SERIES 2023 COMMON STOCK PURCHASE WARRANT MOBIQUITY TECHNOLOGIES, INC.Common Stock Purchase Warrant • February 9th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
THIS SERIES 2023 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobiquity Technologies, Inc., a New York corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one and one-half share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June__, 2023, between Mobiquity Technologies, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.5 JOINT VENTURE AGREEMENT AGREEMENT made as of the 9th day of February, 2007 by and between Ace Marketing & Promotions, Inc., with its principal executive office located at 457 Rockaway Avenue, Valley Stream, NY 11581 ("Ace") and Atrium...Joint Venture Agreement • March 19th, 2007 • Ace Marketing & Promotions Inc • Services-advertising • New York
REPRESENTATIVE’S WARRANT MOBIQUITY TECHNOLOGIES, INC.Warrant Agreement • April 30th, 2015 • Mobiquity Technologies, Inc. • Services-advertising • New York
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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • Delaware
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 20, 2021, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the "Company"), and BLUE LAKE PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities 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").
AMENDED AND RESTATED 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE SEPTEMBER 30, 2029Convertible Security Agreement • October 19th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • New York
THIS AMENDED AND RESTATED 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 15% Senior Secured Convertible Promissory Note of Mobiquity Technologies, Inc., a New York corporation, (the “Company”), having its principal place of business at 35 Torrington Lane, Shoreham, New York 11786, designated as its 15% Senior Secured Convertible Promissory Note due September 30, 2029 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This Note amends and restates, and supersedes and replaces, that certain Company $1,840,000.00 15% Senior Secured Convertible Promissory Note dated September 13, 2019 payable to the Holder named in the next paragraph in its entirety.
COMMON STOCK PURCHASE WARRANT MOBIQUITY TECHNOLOGIES, INC.Security Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $562,500.00 to the Holder (as defined below) of even date) (the “Note”), BLUE LAKE PARTNERS, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”), 28,125 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated September 20, 2021, by and among the Comp
MOBIQUITY TECHNOLOGIES, INC. UNDERWRITING AGREEMENT 3,777,634 Shares of Common Stock and accompanying 3,777,634 Series 2023 Warrants to Purchase 5,666,451 Shares of Common Stock 4,286,883 Pre-funded Warrants to Purchase 4,286,883 Shares of Common...Underwriting Agreement • February 17th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2012 • Ace Marketing & Promotions Inc • Services-advertising • Nevada
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”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 19th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2021 (the “Issuance Date”) between Mobiquity Technologies, Inc., a company incorporated under the laws of the State of New York (the “Company”), and Continental Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 1st, 2014 • Mobiquity Technologies, Inc. • Services-advertising • Illinois
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2014 • Mobiquity Technologies, Inc. • Services-advertising • Illinois
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”).
PREFUNDED COMMON STOCK PURCHASE WARRANT MOBIQUITY TECHNOLOGIES, INC.Prefunded Common Stock Purchase Warrant • June 26th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
THIS PREFUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobiquity Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MOBIQUITY TECHNOLOGIES, INC. _______ shares of COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2015 • Mobiquity Technologies, Inc. • Services-advertising • New York
Mobiquity Technologies, Inc., a New York corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to National Securities Corporation (“National”), as representative of each of the other underwriters named in Schedule VI hereto, if any (collectively with National, each, an “Underwriter” and together, the “Underwriters”), an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) and, at the option of National as provided for herein, up to [ ] additional shares (the “Additional Shares”) of common stock, $.0001 par value per share, of the Company (the “Common Stock”). The Firm Shares and the Additional Shares that may be purchased by the Underwriters hereunder are collectively referred to herein as the “Securities”. In all dealings hereunder, National shall act on behalf of each of the Underwriters, and the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter ma
SECURITY AGREEMENTSecurity Agreement • January 4th, 2023 • Mobiquity Technologies, Inc. • Services-advertising
SECURITY AGREEMENT, dated as of December 30, 2022 (this “Agreement”), among MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”), MOBIQUITY NETWORKS, INC., a New York corporation and wholly-owned subsidiary of the Company (“Networks Sub”), ADVANGELISTS, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Advangelists Sub”, and together with Networks Sub, the Company and any other entity that that may become a party hereto as a Debtor as provided herein, collectively, the “Debtors” and each, individually, a “Debtor”), and WALLEYE OPPORTUNITIES MASTER FUND LTD, a Cayman Islands company (“Walleye”) in its capacity as both (i) the holder of that certain Senior Secured 20% OID Promissory Note dated as of the date hereof issued by the Company to Walleye in the aggregate original principal amount of $1,437,500 (as amended, amended and restated, modified or supplemented from time to time, the “Note”) (in such capacity, together with its endors
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • June 15th, 2012 • Ace Marketing & Promotions Inc • Services-advertising • Nevada
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. COMMON STOCK PURCHASE WARRANTWarrant Agreement • January 4th, 2023 • Mobiquity Technologies, Inc. • Services-advertising
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Walleye Opportunities Master Fund Ltd, a Cayman Islands Company, 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 July 1, 2023 (as the case may be, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 30, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobiquity Technologies, Inc., a New York corporation (the “Company”), up to the Warrant Coverage Number (as defined in the Purchase Agreement) of shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). 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. UNDERWRITING AGREEMENT [●] Firm UnitsUnderwriting Agreement • November 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • New York
Mobiquity Technologies, Inc., a New York State corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Spartan Capital Securities, LLC is acting as representative (the “Representative”), an aggregate of [●] units (the “Firm Units”), with each unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Firm Shares”), and a Warrant to purchase one share of Common Stock, at an exercise price of $[●] per share and with a term of five (5) years (the “Firm Warrants”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, in the aggregate, up to [●] additional shares of Common Stock representing 15% of the Firm Shares sold in the offering from the Company (the “Option Shares”) and/or up to [●] additional warrants to purcha
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant Agreement • February 8th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.
