Mobiquity Technologies, Inc. (Form: 8-K, Received: 12/24/2014 14:49:19)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 24, 2014 (December 19, 2014)

Mobiquity Technologies, Inc.

(Exact name of registrant as specified in its charter)

New York

(State or jurisdiction of incorporation or organization)

000-51160

(Commission File Number)

11-3427886

(I.R.S. Employer Identification Number)

600 Old Country Road, Suite 541, Garden City, NY 11530

(Address of principal executive offices (Zip Code)

Registrant's telephone number: (516) 256-7766

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 1.01 Entry into a Material, Definitive Agreement

Pursuant to a letter agreement dated December 15, 2014 with Carl E. Berg which he executed and provided to us on December 19, 2014, the agreement recognized that Carl and Mary Ann Berg 2011 CRT, Carl Berg Trustee, and Clyde Berg 2011 CRT, Carl Berg Trustee, will have provided $2.5 million of unsecured loans to us between November and December 2014. Pursuant to said letter agreement, we agreed that these unsecured loans may be sold, assigned or transferred to Clyde J. Berg, Carl E. Berg and/or Kara Ann Berg or any entity controlled by any of the aforementioned individuals in an combination of the aforementioned persons or entities. This letter agreement provides that if Mr. Carl E. Berg or any permitted transferee purchases or otherwise acquires the $2.5 million of unsecured notes, that these notes shall be convertible at any time prior to maturity or redemption thereof at a conversion price of $.50 per share. For every $1.00 in principal converted, a five-year warrant to purchase one additional share of common stock at an exercise price of $1.00 per share will be issued. In the event that $2.5 million is timely converted on or before January 30, 2015, we will also issue as a bonus warrants to purchase 1,000,000 shares of common stock, exercisable at $.50 per share over a five year period from the date of issuance.. We also agreed to grant Mr. Berg the right to lend us up to an additional $3.75 million of optional loans on the same terms and conditions described above on or before February 15, 2015. In the event such optional loan is converted into common stock on or before March 31, 2015, we will also issue as an additional bonus warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $.50 per share from the date of issuance. We also agreed to grant him the right to lend us up to an additional $3.75 million on the same terms and conditions on or before May 15, 2015 and in the event such additional optional loan is converted into common stock on or before June 30, 2015, we will also issue bonus warrants to Mr. Berg to purchase up to 1,000,000 shares of common stock at an exercise price of $.50 per share over a period of five years from the date of issuance. All bonus warrants contain cashless exercise provisions. The 2,000,000 bonus warrants described above assumes full funding of the $7.5 million optional loans and 100% conversion on or before the dates described above. In the event the amount of optional loans is less than $3.75 million in the aggregate, converted prior to March 31, 2015 and an additional $3.75 million converted prior to June 30, 2015, then the bonus warrants to purchase an aggregate of 2,000,000 shares will be proportionately reduced. In summary, in the event all $10 million is provided to us, including an additional $7.5 million on a timely basis, subject to our right of acceptance or rejection in our sole discretion, and all loans are timely converted on or before the dates described above, we will have issued 20 million shares of common stock, 10 million common stock warrants at an exercise price of $1.00 per share, plus five year bonus warrants to purchase 3,000,000 shares of our common stock at an exercise price of $.50 per share with cashless exercise provisions pertaining to the bonus warrants. Also, in the event the $10 million of funding is completed, Mr. Berg has the right to appoint one independent member to the board, which nominee will be subject to normal background checks.

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On December 19, 2014, the Registrant entered into employment agreements with two of its executive officers and/or directors, including, Paul Bauersfeld and Sean Trepeta. Mr. Bauersfeld, who has been serving as Chief Technology Officer since June 2013 as a non-executive officer, is now considered to be an executive officer by the Registrant. The following are brief descriptions of the employment agreements for Messrs. Bauersfeld and Trepeta. In the case of Mr. Bauersfeld, we have also included his biographical information.

Employment Agreement – Paul Bauersfeld

In December 2014, we entered into an employment agreement with Paul Bauersfeld, our Chief Technology Officer, who is an employee at will. Mr. Bauersfeld, as a full-time employee, is to be paid a salary at the rate of $25,000 per month. Upon the execution of the agreement, he received 10-year options to purchase 1,000,000 shares of our common stock vesting quarterly over a period of three years. For calendar 2015, he will be entitled to a bonus of $125,000 upon revenues of Mobiquity Networks achieving a minimum of $6 million in revenues and a further bonus of $125,000 for a total of $250,000 at such time as Mobiquity Network’s revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a 30% margin shall not count toward these totals. The foregoing compensatory arrangements with Mr. Bauersfeld is in addition to the non-statutory stock options to purchase 2,600,000 shares of our common stock granted to Mr. Bauersfeld between June 2013 and July 2014. All options granted to Mr. Bauersfeld will become immediately vested in the event of a change of control of our company or sale of substantially all of our assets. In the event we terminate Mr. Bauersfeld without cause, Mr. Bauersfeld is entitled to receive six months’ severance pay.

Paul Bauersfeld . Mr. Bauersfeld has served as Chief Technology Officer of our company in a non-executive officer capacity since June 2013, Mr. Bauersfeld is a technology executive and engineer with over 20 years’ experience in software product development and entrepreneurial organizations. In 2003, Mr. Bauersfeld founded Varsity Networks, a leading online media and services company dedicated to serving the local sports market through technology. He served as CEO of Varsity Networks from its formation through 2013, where he was responsible for expanding the network to include over 10,000 local sports communities with millions of monthly visitors. Prior to his positions at Varsity Network, he held positions at a number of Fortune 100 and startup companies in the technology and media industries. Mr. Bauersfeld has also acted as an advisor to a number of technology developmental corporations. His roles have included Co-founder and CEO of MessageOne from 2000 to 2001, which enterprise was later acquired by Dell Computer Corp., VP of ecommerce at Ziff-Davis from 1999 to 2000, Technology Director at Viacom’s Nickelodeon Online from 1997 to 1999, Founder of GiftOne in 1996, where he served in the position of President, which entity was acquired by Skymall 1997, as well as engineering positions at Apple Computer from 1998 to 1993 and Xerox Corporation from 1986 to 1988. He has a BS in Electrical Engineering from Rochester Institute of Technology, which degree he received in 1986.

Employment Agreement – Sean Trepeta

In December 2014, Mobiquity Networks entered into an employment agreement with Sean Trepeta, to serve as President of Mobiquity Networks as an employee at will. Mr. Trepeta, as a full-time employee, is to be paid a salary at the rate of $20,000 per month. Upon the execution of the agreement, he received 10-year options to purchase 1,500,000 shares of our common stock vesting quarterly over a period of three years. For calendar 2015, he will be entitled to a bonus of $125,000 upon revenues of Mobiquity Networks achieving a minimum of $6 million in revenues and a further bonus of $125,000 for a total of $250,000 at such time as Mobiquity Network’s revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a 30% margin shall not count toward these totals. All options granted to Mr. Trepeta will become immediately vested in the event of a change of control of our company or sale of substantially all of our assets. In the event we terminate Mr. Trepeta without cause, after six months of continued employment under the employment agreement, Mr. Trepeta is entitled to receive three months’ severance pay.

Item 8.01 Other Events

The Registrant is filing exhibits 3.1, 10.1, 104, 10.5 and 10.6 to have these on file under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description

3.1	2014 Amendment to By-Laws*
10.1	Agreement dated July 8, 2014 with SMW Properties to provide letter of credit for $1,350,000*
10.2	Employment Agreement dated December 19, 2014 – Sean Trepeta *
10.3	Employment Agreement dated December 19, 2014 – Paul Bauersfeld *
10.4	December 2013 Agreement with Thomas Arnost modifying secured debt purchased by Arnost from TCA*
10.5	Agreement dated December 9, 2014 to extend expiration date of secured note*
10.6	Agreement dated July 8, 2014 with Thomas Arnost to provide letter of credit for $1,350,000*
10.7	Letter Agreement dated December 15, 2014 *

_______________

*Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOBIQUITY TECHNOLOGIES, INC.


Dated: December 24, 2014	By: /s/ Dean L. Julia
	Dean L. Julia, Co-Chief Executive Officer

Exhibit 3.1

AMENDMENT TO BY-LAWS

Section 6.13 is hereby added to the By-Laws of Mobiquity Technologies, Inc. and shall read as follows:

Section 6.13 Duties of Executive Chairman

The office of Executive Chairman shall report to the Board of Directors and shall have such duties as assigned to this office as designated by the Board. As Executive Chairman, this office shall have the following duties and responsibilities in addition to those assigned by the Board:

Uphold the highest standards of integrity and probity.

Establish and maintain high level strategic industry relevant relationships.

Assist senior management in setting overall strategic direction of company.

Ensure effective communication with shareholders.

Assist with active role in strategic oversight of sales department.

Exhibit 10.1

SNW JB Properties	July 8, 2014
P.O. Box 1130
Borger, TX 79008-1130

Att: Bart Boren, Partner

Dear Mr. Boren:

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

Each person or entity shall receive interest of 8% per annum payable quarterly in arrears in cash or restricted Common Stock based upon the average closing sale price of the corporation’s Common Stock on the OTCQB for the 20 preceding days prior to the interest payment date. (Note: Interest shall be paid in restricted Common Stock unless directed otherwise by SNW JB Properties.);

Each person or entity shall have the right to assign the underlying benefit of the letter of credit to the Corporation in whole, but not in part at a conversion price of $1.00 per share;

Each person or entity shall receive options to purchase 125,000 shares of Common Stock quarterly in advance of each date that the letter of credit is outstanding, it being understood that the first grant date shall be on the execution date of the Second Amendment. Each option granted shall have a term of five years, exercisable from the date of issuance with an exercise price equal to the average of the closing sales price of the Corporation’s Common Stock on the OTCQB for the 20 preceding days.

It is understood and agreed upon that your letter of credit will be backed by the availability to draw down upon the Aspire Capital line of credit, in the event that Simon Property draws down on your line of credit, to make you whole.

	MOBIQUITY TECHNOLOGIES, INC.

	By: /s/ Dean L. Julia
	Dean L. Julia, Co-CEO

Agreed to and accepted by:

SNW JB Properties

/s/ Bart Boren, Partner

Exhibit 10.2

EMPLOYMENT AGREEMENT

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

W I T N E S S E T H :

WHEREAS , Company desires to engage the services of Trepeta and Trepeta desires to provide the services to Company as an employee in connection with Company’s business; and

WHEREAS , both parties desire to clarify and specify the rights and obligations which each have with respect to the other in connection with Trepeta’s services.

NOW, THEREFORE , in consideration of the agreements and covenants herein set forth, the parties hereby agree as follows:

1. Employment

Trepeta hereby agrees to be employed by Company as its President.

2. Duties and Responsibilities of Trepeta

Trepeta’s duties and responsibilities shall be those assigned to him by the Board of Directors of the Company in addition to the following:

•

Establish and manage procedures and process of Sales Department;

•

Establish sales quota (monthly/quarterly/annually);

•

Define Necessary Hires for Sales Department;

•

Define Responsibilities for all employee within Sales Department;

•

Oversee and Maintain Salesforce accuracy (Sales Pipeline); and

•

Schedule Weekly Sales Department Meetings

3. Exclusivity of Service

The Company agrees that Trepeta shall be a full-time employee of the Company. Trepeta may pursue other outside business interests that are not related to the same business as the Company, as long as it does not interfere with the everyday responsibilities of the Company.

4. Compensation; Bonus

(a)

In consideration for Trepeta’s services to be performed under this Agreement and as compensation therefor, Company shall pay to Trepeta, commencing as of the date set forth above, in addition to all other benefits provided for in this Agreement, a salary at the rate of Twenty Thousand ($20,000) Dollars per month, (the “Trepeta Salary”). All payments of Trepeta Salary shall be payable in accordance with Company’s policies.

(b)

Upon execution of this Agreement, Trepeta shall receive the grant of 10-year options to purchase 1,500,000 shares of Common Stock at the exercise price of $.50 per share under Mobiquity Technologies, Inc.’s (“MTI”) 2009 Stock Option Plan, with vesting to occur in equal quarterly amounts over the period of three years.

(c)

For calendar 2015, Trepeta shall be entitled to a bonus of $125,000 upon the revenues of the Company reaching a minimum of $6 million, increasing to $250,000 at such time as the Company’s revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a minimum 30% margin shall not count toward the aforementioned $6 million or $12 million benchmarks. The aforementioned bonus(es) once earned will be paid in quarterly amounts.

(d)

It is also agreed that the vesting period of all options owned by Trepeta will be accelerated upon a change in control of the Company or sale of substantially all of the assets of the Company.

5. Indemnification and Insurance

Trepeta shall be entitled to the following during and in respect of the term of this Agreement:

(a) The Company shall provide to Trepeta to the full extent provided for under the laws of the Company’s state of incorporation and the Company’s Certificate of Incorporation and Bylaws, indemnification for any claim or lawsuit which may be asserted against Trepeta when acting in such capacity for the Company and/or any subsidiary or affiliated business. The Company shall use reasonable best efforts to include Trepeta as an insured under all applicable directors’ and officers’ liability insurance policies maintained by the Company, and any other subsidiary or affiliated business.

(b) Trepeta shall also be entitled to participation in the Company’s health insurance (subject to a waiting period as per employee handbook) for him and his family, two weeks paid vacation and three months’ severance pay if terminated without cause after six months continued employment.

6. Term of Employment

Trepeta shall be considered an employee at will.

7. Non-Competition; Non-Solicitation

(a) Trepeta hereby agrees and covenants that during the Term hereof that he will not directly or indirectly engage in or become interested (whether as an owner, principal, agent, stockholder, member, partner, trustee, venturer, lender or other investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) in any business enterprise which is engaged in the current business of the Company during the Term; provided , however , that ownership of not more than 15% of the outstanding securities of any class of any entity that are listed on a national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section 7.

(b) Trepeta agrees and covenants that during the Term of this Agreement and a period of one year thereafter, he will not (without first obtaining the written permission of Company) directly or indirectly recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is an employee of Company or who was an employee of Company during the preceding twelve (12) months.

8. Termination

Termination by the Company with Cause . The following shall be considered acts of cause which shall void any payment of severance pay to Trepeta. “Cause” is hereby defined as event (i) of Trepeta’s commission of an act involving fraud, embezzlement, or theft against the property or personnel of Company, (ii) Trepeta shall be convicted of, or plead nolo contendere to a felony or engages in other criminal conduct that could reasonably be expected to have a material adverse affect on the business, assets, properties, prospects, results of operations or financial condition of Company, or (iii) Trepeta’s failure to comply with the directions of the Company’s board of directors and/or executive officers. In the event this Agreement is terminated pursuant to this Section 8(a), Trepeta’s Salary and all benefits under Section 5(c) hereof shall terminate immediately upon such discharge, and Company shall have no further obligations to Trepeta except for payment and reimbursement for any monies due which right to payment or reimbursement accrued prior to such termination. Termination for cause shall also include failure to adhere to policies and Code of Conduct established by the Board of Directors.

9. Violation of Other Agreements and Authority

Trepeta represents and warrants to Company that he is legally able to enter into this Agreement; that he is not prohibited by the terms of any agreement, understanding or policy from entering into this Agreement; that the terms hereof will not and do not violate or contravene the terms of any agreement, understanding or policy to which Trepeta is or may be a party, or by which Trepeta may be bound; that Trepeta is under no physical or mental disability that would materially interfere with the performance of his duties under this Agreement. Trepeta agrees that, as it is a material inducement to Company that Trepeta make the foregoing representations and warranties and that they be true in all material respects.

10. Company Authority Relative to this Agreement

The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company has duly authorized the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated on its part by this Agreement, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or for the Company to consummate the transactions contemplated by it. The Company has duly validly executed and delivered this Agreement and it is a valid and binding Agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy or insolvency laws affecting creditors’ rights generally and to general principles of equity.

11. Notices

Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent via email to the email address provided for Mr. Trepeta below and, on behalf of the Company, to the email address of Dean Julia as set forth below.

12. Waivers

No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement hereof; nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

13. Entire Agreement

This Agreement sets forth the entire and only agreement or understanding between the parties relating to the subject matter hereof and supersedes and cancels all previous agreements, negotiations, letters of intent, correspondence, commitments and representations in respect thereof among them, and no party shall be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement except as provided in this Agreement.

14. Inurement; Assignment

The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon any successor of Company or to the business of Company, subject to the provisions hereof. Neither this Agreement nor any rights or obligations of Trepeta hereunder shall be transferable or assignable by Trepeta.

15. Amendment

This Agreement may not be amended in any respect except by an instrument in writing signed by the parties hereto.

16. Headings

The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

18. Governing Law

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of New York, without giving reference to principles of conflict of laws. Each of the parties hereto irrevocably consents to the venue and exclusive jurisdiction of the federal and state courts located in the State of New York, County of Nassau. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right they may have to a trial by jury in respect of any action, proceeding or counterclaim based on this employment Agreement or the transactions contemplated in it, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party to it.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	MOBIQUITY TECHNOLOGIES, INC.


	By: /s/ Dean Julia
	Dean Julia, Co-CEO
	Email: djulia@mobiquitynetworks.com



	/s/ Sean Trepeta
	Sean Trepeta
	Email: strepeta@mobiquitynetworks.com

Exhibit 10.3

EMPLOYMENT AGREEMENT

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

W I T N E S S E T H :

WHEREAS , Company desires to engage the services of Bauersfeld and Bauersfeld desires to provide the services to Company as an employee in connection with Company’s business and as its Chief Technology Officer; and

WHEREAS , both parties desire to clarify and specify the rights and obligations which each have with respect to the other in connection with Bauersfeld’s services.

NOW, THEREFORE , in consideration of the agreements and covenants herein set forth, the parties hereby agree as follows:

1. Employment

Bauersfeld hereby agrees to be employed by Company as its Chief Technology Officer.

2. Duties and Responsibilities of Bauersfeld

Bauersfeld’s duties and responsibilities shall be as directed by the Company’s Chief Executive Officer or one of its Co-Chief Executive Officers (to be determined by the Company’s Board of Directors), subject to the direction of the Company’s Board of Directors. Duties and responsibilities shall be performed within a fifty-mile radius of the NYC area.

3. Exclusivity of Service

The Company agrees that Bauersfeld shall be a full-time employee of the Company. Bauersfeld may pursue other outside business interests that are not related to the same business as the Company, as long as it does not interfere with the everyday responsibilities of the Company.

4. Compensation; Bonus

(a)

In consideration for Bauersfeld’s services to be performed under this Agreement and as compensation therefor, Company shall pay to Bauersfeld, commencing as of the date set forth above, in addition to all other benefits provided for in this Agreement, a salary at the rate of Twenty-Five Thousand ($25,000) Dollars per month, (the “Bauersfeld Salary”). All payments of Bauersfeld Salary shall be payable in accordance with Company’s policies.

(b)

Upon execution of this Agreement, Bauersfeld shall receive the grant of 10-year non-statutory options to purchase 1,000,000 shares of Common Stock under the Company’s 2009 Stock Option Plan, with 125,000 shares vesting on the date hereof, 125,000 vesting four months from the date hereof, 125,000 vesting eight months from the date hereof, 125,000 vesting one year from the date hereof, and an additional 62,500 shares vesting at the end each quarter of calendar year 2016 and 2107. The exercise price of said options shall be $.50 per share.

(c)

For calendar 2015, Bauersfeld shall be entitled to a bonus of $125,000 upon the revenues of Mobiquity Networks reaching a minimum of $6 million, increasing to $250,000 at such time as Mobiquity Networks’ revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a minimum 30% margin shall not count toward the aforementioned $6 million or $12 million benchmarks. The aforementioned bonus(es) once earned will be paid in quarterly amounts.

(d)

The parties agree that the options described in paragraph 4(b) shall be in addition to the non-statutory options to purchase 500,000 shares granted to Bauersfeld on June 11, 2013, 100,000 shares granted to Bauersfeld on March 3, 2014 and 2,000,000 shares granted to Bauersfeld on July 15, 2014. It is also agreed the vesting period of all options owned by Bauersfeld will be accelerated upon a change in control of the Company or sale of substantially all of the assets of the Company.

(e)

In accordance with the rules and procedures established by the Company for this purpose, all Stock Options granted hereunder may be exercised through a cashless exercise procedure approved by the Company.

5. Reimbursements and Indemnification

Bauersfeld shall be entitled to the following during and in respect of the term of this Agreement:

(a) Bauersfeld shall each be entitled to reimbursement, at the discretion of the Company’s Chief Executive Officers, for all reasonable travel, reasonable entertainment and other reasonable expenses incurred in connection with Company’s business, provided that such expenses are approved in advance in writing by an executive officer of the Company and such expenses adequately documented and vouchered in accordance with Company’s policies.

(b) The Company shall provide to Bauersfeld to the full extent provided for under the laws of the Company’s state of incorporation and the Company’s Certificate of Incorporation and Bylaws, indemnification for any claim or lawsuit which may be asserted against Bauersfeld when acting in such capacity for the Company and/or any subsidiary or affiliated business. The Company shall use reasonable best efforts to include Bauersfeld as an insured under all applicable directors’ and officers’ liability insurance policies maintained by the Company, and any other subsidiary or affiliated business.

(c) Bauersfeld shall also be entitled to participation in the Company’s health insurance (subject to a waiting period as per employee handbook) for him and his family, two weeks paid vacation. The employee shall be entitled to receive a termination benefit for six months from the effective termination date, which shall include salary, applicable bonus, healthcare benefits and continued stock option vesting through this severance period. After the termination benefit, Bauersfeld will have the option to continue participating in healthcare plan at his expense.

6. Term of Employment

Bauersfeld shall be considered an employee at will, provided that either party shall give the other party at three months written notice of termination, unless terminated for cause.

7. Non-Competition; Non-Solicitation

(a) Bauersfeld hereby agrees and covenants that during the Term hereof that he will not directly or indirectly engage in or become interested (whether as an owner, principal, agent, stockholder, member, partner, trustee, venturer, lender or other investor, director, officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association or agent or otherwise) in any business enterprise which is engaged in the current business of the Company during the Term; provided , however , that ownership of not more than 15% of the outstanding securities of any class of any entity that are listed on a national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section 7.

(b) Bauersfeld agrees and covenants that during the Term of this Agreement and a period of one year thereafter, he will not (without first obtaining the written permission of Company) directly or indirectly recruit for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is an employee of Company or who was an employee of Company during the preceding twelve (12) months.

8. Termination

Termination by the Company with Cause . The following shall be considered acts of cause to Bauersfeld. “Cause” is hereby defined as event (i) of Bauersfeld’s commission of an act involving fraud, embezzlement, or theft against the property or personnel of Company, (ii) Bauersfeld shall be convicted of, or plead nolo contendere to a felony or engages in other criminal conduct that could reasonably be expected to have a material adverse affect on the business, assets, properties, prospects, results of operations or financial condition of Company, or (iii) Bauersfeld’s failure to comply with the directions of the Company’s board of directors and/or executive officers. Termination for cause shall also include failure to adhere to policies and Code of Conduct established by the Board of Directors.

9. Violation of Other Agreements and Authority

Bauersfeld represents and warrants to Company that he is legally able to enter into this Agreement; that he is not prohibited by the terms of any agreement, understanding or policy from entering into this Agreement; that the terms hereof will not and do not violate or contravene the terms of any agreement, understanding or policy to which Bauersfeld is or may be a party, or by which Bauersfeld may be bound; that Bauersfeld is under no physical or mental disability that would materially interfere with the performance of his duties under this Agreement. Bauersfeld agrees that, as it is a material inducement to Company that Bauersfeld make the foregoing representations and warranties and that they be true in all material respects.

10. Company Authority Relative to this Agreement

11. Notices

Any and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent via email to the email address provided for Mr. Bauersfeld below and, on behalf of the Company, to the email address of Dean Julia as set forth below. All notices will request a confirmation of receipt or reply.

12. Waivers

13. Entire Agreement

14. Inurement; Assignment

The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon any successor of Company or to the business of Company, subject to the provisions hereof. Neither this Agreement nor any rights or obligations of Bauersfeld hereunder shall be transferable or assignable by Bauersfeld.

15. Amendment

This Agreement may not be amended in any respect except by an instrument in writing signed by the parties hereto.

16. Headings

The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

18. Governing Law

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	MOBIQUITY TECHNOLOGIES, INC.


	By: /s/ Dean Julia
	Dean Julia, Co-CEO
	Email: djulia@mobiquitynetworks.com



	/s/ Paul Bauersfeld
	Paul Bauersfeld
	Email:

Exhibit 10.4

AGREEMENT

AGREEMENT made as of the 11 ^th day of December 2013 by and between Mobiquity Technologies, Inc. (formerly Ace Marketing & Promotions, Inc.), a New York corporation, with its principal executive office located at 600 Old Country Road, Suite 541, Garden City, NY 11530 (“Mobiquity” or “Borrower”) and Thomas M. Arnost (“Assignee”) with a mailing address on file with the Mobiquity .

W I T N E S S E T H :

WHEREAS, Mobiquity is indebted to TCA Global Credit Master Fund LP (“Assignor”); and

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

WHEREAS , the Borrower’s obligations under the Note are secured by the following: (i) Security Agreement dated as of May 31, 2012 from Borrower in favor of the Assignor (the “Security Agreement”); (ii) Guaranty Agreement dated as of May 31, 2012 (the “Subsidiary Guaranty”) from Mobiquity Networks, Inc., a New York corporation (“Subsidiary Guarantor”), in favor of Assignor; (iii) Security Agreement dated as of May 31, 2012 from the Subsidiary Guarantor in favor of the Assignor (the “Sub Security Agreement”); (iv) UCC-1 Financing Statement from the Borrower, as debtor, and Assignor, as secured party, filed with the Secretary of State of the State of New York under filing no. 201206120332704 (the “Borrower UCC”); and (v) UCC-1 Financing Statement from the Subsidiary Guarantor, as debtor, and Assignor, as secured party, filed with the Secretary of State of the State of New York under filing no. 201206120332689 (the “Guarantor UCC”) (the Security Agreement, the Subsidiary Guaranty, the Sub Security Agreement, the Borrower UCC, and the Guarantor UCC being collectively hereinafter referred to as the “Ancillary Security Documents”); and

WHEREAS , Assignor and Assignee have entered into an Assignment Agreement in the form appended hereto; and

WHEREAS, Mobiquity and Assignee agree to modify the terms of the Note.

NOW, THEREFORE, it is agreed as follows:

Mobiquity recognizes Assignee as the owner of the Note and the beneficiary of the related Security Agreements and Guarantor Agreement.

Mobiquity and Assignee agree to modify the terms of the Note as follows:

The maturity date of the note is extended until June 12, 2014.

The interest rate set forth in the Note is amended to provide for an interest rate of 15% per annum.

The Note is convertible at a fixed conversion price of $.30 per share while the principal of the Note and accrued interest thereon are outstanding.

Assignee has the right to demand prepayment of the Note as his discretion.

The Note as modified herein represents the entire agreement among the parties and may only be superseded in writing by an agreement mutually agreed upon by the parties.

	MOBIQUITY TECHNOLOGIES, INC.


	By: /s/ Dean L. Julia
	Dean L. Julia, Co-Chief Executive Officer

/s/ Thomas Arnost

Thomas M. Arnost

Initial _______

Exhibit 10.5

Thomas Arnost

December 9, 2014

Mr. Dean Julia

Mobiquity Technologies, Inc.

600 Old Country Road, Suite 541

Garden City, NY 11530

Re: Secured Promissory Note in the outstanding balance of $322,000

Dear Mr. Julia:

This letter shall serve to confirm that I have agreed to extend the due date of my Secured Promissory Note in the principal unpaid balance of $322,000 to December 31, 2015 on the same terms and conditions that currently exist.

Sincerely,

/s/ Thomas Arnost
Thomas Arnost

Agreed to and accepted by:

MOBIQUITY TECHNOLOGIES, INC.

