Mobiquity Technologies, Inc.

Mobiquity Technologies, Inc. – Consulting Agreement (December 11th, 2018)

This CONSULTING AGREEMENT (the "Agreement") is made effective as of December [__], 2018 (the "Effective Date") by and between Mobiquity Technologies, Inc., a New York corporation (the "Company") and [__] (the "Consultant").

Mobiquity Technologies, Inc. – Advangelists, Llc First Amendment to Agreement and Plan of Merger (December 11th, 2018)

This First Amendment to Agreement and Plan of Merger (this "Amendment") is made as of December 6, 2018, by and among Advangelists, LLC (the "Company"), Mobiquity Technologies, Inc. ("Mobiquity"), Glen Eagles Acquisition LP (together with Mobiquity, the "Parent"), AVNG Acquisition Sub, LLC (the "Merger Sub"), and Deepankar Katyal, as Member Representative. The Parent, Merger Sub, and the Company are parties to the Agreement and Plan of Merger dated as of November 20, 2018 (the "Agreement"). Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

Mobiquity Technologies, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This Agreement and Plan of Merger (this "Agreement"), dated as of November 20th, 2018 is entered into by and among MOBIQUITY TECHNOLOGIES, INC., a New York corporation ("Mobiquity"), GLEN EAGLES ACQUISITION LP, a Delaware limited partnership ("GEAL"), AVNG ACQUISITION SUB, LLC, a Delaware limited liability company ("Merger Sub"), ADVANGELISTS, LLC, a Delaware limited liability company ("Company"), and DEEPANKAR KATYAL solely in his capacity as Member Representative ("Member Representative"). Mobiquity and GEAL are sometimes collectively or each individually referred to as "Parent" as the context requires.

Mobiquity Technologies, Inc. – Contract (December 11th, 2018)

Mobiquity Technologies, Inc. – Agreement (September 6th, 2018)

Mobiquity Technologies, Inc. – Purchase and Asset Sale Agreement (October 18th, 2017)

THIS PURCHASE AND ASSET SALE AGREEMENT is made and entered into as of October 1, 2017 (the "Effective Date") by and between MOBIQUITY TECHNOLOGY, INC. ("Seller"), the sole owner of ACE MARKETING & PROMOTIONS, INC. ("Company"'), and AceOK, LLC, an Oklahoma Limited Liability company ("Purchaser").

Mobiquity Technologies, Inc. – Separation Agreement and General Release (April 14th, 2017)

SEPARATION AGREEMENT AND RELEASE dated April 9th, 2017 (the "Agreement") by and among MOBIQUITY TECHNOLOGIES, INC. f/k/a Ace Marketing and Promotions, Inc., a New York Corporation ("Mobiquity"), MOBIQUITY NETWORKS INC., a New York Corporation ("MNI"), ACE MARKETING & PROMOTIONS, INC. ("Ace"), and MICHAEL TREPETA ("Trepeta"). Mobiquity, MNI and Ace are collectively referred to as "MOBQ."

Mobiquity Technologies, Inc. – CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF MOBIQUITY TECHNOLOGIES, INC. Under Section 805 of the Business Corporation Law (March 1st, 2017)

Mobiquity Technologies, Inc. – 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE August 27, 2017 (March 1st, 2017)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Promissory Notes of Mobiquity Technologies, Inc., a New York corporation, (the "Company"), having its principal place of business at 600 Old Country Road, Ste. 541, Garden City, NY 11530, designated as its 10% Senior Secured Convertible Promissory Note due August 27, 2017 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Mobiquity Technologies, Inc. – Representative's Warrant Mobiquity Technologies, Inc. (April 30th, 2015)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] or 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 date that is 180 days from the effective date of the Registration Statement (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the "Termination Date") but not thereafter, to subscribe for and purchase from Mobiquity Technologies, Inc., a New York corporation (the "Company"), up to [4% of shares sold in offering] 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(b).