STRICTLY CONFIDENTIALPlacement Agent Agreement • June 29th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
ContractUnderwriter Common Stock Purchase Agreement • November 12th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT MOBIQUITY TECHNOLOGIES, INC.Securities Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $562,500.00 to the Holder (as defined below) of even date) (the “Note”), TALOS VICTORY FUND, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”), 28,125 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated September 20, 2021, by and among the Comp
EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of March 1, 2005, by and between ACE MARKETING & PROMOTIONS, INC., a New York corporation having an office at 457 Rockaway Avenue, Valley Stream, NY 11581 ("Company")...Employment Agreement • March 21st, 2005 • Ace Marketing & Promotions Inc • Services-advertising • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • New York
This Offering is solely to “Accredited Investors” as that term is defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Each Subscriber shall provide evidence to the satisfaction of the Company that they are in fact an accredited investor. This Offering is being made through the Company’s officers and directors without a placement agent.
ContractEmployment Agreement • September 19th, 2019 • Mobiquity Technologies, Inc. • Services-advertising
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 13, 2019, by and between ADVANGELISTS, LLC, a Delaware limited liability company (“Company”) with an office address at 701 5th Avenue, 75th Floor, Seattle, Washington 98104 and LOKESH MEHTA (“Employee”), an individual having an address at 5447 31st Ave SW, Seattle, WA 98126.
MOBIQUITY TECHNOLOGIES, INC.Securities Purchase Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising
PLACEMENT AGENT’S WARRANT AGREEMENTPlacement Agent's Warrant Agreement • June 29th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC, OR OF ANY SUCH SELECTED DEALER.
AGREEMENTStock Purchase Agreement • September 6th, 2018 • Mobiquity Technologies, Inc. • Services-advertising • New York
This Offering to Gopher is being made under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). This Offering is being made through Mobiquity’s officers and directors without a placement agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 20, 2021, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation, with headquarters located at 35 Torrington Lane, Shoreham, NY 11786 (the “Company”), and Talos Victory Fund, LLC, a Delaware limited liability company, with its address at 348 Cambridge Street #101, Woburn, MA 01801 (the “Buyer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 19th, 2019 • Mobiquity Technologies, Inc. • Services-advertising • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 13, 2019, by and between GBT TECHNOLOGIES, INC., a Nevada corporation (f/k/a Gopher Protocol, Inc.) (“Seller”), having an address at 2500 Broadway, Suite F-125, Santa Monica, CA 90404 and MOBIQUITY TECHNOLOGIES, INC., a New York corporation (“Purchaser”), having an address at 35 Torrington Lane, Shoreham, New York 11786.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2019 • Mobiquity Technologies, Inc. • Services-advertising • New York
This Offering is solely to "Accredited Investors" as that term is defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Appended to this Subscription Agreement as Annex 1 is a form of Note and Annex 11 which is a form of Warrant.
CLASS B PREFERRED STOCK REDEMPTION AGREEMENTClass B Preferred Stock Redemption Agreement • September 19th, 2019 • Mobiquity Technologies, Inc. • Services-advertising • New York
CLASS B PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”), dated as of September 13, 2019, by and between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”), having an address at 35 Torrington Lane, Shoreham, New York 11786 (the “Company”) and LOKESH MEHTA, an individual (“Mehta”), having an address at 5447 31st Ave SW, Seattle, WA 98126.
AGREEMENTConvertible Promissory Note Assignment Agreement • December 24th, 2014 • Mobiquity Technologies, Inc. • Services-advertising
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
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MOBIQUITY TECHNOLOGIES, INC.Warrant Agreement • December 11th, 2018 • Mobiquity Technologies, Inc. • Services-advertising • New York
This certifies that the person whose name appears on the signature page hereto is entitled, subject to the terms and conditions of this Warrant, to purchase from MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”), with its principal office at 35 Torrington Ln., Shoreham, NY 11786, at any time following the date hereof, and prior to 5:00 p.m. Eastern time on [__], 2028 (the “Expiration Date”), the Warrant Shares (as defined below) at the Warrant Price (as defined below), upon delivery at the principal offices of the Company, of a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the number of Warrant Shares being purchased. The Warrant Price and the Warrant Shares purchasable under this Warrant are subject to adjustment as provided herein.
LEGEND SECURITIES INC MEMBER FINRA, MSRB, & S1PCInvestor Relations Agreement • July 7th, 2011 • Ace Marketing & Promotions Inc • Services-advertising
This letter (the "Agreement") shall confirm the engagement of Legend Securities, Inc., ("Legend") by Ace Marketing & Promotions, Inc. (the "Company" and collectively the "Parties" ) for purposes of providing, on a non-exclusive basis, investor awareness and business advisory services as set forth below in consideration for the fees and compensation described hereinafter:
