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
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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 30, 2022 between Mobiquity Technologies, Inc., a New York corporation (“Company”), and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the “Investor” or the “Purchaser”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 4th, 2023 • Mobiquity Technologies, Inc. • Services-advertising • Delaware
THIS SUBSIDIARY GUARANTEE (this “Guarantee”) is made as of December 30, 2022, by MOBIQUITY NETWORKS, INC,. a New York corporation (“Networks Sub”) and ADVANGELISTS, LLC, a Delaware limited liability company (“Advangelists Sub”, and together Networks Sub and any other entity that may become a party hereto as an additional guarantor as provided herein, collectively, the “Guarantors”, and each, a “Guarantor”), in favor of WALLEYE OPPORTUNITIES MASTER FUND LTD, a Cayman Islands company (the “Agent”) on behalf of itself as a holder of the Note issued under the Purchase Agreement (defined below) (including its successors, transferees and assigns, collectively, the “Investor”).