Mobiquity Technologies, Inc. – Contract (April 30th, 2015)

Warrants AwardType [Axis] Series One Convertible Preferred Stock [Member] StatementClassOfStock [Axis] Employee Stock Option DeferredCompensationArrangementWithIndividualShareBasedPaymentsByTypeOfDeferredCompensation [Axis] Options Warrants Granted Ace Marketing and Promotions, Inc. Business Segments [Axis] Mobiquity Networks Inc Restricted Stock Grants Stock Option Plan Class D Warrants Class E Warrants Class F Warrants Class G Warrants Class H Warrants Class AA Warrants Class BB Warrants Unclassified Warrants Mobiquity Networks Inc. Common Stock

Mobiquity Technologies, Inc. – SNW JB Properties July 8, 2014 P.O. Box 1130 Borger, TX 79008-1130 (December 24th, 2014)

This is to confirm that we are entering into a Second Amendment to a Master Lease with Simon Property Group LP. Pursuant to the Second Amendment, Simon is requiring us to post a one-year letter of credit or letters of credit totaling $2,700,000. It is anticipated that you will post a letter of credit for $1,350,000 and that Thomas Arnost has agreed to post an additional letter of credit for $1,350,000. The Board of Directors has approved and you have agreed to post a $1,350,000 letter of credit and in consideration the Board has approved the following compensation to be paid to you and to Mr. Arnost:

Mobiquity Technologies, Inc. – Thomas Arnost 5226 Shoshone Ave. Encino, CA 91316 (December 24th, 2014)

This is to confirm that we are entering into a Second Amendment to a Master Lease with Simon Property Group LP. Pursuant to the Second Amendment, Simon is requiring us to post a one-year letter of credit or letters of credit totaling $2,700,000. It is anticipated that you will post a letter of credit for $1,350,000 and that SNW JB Properties ("SNW") has agreed to post an additional letter of credit for $1,350,000. The Board of Directors has approved and you have agreed to post a $1,350,000 letter of credit and in consideration the Board has approved the following compensation to be paid to you and to SNW:

Mobiquity Technologies, Inc. – Amendment to By-Laws (December 24th, 2014)

Mobiquity Technologies, Inc. – Agreement (December 24th, 2014)

WHEREAS, Assignor is the present legal and equitable owner and holder of that certain Convertible Promissory Note dated effective as of May 31, 2012, but with an effective date of June 12, 2012, executed by Borrower, and made payable to the order of Assignor, in the original principal amount of $350,000.00 (such promissory note, together with any modifications, extensions, renewals, or other amendments thereof hereinafter referred to collectively as the "Note"); and

Mobiquity Technologies, Inc. – December 15, 2014 (December 24th, 2014)

On December 4, 2014, we entered into an agreement with the Carl and Mary Ann Berg 2011 CRT, Carl Berg, Trustee (the "Trust"), and Clyde J Berg 2011 CRT Carl Berg, Trustee (the "Trust"), to provide $2.5 million two-year loans to Mobiquity Technologies. Our letter agreement provided that either Trust has the right to sell, assign or transfer its rights to Clyde J. Berg, Carl E. Berg and/or Kara Ann Berg and any entity controlled by any of the aforementioned individuals and any combination of the aforementioned persons and entities (collectively the "Permitted Transferees").

Mobiquity Technologies, Inc. – Employment Agreement (December 24th, 2014)

EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 19, 2014, by and between MOBIQUITY NETWORKS, INC., a New York corporation (the "Company") having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 and Sean Trepeta ("Trepeta") having an address at 600 Old Country Road, suite 541, Garden City, NY 11530.

Mobiquity Technologies, Inc. – Thomas Arnost (December 24th, 2014)

Mobiquity Technologies, Inc. – Employment Agreement (December 24th, 2014)

EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 19, 2014, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the "Company") having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 and Paul Bauersfeld ("Bauersfeld") having an address at 90 Fox Meadow Road, Scarsdale, NY 10583.

Mobiquity Technologies, Inc. – Employment Agreement (December 19th, 2014)

EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 02, 2014, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the "Company") and Thomas Arnost ("Arnost") each having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530.

