Bbooth, Inc. Sample Contracts

Verb Technology Company, Inc. – COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC. (February 19th, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or [his][her][its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)

Verb Technology Company, Inc. – COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC. (February 19th, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)

Verb Technology Company, Inc. – COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC. (February 19th, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing one year after the Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)

Verb Technology Company, Inc. – 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE DUE August 1, 2019 (February 7th, 2019)

This 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTES of Verb Technology Company, Inc., a Nevada corporation formerly known as nFüsz, Inc. (the “Company”), having its principal place of business at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036, designated as its 5% Original Issue Discount Convertible Promissory Note due August 1, 2019 (this Note, the “Note,” and, collectively with the other Notes of such series, the “Notes”).

Verb Technology Company, Inc. – CONVERTIBLE PROMISSORY NOTE DUE April 29, 2019 (February 7th, 2019)

This CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued obligation of nFüsz, Inc., a Nevada corporation (the “Company”), having its principal place of business at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036, designated as its 5% Convertible Promissory Note due April 29, 2019 (the “Note”).

Verb Technology Company, Inc. – CONVERTIBLE PROMISSORY NOTE DUE April 29, 2019 (February 7th, 2019)

This CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued obligation of nFüsz, Inc., a Nevada corporation (the “Company”), having its principal place of business at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036, designated as its 5% Convertible Promissory Note due April 29, 2019 (the “Note”).

Verb Technology Company, Inc. – COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC. (February 7th, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, A.G.P./Alliance Global Partners or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Minnesota corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)

Verb Technology Company, Inc. – COMMON STOCK PURCHASE WARRANT VERB TECHNOLOGY COMPANY, INC. (February 7th, 2019)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________ or [his][her][its] assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the Expiration Date (as defined in Section 2(a)(ii), below) but not thereafter, to subscribe for and purchase from VERB TECHNOLOGY COMPANY, INC., a Minnesota corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(a)(i), below.)

Verb Technology Company, Inc. – SECURITIES PURCHASE AGREEMENT (February 7th, 2019)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2019, between Verb Technology Company, Inc., a Nevada corporation formerly known as nFüsz, Inc. (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

nFusz, Inc. – November 8, 2018 Sound Concepts, Inc. (the “Company”) McKinley Oswald as a Shareholder of the Company and as the Shareholders’ Representative Jason Matheny as a Shareholder of the Company Colby Allen as a Shareholder of the Company JJ Oswald as a Shareholder of the Company (November 14th, 2018)
nFusz, Inc. – Agreement and Plan of Merger among nFüsz, Inc., as the Parent NF Merger Sub, Inc., as Merger Sub No. 1, NF Acquisition Company, LLC, as Merger Sub No. 2, Sound Concepts, Inc., as the Company, the Shareholders of Sound Concepts, Inc., and the Shareholders’ Representative (November 14th, 2018)
nFusz, Inc. – SECURITIES PURCHASE AGREEMENT (October 25th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2018, between nFüsz, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

nFusz, Inc. – 10% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE DUE April 19, 2019 (October 25th, 2018)

This 10% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTES of nFüsz, Inc., a Nevada corporation (the “Company”), having its principal place of business at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036, designated as its 10% Convertible Promissory Note due April 19, 2019 (this Note, the “Note,” and, collectively with the other Notes of such series, the “Notes”).

nFusz, Inc. – SECURITIES PURCHASE AGREEMENT (January 26th, 2018)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2018, by and between NFÜSZ, INC., a Nevada corporation, with headquarters located at 344 S. Hauser Blvd., Suite 414, Los Angeles, CA 90036 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).

nFusz, Inc. – 8% CONVERTIBLE NOTE (January 26th, 2018)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

nFusz, Inc. – COMMON STOCK PURCHASE WARRANT NFÜSZ, INC. (January 26th, 2018)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $75,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from nFüsz, Inc., a Nevada corporation (the “Company”), up to 500,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 10, 2018, by and among the Company and the Holder

nFusz, Inc. – SECURITIES PURCHASE AGREEMENT (January 26th, 2018)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2018, is entered into by and between NFUSZ, INC., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).

nFusz, Inc. – CONVERTIBLE PROMISSORY NOTE (January 26th, 2018)

This Note carries an original issue discount of $2,250.00 (the “OID”), to cover the Holder’s accounting fees, as well as monitoring and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $72,750.00, computed as follows: the Principal Amount minus the OID.

nFusz, Inc. – COMMON STOCK PURCHASE WARRANT NFUSZ, INC. (January 26th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EMA Financial, LLC, a Delaware limited liability company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NFUSZ, INC., a Nevada corporation (the “Company”), up to 500,000 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agr

nFusz, Inc. – EQUITY PURCHASE AGREEMENT (October 27th, 2017)

