Exhibit 10.9


 


SUBSCRIPTION AGREEMENT


 


Mobiquity Technologies, Inc.

35 Torrington Lane


Shoreham, NY 11786


 


Ladies and Gentlemen:


 


Mobiquity Technologies, Inc., a New
York corporation (the “Company”) is seeking to raise funds on a “best efforts” basis through the sale of Units
at a purchase price of $100,00,000 per Unit. Each Unit consists of an unsecured Convertible Promissory Note in the amount of $100,000
(hereinafter referred to as the “Notes”) and an origination fee of 5,000 restricted shares of common stock. The Notes will
be due and payable on October 31, 2021 (the “Maturity Date”). The Notes are convertible through the Maturity Date at the option
of the Subscriber at a conversion price of $6.00 per share. Fractional Units shall be accepted by the Company and the origination fee
shares will be issued on a pro-rata basis. For example, if an investor subscribes for one-half unit, the Note will be in the amount of
$50,000 and 2,500 shares will be issued as the origination fee. The term “Securities” shall include the Units, Notes and the
restricted shares of common stock underlying such securities. Each stock certificate shall bear an appropriate restrictive legend.


 


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.


 


1.               
Subscription. The Subscriber hereby subscribes for and agrees to purchase from the Company the dollar amount set forth on
the Signature Page, subject to acceptance by the Company, in whole or in part, in its absolute discretion.


 


2.               
Purchase Procedure. The Subscriber acknowledges that, in order to subscribe for the Notes, it must, and does hereby, deliver
to the Company an executed counterpart of the Signature Page attached to this Agreement and the Subscriber shall wire funds to the Company
pursuant to the following wire instructions:


 


Mobiquity Technologies, Inc.


Capital One Bank


ABA #: 021407912


Acct. #: 7527684646


 


3.               
Representations of Subscriber. By executing this Agreement, the Subscriber represents, warrants, acknowledges and agrees
as follows:


 


3.1              
Such Subscriber acknowledges
that he has received, carefully read and understands in their entirety (i) this Agreement; (ii) the Company’s recent filings under
the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for
its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy
and completeness of the Company’s representations, warranties and covenants made herein, inclusive of the information filed under
the Exchange Act; and (iv) written (or verbal) answers to all questions the Subscriber submitted to the Company regarding an investment
in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents,
offering literature, memorandum or prospectus.


 


 


 


 






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3.2              
Such
Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber
cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions
from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities,
stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on
transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates
for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the
Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to
resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities
laws.


 


3.3              
Such Subscriber (i) is acquiring the Securities solely
for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole
or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign
or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities
unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption
from any such registration is available.


 


3.4              
Such Subscriber understands that an investment in
the Securities involves substantial risks, and Subscriber recognizes and understands the risks relating to the purchase of the Securities,
including the fact that the Subscriber could lose the entire amount of the Subscriber’s investment in the Securities.


 


3.5              
Such Subscriber has substantial investment expertise
in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as
outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is knowledgeable about
the risks associated with the business in which the Company is engaged and has such knowledge and experience in financial and business
matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.


 


3.6              
Subscriber is an “accredited investor,”
as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. If the Subscriber is a natural person, such
Subscriber (i) is a citizen or resident of the country set forth as his permanent address below, (ii) is at least 21 years of age, (iii)
has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in
the Securities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber
represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:


 


a.                
an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding
the value of the Subscriber’s principal residence);


 


b.                
an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s
spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;


 


c.                
a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in
section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment
company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined
in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or
an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which
is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited
investors;


 


 


 


 






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d.                
 a private business development company as
defined in Section 202(a)(22) of the Investment Advisers Act of 1940;


 


e.                
an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


f.                
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;


 


 g.                
 an individual who is a director or executive officer of the Company or




 


h.                
 an entity in which all of the
equity owners are accredited investors.


 


3.7              
Such Subscriber’s investment in the Company
is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment
in the Securities without substantially affecting his present manner or mode of living.


 


3.8              
Such Subscriber understands that (i) the Offering
contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the laws or
regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration
or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory
agency or government department, nor has any such agency or government department made any finding or determination as to the fairness
of the Securities for investment.


