Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS:


 


A.          Upon the terms and
subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Buyer, and the Buyer has agreed
to purchase, up to Fifteen Million Dollars ($15,000,000) of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), pursuant to Section 1 of the Purchase Agreement (such shares, the “Purchase Shares”),
and (ii) the Company has agreed to issue to the Buyer such number of shares of Common Stock as is required pursuant to Section
4(e) of the Purchase Agreement (the “Commitment Shares”); and


 


B.          To induce the Buyer
to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.          DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.          “Person”
means any person or entity including any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


b.          “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).


 


c.          “Registrable
Securities” means (i) all of the Commitment Shares and (ii) such number of Purchase Shares as reasonably determined by
the Company, which may from time to time be, issued or issuable to the Buyer upon purchases of the Available Amount under the Purchase
Agreement, and any shares of capital stock issued or issuable with respect to the Purchase Shares, the Commitment Shares or
the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event, without regard
to any limitation on purchases under the Purchase Agreement.


 


d.          “Registration
Statement” means a registration statement of the Company covering only the sale of the Registrable Securities.


 






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2.          REGISTRATION.


 


a.          Mandatory Registration.
The Company shall within Ten (10) Business Days from the date hereof file with the SEC the Registration Statement. The Registration
Statement shall register only the Registrable Securities and no other securities of the Company. The Buyer and its counsel shall
have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such Registration Statement
and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably requested by the
Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement or any amendment
declared effective by the SEC as soon as reasonably practicable. Subject to Section 3(e), the Company shall use reasonable best
efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales
of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all of the Registrable
Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on which
the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase Agreement (the “Registration
Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


b.          Rule 424 Prospectus.
The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424
promulgated under the 1933 Act, a prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable
Securities under the Registration Statement. The Buyer and its counsel shall have two (2) Business Days to review and comment upon
such prospectus prior to its filing with the SEC. The Buyer shall use its reasonable best efforts to comment upon such prospectus
within two (2) Business Days from the date the Buyer receives the final version of such prospectus.


 


c.          Sufficient Number
of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Registration Statement or file
a new registration statement (a “New Registration Statement”), so as to cover all such Registrable Securities
as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises. The Company
shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably
practicable following the filing thereof.


 






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3.          RELATED OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Sections 2(a) and (c), including on any New
Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.          The Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration Statement and the
prospectus used in connection with such Registration Statement, as may be necessary to keep the Registration Statement or any
New Registration Statement effective at all times during the Registration Period, subject to Section 3(e) hereof and, during
such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such
Registration Statement. Should the Company file a post-effective amendment to the Registration Statement or a New Registration
Statement, the Company will use its reasonable best efforts to have such filing declared effective by the SEC within forty (40)
consecutive Business Days as of the date of filing, which such period shall be extended for an additional thirty (30) Business
Days if the Company receives a comment letter from the SEC in connection therewith.


 


b.          The Company shall submit
to the Buyer for review and comment any disclosure in the Registration Statement, any New Registration Statement and all amendments
and supplements thereto (other than prospectus supplements that consist only of a copy of a filed Form 10-Q or a Current Report
on Form 8-K or any amendment as a result of the Company’s filing of a document that is incorporated by reference into the
Registration Statement or New Registration Statement) containing information provided by the Buyer for inclusion in such document
and any descriptions or disclosure regarding the Buyer, the Purchase Agreement, including the transaction contemplated thereby,
or this Agreement at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which
Buyer reasonably and timely objects. Upon request of the Buyer, the Company shall provide to the Buyer all disclosure in the Registration
Statement or any New Registration Statement and all amendments and supplements thereto (other than prospectus supplements that
consist only of a copy of a filed Form 10-Q or Current Report on Form 8-K or any amendment as a result of the Company’s filing
of a document that is incorporated by reference into the Registration Statement or New Registration Statement) at least two (2)
Business Days prior to their filing with the SEC, and not file any document in a form to which Buyer reasonably and timely objects.
The Buyer shall use its reasonable efforts to comment upon the Registration Statement or any New Registration Statement and any
amendments or supplements thereto within two (2) Business Days from the date the Buyer receives the final version thereof. The
Company shall furnish to the Buyer, without charge, any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to the Registration Statement or any New Registration Statement.


 


c.          Upon request of the
Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the SEC, at least one copy
of the Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference and all exhibits, (ii) upon the effectiveness of a Registration Statement, a copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Buyer may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Buyer may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by the Buyer.


 






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d.          The Company shall use
reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification is available, the
Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as the Buyer reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify the Buyer who holds Registrable Securities of
the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threat of any proceeding for such purpose. Notwithstanding anything contained
herein to the contrary, the Company shall blue sky the States of Illinois and New York unless directed otherwise by Buyer.


 


e.          As promptly as reasonably
practicable after becoming aware of such event or facts, the Company shall notify the Buyer in writing if the Company has determined
that the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and promptly prepare a prospectus supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and, upon the Buyer’s request, deliver a copy of such prospectus supplement
or amendment to the Buyer. In providing this notice to the Buyer, the Company shall not include any other information about the
facts underlying the Company’s determination and shall not in any way communicate any material nonpublic information about
the Company or the Common Stock to the Buyer. The Company shall also promptly notify the Buyer in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to the Buyer by facsimile or e-mail on the
same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or
related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.


 


f.          The Company shall use
its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration
Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practical time and to notify the
Buyer of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.


 






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g.          The Company shall (i)
cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued
by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such
exchange, or (ii) secure designation and quotation of all the Registrable Securities if the Principal Market (as such term is defined
in the Purchase Agreement) is an automated quotation system. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section.


 


h.          The Company shall cooperate
with the Buyer to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to any Registration Statement and enable such certificates to be in such denominations
or amounts as the Buyer may reasonably request and registered in such names as the Buyer may request.


 


i.          The Company shall at
all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.          If reasonably requested
by the Buyer, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment to the Registration
Statement such information as the Buyer believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment promptly after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement (including
by means of any document incorporated therein by reference).


 


k.          The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate
the disposition of such Registrable Securities.


 


l.          Within one (1) Business
Day after any Registration Statement is ordered effective by the SEC, the Company shall deliver to the Transfer Agent for such
Registrable Securities (with copies to the Buyer) confirmation that such Registration Statement has been declared effective by
the SEC in the form attached hereto as Exhibit A. Thereafter, if reasonably requested by the Buyer, the Company shall deliver
to the Buyer a written confirmation of whether or not the effectiveness of such Registration Statement has lapsed at any time for
any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is currently
effective and available to the Buyer for sale of all of the Registrable Securities.


 


m.          The Company agrees
to take all other reasonable actions as necessary and reasonably requested by the Buyer to expedite and facilitate disposition
by the Buyer of Registrable Securities pursuant to any Registration Statement.


 






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4.          OBLIGATIONS OF THE
BUYER.


 


a.          The Buyer has furnished
to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall
notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration
Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set
forth in Exhibit B, other than changes in its ownership of the Common Stock.


 


b.          The Buyer agrees to
cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments
and supplements to any Registration Statement hereunder.


 


c.          The Buyer agrees that,
upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section
3(f) or any notice of the kind described in the first sentence of 3(e), the Buyer will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which
may be accomplished through electronic delivery) of the copies of the filed supplemented or amended prospectus contemplated by
Section 3(f) or the first sentence of 3(e). In addition, upon receipt of any notice from the Company of the kind described in the
first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless
such purchases or sales are in compliance with applicable U.S. securities laws.. Notwithstanding anything to the contrary, the
Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence
of 3(e) and for which the Buyer has not yet settled.


 


5.          EXPENSES OF REGISTRATION.


 


All reasonable expenses of
the Company, other than sales or brokerage commissions and fees and disbursements of counsel for the Buyer, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing
and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by
the Company.


 






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6.          INDEMNIFICATION.


 


a.          To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each Person, if any, who controls
the Buyer, the members, the directors, officers, partners, employees, agents, representatives of the Buyer and each Person, if
any, who controls the Buyer within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934
Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, (collectively, “Claims”)
reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the
Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation
or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration
Statement or any New Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation
of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus
was timely made available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any
such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or
to the benefit of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e), and the Buyer was promptly advised in writing not to use the
incorrect prospectus prior to the use giving rise to a violation; (C) shall not be available to the extent such Claim is based
on a failure of the Buyer to deliver, or to cause to be delivered, the prospectus made available by the Company, if such prospectus
was theretofore made available by the Company pursuant to Section 3(c) or Section 3(e); and (D) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section
9.


 






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b.          In connection with
the Registration Statement or any New Registration Statement, the Buyer agrees to indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only
to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Buyer set forth
on Exhibit B attached hereto or updated from time to time in writing by the Buyer and furnished to the Company by
the Buyer expressly for use in the Registration Statement or any New Registration Statement or from the failure of the Buyer to
deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available
by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the Buyer will reimburse any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Buyer,
which consent shall not be unreasonably withheld; provided, further, however, that the Buyer shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Buyer as a result of the
sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Buyer pursuant to Section 9.