By: /s/ Dean Julia

Dean Julia, Co-Chief Executive Officer

Exhibit 10.6

Thomas Arnost

5226 Shoshone Ave.

Encino, CA 91316

July 8, 2014

Dear Mr. Arnost:

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

Each person or entity shall have the right to assign the underlying benefit of the letter of credit to the Corporation in whole, but not in part at a conversion price of $1.00 per share;

	MOBIQUITY TECHNOLOGIES, INC.


	By: /s/ Dean L. Julia
	Dean L. Julia, Co-CEO

Agreed to and accepted by:

/s/Thomas Arnost

Thomas Arnost

Exhibit 10.7

December 15, 2014

Carl E. Berg

10050 Bandley Drive

Cupertino, CA 95014

Dear Mr. Berg:

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

In consideration of you agreeing to purchase the $2.5 million of promissory notes from the Trust and agreeing to convert these notes on or before January 30, 2015, we agree that the promissory note issued pursuant to our agreement of December 4, 2014 shall be convertible at any time prior to maturity or redemption at a conversion price of $.50 per share. Further, for every $1.00 in principal converted, a five-year warrant to purchase one additional share of common stock at an exercise price of $1.00 per share will be issued. In the event that the $2.5 million is timely converted on or before January 30, 2015, we will also issue as a bonus, warrants to purchase 1,000,000 shares of common stock, exercisable at $.50 per share over a five year period from the date of issuance.

In consideration of the foregoing, we also hereby grant you the right to lend us up to $3.75 million of optional loans on the same terms and conditions as the original loan described in the preceding paragraph on or before February 15, 2015 and in the event that such optional loan is 100% converted into common stock on or before March 31, 2015, Mobiquity Technologies will also issue additional bonus warrants to you to purchase up to 1,000,000 shares of common stock at an exercise price of 5.50 per share over a five year period from the date of issuance. We also hereby grant you the right to lend us up to $3.75 million of option loans on the same terms and conditions as the original loan described in the preceding paragraph on or before May 15, 2015 and in the event that such optional loan is 100% converted into common stock on or before June 30, 2015, Mobiquity Technologies will also issue additional bonus warrants to you to purchase up to 1,000,000 shares of common stock at an exercise price of $.50 per share over a five year period from the date of issuance. All bonus warrants described in this letter agreement will contain cashless exercise provisions. The 2,000,000 bonus warrants described above in this paragraph assumes full funding of the $7.5 million optional loans and 100% conversion on or before the dates described above. In the event the amount of optional loans is less than an aggregate of $3.75 million converted prior to March 31, 2015 and an additional $3.75 million converted prior to June 30, 2015, then the bonus warrants to purchase an aggregate of 2,000,000 shares described in this paragraph will be proportionately reduced.

All securities issued pursuant to this agreement shall be transferable and assignable to the Permitted Transferees.

For clarity, in the event you convert the $2.5 million of loans on or before January 30, 2015 and fund the $7.5 million at the times described above, subject to our right of acceptance or rejection in our sole discretion and agree to convert 100% of such $7.5 million in the aggregate of additional loans into common stock on or before the dates described above, then Mobiquity Technologies will have issued to you an aggregate of the following: 20 million shares of common stock to you, plus five year warrants to purchase 10 million shares of common stock at an exercise price of $1.00 per share, plus five-year bonus warrants to purchase 3 million shares of common stock at an exercise price of $.50 per share with cashless exercise provisions pertaining to the bonus warrants.

All share and per share amounts set forth above (including shares issuable upon exercise of warrants) are subject to appropriate adjustment for stock splits, stock dividends, combinations, reclassifications and the like. This Agreement represents the entire agreement among the parties and supersedes all verbal and written agreements and understandings. It is also agreed that in the event the full $10 million of funding is provided to us and converted into common stock and warrants, then you shall have the right to nominate for appointment one independent member to the board of directors, which nominee shall be subject to normal background checks.

MOBIQUITY TECHNOLOGIES, INC.

/s/ Dean Julia

Dean L. Julia, Co-CEO

Agreed to and accepted by:

/s/ Carl E. Berg

Carl E. Berg