 


3.9              
Such Subscriber is aware that the Securities have
not been registered under the Securities Act and that except for a limited public market in the Company’s Common Shares, no established
public market currently exists for the Company’s Common Shares and there can be no assurance that an established market will develop
therefor. The Subscriber has adequate means of providing for the Subscriber's current needs and personal and family contingencies, has
no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.


 


3.10            
Such Subscriber
shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company has determined, upon
the advice of counsel for the Company, that no applicable federal or state securities laws will be violated as a result of such transfer.


 


3.11            
Such Subscriber represents that the Company has
made available all information which Subscriber deemed material to making an informed investment decision in connection with his purchase
of Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship
relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate
the merits and risks of this investment; and that Subscriber has been advised concerning the risks and merits of this investment. Further,
Subscriber acknowledges that the Company has made available to Subscriber the opportunity to ask questions of, and receive answers from
the Company, its officers, directors and other persons acting on its behalf, including Dean L. Julia, Chief Executive Officer of the
Company, and Sean McDonnell, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain
any additional information Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort
or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement,
printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed
to Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities
and in the business in which the Company is engaged.


 


3.12            
The
certificates evidencing the Common Shares as origination shares, accrued interest or upon conversion of the Notes will contain a legend
substantially as follows:


 


THE SECURITIES WHICH ARE REPRESENTED HEREBY
HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH
ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.


 


 


 


 






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3.13            
The Company has not
paid any dividends on its Common Stock since its inception and, by reason of its present financial status and its contemplated financial
requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.


 


3.14            
The Subscriber expressly acknowledges
and understands that, in connection with the offer and sale of the Securities described herein to the Subscriber, the Company is relying
upon the Subscriber's representations and warranties as contained in this Agreement.


 


4.               
Representations of Company. Upon the Company’s receipt and acceptance of payment by the Subscriber hereunder and issuance
of the Common Shares issued as prepaid interest or upon conversion of the Notes, such securities will be duly authorized, fully paid and
nonassessable.


 


5.               
Indemnification. Subscriber hereby agrees to indemnify and hold harmless the Company and the Company's officers, directors,
employees, agents, counsel and affiliates from and against any and all damages, losses, costs, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) which they, or any of them, may incur by reason of the Subscriber's failure to fulfill any of
the terms and conditions of this Agreement or by reason of the Subscriber's breach of any of his representations and warranties contained
herein. This Agreement and the representations and warranties contained herein shall be binding upon the Subscriber's heirs, executors,
administrators, representatives, successors and assigns. THE COMPANY HAS BEEN ADVISED THAT THE INDEMNIFICATION OF THE COMPANY, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, COUNSEL AND AFFILIATES IS DEEMED TO BE VOID AS AGAINST PUBLIC POLICY AND UNENFORCEABLE IN SOME STATES.


 


6.                  
Arbitration Agreement.


 


6.1              
Subscriber represents, warrants and covenants
that any controversy or claim brought directly, derivatively or in a representative capacity by him in his capacity as a present or
former security holder, whether against the Company, in the name of the Company or otherwise, arising out of or relating to any acts
or omissions of the Company, or any security holder or any of their officers, directors, agents, affiliates, associates, employees
or controlling persons (including without limitation any controversy or claim relating to a purchase or sale of the Securities)
shall be submitted to arbitration under the Federal Arbitration Act in accordance with the commercial arbitration rules of the
American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. Any controversy or claim brought by the Company against the Subscriber, whether in his capacity
as present or former security holder of the Company in or against any of the Subscriber's officers, directors, agents, affiliates,
associates, employees or controlling persons shall also be submitted to arbitration under the Federal Arbitration Act in accordance
with the commercial arbitration rules of the AAA and judgment rendered by the arbitrators may be entered in any court having
jurisdiction thereof. In arbitration proceedings under this Section 6, the parties shall be entitled to any and all remedies that
would be available in the absence of this Section 6 and the arbitrators, in rendering their decision, shall follow the substantive
laws that would otherwise be applicable. This Section 6 shall apply, without limitation, to actions arising in connection with the
offer and sale of the Securities contemplated by this Agreement under any Federal or state securities laws.


 


6.2              
The
arbitration of any dispute pursuant to this Section 6 shall be held in New York City.


 


6.3              
Notwithstanding
the foregoing in order to preserve the status quo pending the resolution by arbitration of a claim seeking relief of an injunctive or
equitable nature, any party, upon submitting a matter to arbitration as required by this Section 6, may simultaneously or thereafter
seek a temporary restraining order or preliminary injunction from a court of competent jurisdiction pending the outcome of the arbitration.


 


6.4              
This
Section 6 is intended to benefit the security holders, agents, affiliates, associates, employees and controlling persons of the Company,
each of whom shall be deemed to be a third party beneficiary of this Paragraph 6, and each of whom may enforce this Section 6 to the
full extent that the Company could do so if a controversy or claim were brought against it.


 


 


 


 






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7.               
Applicable Law. This Agreement shall be construed in accordance with and governed by the laws applicable to contracts made
and wholly performed in the State of New York.


 


8.               
Execution in Counterparts. This Agreement may be executed in one or more counterparts.


 


9.               
Persons Bound. This Agreement shall, except as otherwise provided herein, inure to the benefit of and be binding on the
Company and its successors and assigns and on each Subscriber and his respective heirs, executors, administrators, successors and assigns.


 


10.              
Entire Agreement. This Agreement, when accepted by the Company, will constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained. This Agreement may not be modified, changed, waived or terminated other
than by a writing executed by all the parties hereto. No course of conduct or dealing shall be construed to modify, amend or otherwise
affect any of the provisions hereof.


 


11.              
Assignability. The Subscriber acknowledges that he may not assign any of his rights to or interest in or under this Agreement
without the prior written consent of the Company, and any attempted assignment without such consent shall be void and without force or
effect.


 


12.              
Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid, to the address
of each party set forth herein. Any such notice shall be deemed given when delivered personally, telegraphed, telexed or sent by facsimile
transmission or, if mailed, three days after the date of deposit in the United States mails.


 


13.              
Interpretation.


 


13.1            
When the context
in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural, and vice versa,
and masculine words shall include the feminine and neuter genders, and vice versa.


 


13.2            
Captions are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this
Agreement.


 


14.              
Notwithstanding anything herein to the contrary, you and each other party to the Offering (and each affiliate and person acting
on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax
structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended
to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related
to the tax treatment or tax structure of the Offering, (ii) the identities
of participants or potential participants in the Offering, (iii) the existence or status of any negotiations, (iv) any pricing or financial
information (except to the extent such pricing or financial information is related to the tax treatment or tax structure of the Offering),
or (v) any other term or detail not relevant to the tax treatment or the tax structure of the Offering.


 


15.              
CERTIFICATION.
THE SUBSCRIBER CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT
MADE BY THE SUBSCRIBER HEREIN IS TRUE AND COMPLETE.


 


 


 


 


 






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SUBSCRIBER SIGNATURE PAGE


 


The undersigned, desiring to subscribe for the
unsecured Convertible Promissory Notes of Mobiquity Technologies, Inc., as set forth below, acknowledges that he has received and understands
the terms and conditions of the Agreement attached hereto and that he does hereby agree to all the terms and conditions contained therein.


 


IN WITNESS WHEREOF, the undersigned
has hereby executed this Subscription Agreement as of the date written below.


 


Total Dollar Amount of Investment:
$________


Number of Units Purchased: ________

Date of Investment: __________, 2021


 


	Exact name(s) of Subscriber(s) (please print):	 	 
	 	 	 
	 	 	 
	 	 	 
	PLEASE SIGN:	 	 
	 	 	 
	 	 	 
	 	Title if Any:	 
	 	 	 
	Residence or Mailing Address:	 	 
	 	 	 
	 	 	 
	Telephone Numbers (include Area Code):	 	 
	 	 	 
	Social Security or Taxpayer Identification Number(s):	 	 
	 	 	 
	Mailing Address for Correspondence from the Company (if different from above):	 	 
	 	 	 




 


The subscription set forth herein is accepted by Mobiquity Technologies, Inc. for the
dollar amount of investment specified above, as of this__________ day of___________, 2021.


 


		Mobiquity Technologies, Inc.
	 	 
	 	 
		By:	
	 	 	Dean Julia, Chief Executive Officer



 


 


 






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