This equity purchase agreement is entered into as of September 15, 2017 (this “Agreement”), by and between nFüsz, Inc., a Nevada corporation (the “Company”), and Kodiak Capital Group, LLC, a Delaware limited liability company (the “Investor”).

nFusz, Inc. – nFÜSZ, Inc. AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (October 13th, 2017)

This Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of October 12, 2017, by and between nFÜSZ, Inc., a Nevada corporation (the “Company”), and Kodiak Capital Group, LLC (the “Kodiak”).

nFusz, Inc. – We have acted as legal counsel to nFüsz, Inc., a Nevada corporation (the “Company”), in connection with the filing with the U.S. Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of up to 25,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), of which all 25,000,000 Shares are issuable to Kodiak Capital Group, LLC (“Kodiak”) pursuant to the terms and conditions of an Equi (October 13th, 2017)

This opinion is based entirely on our review of the documents listed in the preceding paragraph, and we have made no other documentary review or investigation of any kind whatsoever for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

nFusz, Inc. – PROMISSORY NOTE (October 2nd, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

nFusz, Inc. – REGISTRATION RIGHTS AGREEMENT (October 2nd, 2017)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2017, by and between nFÜSZ, INC., a Nevada corporation (the “Company”), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

nFusz, Inc. – Contract (October 2nd, 2017)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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 HOLDER), 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.

nFusz, Inc. – EQUITY PURCHASE AGREEMENT (October 2nd, 2017)

This equity purchase agreement is entered into as of September 15, 2017 (this “Agreement”), by and between nFüsz, Inc., a Nevada corporation (the “Company”), and Kodiak Capital Group, LLC, a Delaware limited liability company (the “Investor”).

nFusz, Inc. – COMMON STOCK PURCHASE WARRANT nFÜSZ, INC. (October 2nd, 2017)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below) of even date), Kodiak Capital Group, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from nFüsz, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Borrower to the Holder as of the date hereof as a commitment fee, pursuant to that certain $2,000,000.00 equity purchase agreement of even date (the “Purchase Agreement”).

nFusz, Inc. – COMMON STOCK PURCHASE WARRANT nFÜSZ, INC. (October 2nd, 2017)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below) of even date), Kodiak Capital Group, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from nFüsz, Inc., a Nevada corporation (the “Company”), up to 4,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Borrower to the Holder as of the date hereof as a commitment fee, pursuant to that certain $2,000,000.00 equity purchase agreement of even date (the “Purchase Agreement”). The number of Warr

nFusz, Inc. – PROMISSORY NOTE (October 2nd, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

nFusz, Inc. – COMMON STOCK PURCHASE WARRANT nFÜSZ, INC. (October 2nd, 2017)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below) of even date), Kodiak Capital Group, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from nFüsz, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Borrower to the Holder as of the date hereof as a commitment fee, pursuant to that certain $2,000,000.00 equity purchase agreement of even date (the “Purchase Agreement”).

Bbooth, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF BBOOTH, INC. (February 21st, 2017)

I, Rory J. Cutaia, hereby certify that I am the Chief Executive Officer of bBooth, Inc. (the “Company”), a corporation organized and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify:

Bbooth, Inc. – SECURITIES PURCHASE AGREEMENT (February 21st, 2017)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2017, between bBooth, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser”).

Bbooth, Inc. – Contract (January 9th, 2017)

NONE OF THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN SECURITIES LAWS. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

Bbooth, Inc. – WARRANT CERTIFICATE bbooth, inc. (January 9th, 2017)

This is to certify that, for value received, OCEANSIDE STRATEGIES INC. of 10 Market Street, #688, Camana Bay, Cayman Islands KY1-9006 and at info@oceansidestrategies.com, (the “Holder”), is the registered holder of TWO MILLION FOUR HUNDRED TWENTY NINE THOUSAND FIVE HUNDRED THIRTY (2,429,530) share purchase warrants (each, a “Warrant”) of bBOOTH, INC. (the “Company”). Each Warrant will entitle the Holder, upon and subject to the terms and conditions attached to this certificate or any replacement certificate (in either case the “Warrant Certificate”) as Appendix “A” (the “Terms and Conditions”), to acquire from the Company one fully paid and non-assessable share of common stock in the capital of the Company (each, a “Warrant Share”) at a price of $0.08 per Share at any time prior to 5:00 p.m. (Pacific time) on December 29, 2019 (the “Time of Expiry”).

Bbooth, Inc. – AMENDMENT TO 12% UNSECURED CONVERTIBLE NOTE (January 9th, 2017)

This Amendment To 12% Unsecured Convertible Note is entered into as of December 30, 2016 (the “Effective Date”), by and between bBooth, Inc., located at 346 S Hauser Blvd, Unit 210, Los Angeles, California, 90036 (the “Company”), and Oceanside Strategies, Inc. of 10 Market Street, #688, Camana Bay, Cayman Islands KY1-9006 (the “Holder”), referred to hereinafter collectively as the “Parties.”