Mobiquity Technologies, Inc. – Morse & Morse, PLLC 1400 Old Country Rd., Suite 302 Westbury, NY 11590 Tel: 516-476-7355 (April 23rd, 2014)

Mobiquity Technologies, Inc. – Contract (April 14th, 2014)

Mobiquity Technologies, Inc. – Law Offices Morse & Morse, PLLC Attorneys at Law 1400 Old Country Road, Suite 302 Westbury, New York 11590 Tel: (516) 487-1446 Fax: (516) 487-1452 Email: morgold@aol.com (April 14th, 2014)

Mobiquity Technologies, Inc. – Common Stock Purchase Agreement (April 1st, 2014)

COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of March 31, 2014, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the "Buyer"). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

Mobiquity Technologies, Inc. – Mobiquity Technologies Enters Into a $15 Million Common Stock Purchase Agreement With Aspire Capital Fund, LLC (April 1st, 2014)

NEW YORK--(BUSINESS WIRE)--Mobiquity Technologies, Inc. (OTCQB: MOBQ), the nation's largest location-based Bluetooth mobile advertising network in shopping malls, today announced that on March 31, 2014 it has entered into a $15 Million common stock purchase agreement (the Purchase Agreement) with Aspire Capital Fund, LLC. Under terms of the agreement, Aspire has made an initial purchase of $500,000 of Mobiquity common stock at a price of $0.50 per share. In addition, after the SEC declares the registration statement related to the transaction effective, Aspire has committed to purchase up to an additional $14.5 million of Mobiquity's common stock over the next two years at prices based on prevailing market prices over a period preceding each sale.

Mobiquity Technologies, Inc. – Registration Rights Agreement (April 1st, 2014)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 31, 2014, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock 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").

Mobiquity Technologies, Inc. – March 25 2014 TCA Global Credit Master Fund, LP 1404 Rodman Street Hollywood, Florida 33020 (April 1st, 2014)

Re:Committed Equity Facility Agreement and Registration Rights Agreement dated as of May 31, 2012 of Mobiquity Technologies, Inc., formerly Ace Marketing & Promotions, Inc.

Mobiquity Technologies, Inc. – Amendment to Employment Agreement (June 6th, 2013)

AGREEMENT made as of May 28, 2013 by and between Ace Marketing & Promotions, Inc., a New York corporation, having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 (the "Company") and Michael D. Trepeta, also having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 ("Trepeta").

Mobiquity Technologies, Inc. – Amendment to Employment Agreement (June 6th, 2013)

AGREEMENT made as of May 28, 2013 by and between Ace Marketing & Promotions, Inc., a New York corporation, having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 (the "Company") and Dean L. Julia, also having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 ("Julia").

Mobiquity Technologies, Inc. – March 19, 2013 Ace Marketing & Promotions, Inc. (March 19th, 2013)

Mobiquity Technologies, Inc. – Amendment to Employment Agreement (March 15th, 2013)

AGREEMENT made as of January 25, 2013 by and between Ace Marketing & Promotions, Inc., a New York corporation, having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 (the "Company") and Michael D. Trepeta, also having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 ("Trepeta").

Mobiquity Technologies, Inc. – Amendment to Employment Agreement (March 15th, 2013)

AGREEMENT made as of January 25, 2013 by and between Ace Marketing & Promotions, Inc., a New York corporation, having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 (the "Company") and Dean L. Julia, also having an office at 600 Old Country Road, Suite 541, Garden City, NY 11530 ("Julia").

Mobiquity Technologies, Inc. – Registration Rights Agreement (June 15th, 2012)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 31st day of May, 2012 by and between ACE MARKETING & PROMOTIONS, INC., a New York corporation (the "Company") and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the "Investor").

Mobiquity Technologies, Inc. – Committed Equity Facility Agreement (June 15th, 2012)

This Committed Equity Facility Agreement (the "Agreement") is dated as of the 31st day of May, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the "Investor") and ACE MARKETING & PROMOTIONS, INC., a New York corporation (the "Company").

Mobiquity Technologies, Inc. – Contract (June 14th, 2012)

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.