 


c.          Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be, and upon
such notice, the indemnifying party shall not be liable to the Indemnified Person or Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Person or Indemnified Party in connection with the defense thereof; provided, however,
that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with
any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations
with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without
its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under
this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 






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d.          The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred. Any person receiving a payment pursuant to this Section 6 which
person is later determined to not be entitled to such payment shall return such payment to the person making it.


 


e.          The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


7.          CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8.          REPORTS AND DISCLOSURE
UNDER THE SECURITIES ACTS.


 


With a view to making available
to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may
at any time permit the Buyer to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:


 


a.          make and keep public
information available, as those terms are understood and defined in Rule 144;


 


b.          file with the SEC in
a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company
remains subject to such requirements and the filing of such reports and other documents is required to satisfy the current public
information requirements of Rule 144; and


 


c.          furnish
to the Buyer so long as the Buyer owns Registrable Securities, as promptly as practicable at Buyer’s request, (i) a written
statement by the Company that it has complied in all material respects with the requirements of Rule 144(c)(1)(i) and (ii), and
(ii) such other information, if any, as may be reasonably requested to permit the Buyer to sell such securities pursuant to Rule
144 without registration.


 






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d.          take such additional action as is requested by the Buyer to enable the Buyer to sell the Registrable
Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions
and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise
fully cooperate with the Buyer and the Buyer’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Buyer shall, whether
or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


 9.          ASSIGNMENT OF REGISTRATION RIGHTS.




 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may not assign
its rights under this Agreement without the prior written consent of the Company.


 


10.          AMENDMENT OF REGISTRATION
RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Buyer.


 


11.          MISCELLANEOUS.


 


a.          Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1)
Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


MOBIQUITY TECHNOLOGIES, INC.


600 Old Country Road, Suite
541


Garden City, NY 11530


Telephone: 516-256-7766


Facsimile: 516-256-7805


Attention: Dean L Julia,
Co-Chief Executive Officer


email: djulia@mobiquitytechnologies.com


 






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With a copy (which shall
not constitute notice) to:


Morse & Morse, PLLC


1400 Old Country Road, Ste. 302


Westbury, NY 11590


Telephone: 516-487-1446


Facsimile: 516-487-1452


Attention: Steve Morse


email: Steve@morseandmorse.com


 


If to the Buyer:


Aspire Capital Fund, LLC


155 North Wacker Drive, Suite 1600


Chicago, IL 60606


Telephone: 312-658-0400


Facsimile: 312-658-4005


Attention: Steven G. Martin


email: smartin@aspirecapital.com


 


With a copy to (which shall
not constitute delivery to the Buyer):


Morrison & Foerster LLP


2000 Pennsylvania Avenue, NW, Suite
6000


Washington, DC 20006-1888


Telephone: 202-778-1611


Facsimile: 202-887-0763


Attention: Martin P. Dunn, Esq.


email: mdunn@mofo.com


 


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively. Any party to this Agreement may give any notice or other communication hereunder
using any other means (including messenger service, ordinary mail or electronic mail), but no such notice or other communication
shall be deemed to have been duly given unless it actually is received by the party for whom it is intended.


 


b.          No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 






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c.          The laws of the State
of New York shall governall issues concerning the relative rights of the Company and its stockholders. All other questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State
of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Chicago
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d.          This Agreement,
the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction Documents
supersede all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their
behalf with respect to the subject matter hereof and thereof.


 


e.          Subject to the requirements
of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of
the parties hereto.


 


f.          The headings in this
Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


g.          This Agreement may
be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or pdf (or
other electronic reproduction of a) signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction of
a) signature.


 


h.          Each party shall do
and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.          The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction
will be applied against any party.


 


j.          This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


 


* * * * *


 






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IN WITNESS WHEREOF, the parties have
caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


 


 


THE COMPANY:


 


MOBIQUITY TECHNOLOGIES, INC.


 


By: /s/ Dean Julia                                   


Name: Dean Julia


Title: Co-CEO


 


 


BUYER:


 


ASPIRE CAPITAL FUND, LLC


BY: ASPIRE CAPITAL
PARTNERS, LLC


BY: RED CEDAR CAPITAL CORP.


 


By: /s/ Erik J. Brown                                  


Name: Erik J. Brown


Title: President


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION
STATEMENT


 


[Date]


 


[Transfer Agent]


[Address]


[Address]


Attention: [Contact]


 


RE: MOBIQUITY TECHNOLOGIES, INC.


