conversion Shares may
be made without registration under the Securities Act, which opinion shall be reasonably accepted by the Borrower so that the
sale or transfer is effected or (ii) in the case of the Conversion Shares, such shares being registered for sale by the Lender
under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without
any restriction as to the number of securities as of a particular date that can then be immediately sold.”


 






    	 



    	 



    

 


		2.	Satisfied
                                         in Full. Following the issuance of the Conversion Shares and the grant of the Conversion
                                         Warrant, the Existing Note shall be deemed to have been satisfied in full.



 


		3.	No
                                         Other Changes. Except as specifically amended by this Amendment, all other terms
                                         of the Existing Note shall remain unchanged and in full force and effect.



 


		4.	Counterparts.
                                         This Amendment may be executed in any number of counterparts, each of which shall be
                                         deemed an original but all of which taken together shall constitute one and the same
                                         instrument.



 


IN
WITNESS WHEREOF, the Borrower and the Lender have executed this Amendment as of the Effective Date.


 


	“Borrower”	 
	 	 
	Verb Technology Company, Inc.	 
	 	 	 
	By:	/s/
    Jeffrey R. Clayborne	 
	 	 Jeffrey
    R. Clayborne, CFO	 
	 	 	 
	“Lender”	 
	 	 	 
	 	/s/
    Amin Somani	 
	 	Amin
    Somani	 


 




    	 



    	 



    

 


EXHIBIT
A


Form
of Conversion Warrant


See
attached.