0001683168-21-004466 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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").

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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

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

MOBIQUITY TECHNOLOGIES, INC.
Securities Purchase Agreement • September 24th, 2021 • Mobiquity Technologies, Inc. • Services-advertising
SECURITIES PURCHASE AGREEMENT
Securities 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”).

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