 


Ladies and Gentlemen:


 


We refer to that certain
Common Stock Purchase Agreement, dated as of March 31, 2014 (the “Purchase Agreement”), entered into by and
between MOBIQUITY TECHNOLOGIES, INC., a New York corporation (the “Company”) and ASPIRE CAPITAL FUND,
LLC (the “Buyer”) pursuant to which the Company has agreed to issue to the Buyer shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), in an amount up to Fifteen Million Dollars ($15,000,000),
in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase
Agreement, the Company has registered with the U.S. Securities and Exchange Commission (the “SEC”) the sale
by the Buyer of the following shares of Common Stock:


 


		(1)	up to [Total # of Purchase Shares, including Initial Purchase Shares] shares of Common Stock
to be issued upon purchase from the Company by the Buyer from time to time (the “Purchase Shares.”); and
	 	 	 
	 	(2)	___________
shares of Common Stock which have been issued to the Buyer as a commitment fee (the “Commitment Shares”).




  


In connection with the transactions contemplated
by the Purchase Agreement, the Company has filed a registration statement on Form S-1 (File No. 333_________) (the “Registration
Statement”) with the SEC relating to the sale by the Buyer of the Purchase Shares and the Commitment Shares. Accordingly,
we advise you that (i) the SEC has entered an order declaring the Registration Statement effective under the Securities Act of
1933 Act (the “1933 Act”) at ___ [A./P.]M. on __________, 201_, (ii) we have no knowledge, after telephonic inquiry
of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings
for that purpose are pending before, or threatened by, the SEC and (iii) the Purchase Shares and the Commitment Shares are available
for sale under the 1933 Act pursuant to the Registration Statement. Accordingly, and in reliance on certain covenants made by the
Buyer regarding the manner of sale of the Shares, certificates representing the Shares may be issued without any restrictive legend.


 


Very truly yours,


 


By: ____________________


[Company Counsel or Officer]


CC: Aspire Capital Fund, LLC


 






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EXHIBIT B


 


Information About The Buyer Furnished To
The Company By The Buyer


Expressly For Use In Connection With The
Registration Statement and Prospectus


 


Aspire Capital Partners, LLC is the managing
member of Aspire Capital Fund, LLC. SGM Holdings Corp. is the managing member of Aspire Capital Partners, LLC. Steven G. Martin
is the president and sole shareholder of SGM Holdings Corp. Erik J. Brown is a principal of Aspire Capital Partners, LLC. Christos
Komissopoulos is a principal of Aspire Capital Partners, LLC. Each may be deemed to have shared voting and investment power over
shares owned by Aspire Capital Fund, LLC. Each of Aspire Capital Partners, LLC, SGM Holdings Corp., Mr. Martin, Mr. Brown and Mr.
Komissopoulos disclaim beneficial ownership of the shares of common stock held by Aspire Capital Fund, LLC. Aspire Capital is not
a licensed broker dealer or an affiliate of a licensed broker dealer.


 


Plan of Distribution


 


The common stock may be sold or distributed
from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who
may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at
negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected
in one or more of the following methods:


		·	ordinary brokers’ transactions;



		·	transactions involving cross or block trades;



		·	through brokers, dealers, or underwriters who may act solely as agents;



		·	“at the market” into an existing market for the common
stock;



		·	in other ways not involving market makers or established business
markets, including direct sales to purchasers or sales effected through agents;



		·	in privately negotiated transactions; or



		·	any combination of the foregoing.



 


In order to comply with the securities laws
of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in
certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption
from the registration or qualification requirement is available and complied with.


 


The selling stockholder may also sell shares
of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition,
the selling stockholder may transfer the shares of common stock by other means not described in this prospectus.


 


Brokers, dealers, underwriters, or agents participating
in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from
the selling stockholder and/or purchasers of the common stock for whom the broker-dealers may act as agent. Aspire Capital has
informed us that each such broker-dealer will receive commissions from Aspire Capital which will not exceed customary brokerage
commissions.


 






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The selling stockholder and its affiliates
have agreed not to engage in any direct or indirect short selling or hedging of our common stock during the term of the Purchase
Agreement.


 


The selling stockholder is an “underwriter”
within the meaning of the Securities Act.


 


We have advised the selling stockholder that
while it is engaged in a distribution of the shares included in this prospectus, it is required to comply with Regulation M promulgated
under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the selling stockholder,
any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing,
or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security
in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby
this prospectus.


 


We may suspend the sale of shares by the selling
stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required
to be supplemented or amended to include additional material information.


 


This offering as it relates to Aspire Capital
will terminate on the date that all shares offered by this prospectus have been sold by Aspire Capital.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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