Common use of Accounting and Disclosure Controls Clause in Contracts

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means AdvangelistsXin-Feng Construction Company, LLCLtd., a Delaware Taiwan limited liability company and variable interest entity of the Company (“XFC”), Grand Smooth Inc Limited, a Hong Kong limited liability company, and Mobiquity Networks, Inc.Guizhou Grand Smooth Technology Ltd., a New York People’s Republic of China corporation. Except as As disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 procedures, (as defined under Rules 13a-15(e) under the Exchange Act RegulationsAct), that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are not effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation as of the Company’s Exchange Act filings and other public disclosure documentsDecember 31, 2021.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package The Trust maintains and the Final Prospectus, the Company has established and its subsidiaries maintain systems of maintained effective “internal control over financial reporting” (as defined under Rules in Rule 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability Regulations). The Trust maintains a system of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s the general or specific authorizationsauthorizations of management or the Trustee, as applicable; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP a modified cash basis of accounting and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s the general or specific authorizationauthorization of management or the Trustee, as applicable; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference . Except as described in the Registration Statement, the Time of Sale General Disclosure Package and the Final Prospectus fairly present the information called for Prospectus, there has not been (1) any material weakness (as defined in all material respects and are prepared in accordance with Rule 1-02 of Regulation S-X of the Commission) in the Trust’s rules and guidelines applicable thereto. Since internal control over financial reporting (whether or not remediated), or (2) any fraud, whether or not material, involving management, the date Trustee or other employees who have a role in the Trust’s internal control over financial reporting and, since the end of the latest Trust’s most recent fiscal year for which audited financial statements are included in the Registration Statement, the Time of Sale General Disclosure Package and the Final Prospectus, there has been no change in the CompanyTrust’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyTrust’s internal control over financial reporting. The Trust’s independent public accountants have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Trust’s internal control over financial reporting adversely. As used in this Agreementand of all fraud, if any, whether or not material, involving management, the term “subsidiary” Trustee or “subsidiaries” means Advangelists, LLC, other employees who have a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed role in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure Trust’s internal controls and procedures financial reports, in each case that will comply in all material respects with Rule 13a-15 occurred or 15d-15 under the Exchange Act Regulationsexisted, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsor was first detected.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporationFlywheel Consulting Limited. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 (as defined under Rules 13a-15(e) under the Exchange Act Regulations, Act) that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. (i) Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Final Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreementreporting. (ii) The Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Pricing Final Prospectus, the Company has developed and currently maintains such disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning of the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsare effective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain are in the process of developing systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that will comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means AdvangelistsASP Isotopes Guernsey Limited, a Guernsey corporation and ASP Isotopes South Africa (Proprietary) Limited, a South African corporation, Enriched Energy LLC, a Delaware limited liability company, and Mobiquity Networks, Inc.ASP Isotopes UK Ltd, a New York corporationcompany incorporated in England and Wales. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains designed a system of “disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 procedures,” (as defined under Rules 13a-15(e) under the Exchange Act RegulationsAct), and such controls and procedures are effective that has been designed to ensure that all material information concerning relating to the Company will be and any subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings principal executive officer and other public disclosure documentsprincipal financial officer by others within those entities.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package (a) The Partnership has established and the Final Prospectus, the Company and its subsidiaries maintain systems of maintained effective “internal control over financial reporting” (as defined under Rules in Rule 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability Regulations). The Partnership maintains a system of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as reasonably necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (ivC) the recorded accountability for unauthorized acquisition, use or disposition of the Partnership’s assets is compared with that could have material effect on the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data Partnership’s financial statements are prevented or detected in eXtensible Business Reporting Language (if any) included or incorporated by reference a timely manner. Except as described in the Registration StatementSEC Documents, there has not been (1) at any time since the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called Partnership’s most recent fiscal year for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest which audited financial statements were included in the Registration StatementSEC Documents or at any time subsequent thereto, any material weakness (as defined in Rule 1-02 of Regulation S-X of the Time SEC) in the design or operation of Sale Disclosure Package and the Final ProspectusPartnership’s internal control over financial reporting (whether or not remediated), or (2) any fraud, whether or not material, involving management or other employees who have a significant role in the Partnership’s internal control over financial reporting and, since the end of the Partnership’s most recent fiscal year for which audited financial statements were included in the SEC Documents, there has been no change in the CompanyPartnership’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the CompanyPartnership’s internal control over financial reporting. The Partnership has established, maintained and periodically evaluates the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to provide reasonable assurance that material information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act and the interactive data in extensible Business Reporting Language included as an exhibit to certain SEC Documents or incorporated by reference in certain SEC Documents are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the General Partner’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. (b) Based on the Partnership’s most recent evaluation of its disclosure controls and procedures prior to the date of this Agreement, the Partnership’s independent public accountants and the audit committee of the board of directors of the General Partner have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X), if any, in the Partnership’s internal control over financial reporting adversely. As used in this Agreementand of all fraud, the term “subsidiary” if any, whether or “subsidiaries” means Advangelistsnot material, LLC, involving management or other employees who have a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed significant role in the Registration StatementPartnership’s internal control over financial reporting, Disclosure Package in each case that occurred or existed, or was first detected, at any time during the Partnership’s three consecutive fiscal years ended with and including the Pricing Prospectus, Partnership’s most recent fiscal year for which audited financial statements were included in the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 SEC Documents or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsat any time subsequent thereto.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporationreporting. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 (as defined under Rules 13a-15(e) under the Exchange Act Regulations, Act) that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference references in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporationFlywheel Consulting Limited. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 (as defined under Rules 13a-15(e) under the Exchange Act Regulations, Act) that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. (i) Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Final Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreementreporting. (ii) The Company maintains disclosure controls and procedures that have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Pricing Final Prospectus, the Company has developed and currently maintains such disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning of the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsare effective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries Subsidiaries (as defined below) maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this Agreement, the term “subsidiary” or “subsidiariesSubsidiaries” means AdvangelistsFathom Realty, LLC, a Delaware limited liability companyFathom Realty Holdings LLC, and Mobiquity Networks, Verus Title Inc., IntelliAgent, LLC and E4:9 Holdings, LLC (each a New York corporation“Subsidiary”). Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all have been designed to ensure that material respects with Rule 13a-15 or 15d-15 under information relating to the Exchange Act Regulations, Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time The Company maintains a system of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPcontrols, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls that are sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described or disclosed in the Company SEC Documents, since the date of the most recent balance sheet of the Company and its Subsidiaries reviewed or audited by KPMG LLP, (i) the Company has not been advised of or become aware of (A) any significant deficiencies or material weaknesses in the design or operation of internal controls that could adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its Subsidiaries; and (vii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company and its Subsidiaries have established, maintained and periodically evaluate the interactive data effectiveness of “disclosure controls and procedures” (as defined in eXtensible Business Reporting Language (if any) included or incorporated Rules 13a-15 and 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information required to be disclosed by reference the Company in the Registration Statementreports that it will be required to file or submit under the Exchange Act is recorded, processed, summarized and reported, within the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for time periods specified in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statementforms, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in is accumulated and communicated to the Company’s internal control over management, including its principal executive officer or officers and principal financial reporting that has materially affectedofficer or officers, or is reasonably likely as appropriate, to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a allow timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsdecisions regarding disclosure.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries The Partnership Entities maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 in Rule 13a-15(f) of the rules and 15d-15 under regulations of the Exchange ActAct (the “Exchange Act Regulations”)) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Partnership Entities maintain internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorizationauthorizations; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference . Except as described in the Registration StatementPreliminary Offering Memorandum, the Time of Sale Disclosure Package Memorandum and the Final Prospectus fairly present Offering Memorandum, since the information called for end of the Partnership’s most recent audited fiscal year, the Partnership has not been advised of or become aware of (1) any material weakness (as defined in all material respects and are prepared in accordance with Rule 1-02 of Regulation S-X of the Commission) in the Partnership’s rules internal control over financial reporting (whether or not remediated), and guidelines applicable thereto. Since (2) any fraud, whether or not material, involving management or other employees who have a role in the date Partnership’s internal control over financial reporting and, since the end of the latest Partnership’s most recent audited financial statements included fiscal year, there have been no significant changes in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The Partnership’s independent public accountants and the General Partner’s board of directors have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Partnership’s internal control over financial reporting adversely. As used or of all fraud, if any, whether or not material, involving management or other employees who have a role in this Agreementthe Partnership’s internal controls over financial reporting, in each case that occurred or existed, or was first detected, at any time during the three most recent fiscal years covered by the audited financial statements of the Partnership or NGL Supply, Inc. included in the Preliminary Offering Memorandum, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed in the Registration Statement, Disclosure Package Time of Sale Memorandum and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 Offering Memorandum or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.at any time subsequent thereto

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference . Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since Prospectus, since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporationreporting. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Pricing Final Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule (as defined under Rules 13a-15 or and 15d-15 under the Exchange Act Regulations, Act) that have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries The Partnership Entities maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 in Rule 13a-15(f) of the rules and 15d-15 under regulations of the Exchange ActAct (the “Exchange Act Regulations”)) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, . The Partnership Entities maintain internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorizationauthorizations; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference . Except as described in the Registration StatementPreliminary Offering Memorandum, the Time of Sale Disclosure Package Memorandum and the Final Prospectus fairly present Offering Memorandum, since the information called for end of the Partnership’s most recent audited fiscal year, the Partnership has not been advised of or become aware of (1) any material weakness (as defined in all material respects and are prepared in accordance with Rule 1-02 of Regulation S-X of the Commission) in the Partnership’s rules internal control over financial reporting (whether or not remediated), and guidelines applicable thereto. Since (2) any fraud, whether or not material, involving management or other employees who have a role in the date Partnership’s internal control over financial reporting and, since the end of the latest Partnership’s most recent audited financial statements included fiscal year, there have been no significant changes in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The Partnership’s independent public accountants and the General Partner’s board of directors have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Partnership’s internal control over financial reporting adversely. As used or of all fraud, if any, whether or not material, involving management or other employees who have a role in this Agreementthe Partnership’s internal controls over financial reporting, in each case that occurred or existed, or was first detected, at any time during the three most recent fiscal years covered by the audited financial statements of the Partnership included in the Preliminary Offering Memorandum, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except as disclosed in the Registration Statement, Disclosure Package Time of Sale Memorandum and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 Offering Memorandum or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.at any time subsequent thereto

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the The Company and its subsidiaries maintain systems a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference . Except as described in the Registration Statement, the Time of Sale General Disclosure Package and the Final Prospectus fairly present Offering Memorandum, since the information called for most recent audit of the effectiveness of the Company’s internal control over financial reporting, (1) there has not been, (i) any material weakness (as defined in all material respects and are prepared in accordance with Rule 1-02 of Regulation S-X of the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included ) in the Registration StatementCompany’s internal control over financial reporting (whether or not remediated), or (ii) any fraud, whether or not material, involving management or other employees who have a role in the Time of Sale Disclosure Package Company’s internal control over financial reporting and the Final Prospectus, (2) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used The Company has no unremediated material weaknesses in this Agreementinternal control over financial reporting. The Company and its subsidiaries have established, maintained and periodically evaluate the term effectiveness of “subsidiarydisclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information required to be disclosed by the Company in the reports that it is required to file or “subsidiaries” means Advangelistssubmit under the 1934 Act is recorded, LLCprocessed, a Delaware limited liability companysummarized and reported, within the time periods specified in the Commission’s rules and forms, and Mobiquity Networksis accumulated and communicated to the Company’s management, Inc.including its principal executive officer or officers and principal financial officer or officers, a New York corporationas appropriate, to allow timely decisions regarding required disclosure. Except The Company’s independent public accountants and the audit committee of the Company’s board of directors have been advised of all material weaknesses, if any, and significant deficiencies (as disclosed defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Registration StatementCompany’s internal control over financial reporting and of all fraud, if any, whether or not material, involving management or other employees who have a role in the Company’s internal control over financial reporting, in each case that occurred or existed, or was first detected, at any time during the three most recent fiscal years covered by the Company’s audited consolidated financial statements included in the General Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 Offering Memorandum or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsat any time subsequent thereto.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, LLC and Mobiquity Networks, Inc., a New York corporation. Inc. Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects with Rule 13a-15 or 15d-15 procedures, (as defined under Rules 13a-15(e) under the Exchange Act RegulationsAct), that have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. (i) Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Final Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (vE) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used reporting. (ii) The Company maintains “disclosure controls and procedures” (as defined in this AgreementRule 13a-15(e) under the Exchange Act) that have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and or the Pricing Final Prospectus, the Company has developed and currently maintains such disclosure controls and procedures that will comply of the Company are effective. (iii) The interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly present the information called for in all material respects and has been prepared in accordance with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, Commission’s rules and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentsguidelines applicable thereto.

Accounting and Disclosure Controls. Except as specifically disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this AgreementBased on the evaluation of its disclosure controls and procedures as of the most recent evaluation date, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation. Except except as specifically disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Pricing Final Prospectus, the Company has developed is not aware of (i) any material weakness or significant deficiency in the design or operation of internal controls which could adversely affect the Company’s or any subsidiary’s ability to record, process, summarize and currently report financial data or any material weaknesses in internal controls; or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or its subsidiaries’ internal controls. ​ ​ The Company maintains disclosure controls and procedures that will comply (i) have been designed to ensure that material information relating to the Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; (ii) provide for the periodic evaluation of the effectiveness of such disclosure controls and procedures at the end of the periods in which the periodic reports are required to be prepared; and (iii), except as specifically disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, are effective in all material respects with Rule 13a-15 or 15d-15 under to perform the Exchange Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible functions for the preparation of the Company’s Exchange Act filings and other public disclosure documentswhich they were established.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference references in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adversely. As used in this Agreement, the term “subsidiary” or “subsidiaries” means Advangelists, LLC, a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporationreporting. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Pricing Final Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all have been designed to ensure that material respects with Rule 13a-15 or 15d-15 under information relating to the Exchange Act Regulations, Company and any subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.

Accounting and Disclosure Controls. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company and its subsidiaries Subsidiaries (as defined below) maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language (if any) included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting adverselyreporting. As used in this Agreement, the term “subsidiary” or “subsidiariesSubsidiaries” means AdvangelistsFathom Realty Holdings LLC and IntelliAgent, LLC, LLC (each a Delaware limited liability company, and Mobiquity Networks, Inc., a New York corporation“Subsidiary”). Except as disclosed in the Registration Statement, Disclosure Package and the Pricing Prospectus, the Company has developed and currently maintains disclosure controls and procedures that will comply in all have been designed to ensure that material respects with Rule 13a-15 or 15d-15 under information relating to the Exchange Act Regulations, Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documentseffective.