exhibit 10. 11 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 convertibles notes at a purchase price of $ 50, 000 per note. each note consists of an unsecured convertible promissory note in the amount of $ 50, 000 ( hereinafter referred to as the “ notes ” ) the notes will be due and payable on june 30, 2022 ( the “ maturity date ” ). the notes will bear interest at the rate of 10 % per annum through the maturity date. the notes are convertible through the maturity date at the option of the subscriber at a conversion price per share equal to a thirty ( 30 % ) percent discount to the sixty ( 60 ) day average closing close from the date of conversion, which shall have a minimum floor price equal to four ( $ 4 ) dollars per share ( minimum “ floor ” is the price per share that shares cannot be converted below ). at the earlier of the maturity date or the date of conversion, subscriber shall be entitled to interest paid in restricted shares of common stock at the rate of 10 % per annum based upon the conversion price per share. for example, if the noteholder elects to convert and the 60 - day average closing price for mobq shares are equal to $ 7. 00 per share, then the conversion price would be equal to 70 % of $ 7. 00 ( 30 % discount ) and would be $ 4. 90. for additional clarity, if the 60 - day average closing price were $ 5. 00 per share, the conversion price would be $ 4. 00 ( “ floor ” ), because 70 % of $ 5. 00 equals $ 3. 50, which is below the minimum floor price. in the event the company elects to prepay the note prior to the maturity date, the company shall provide at least 30 days prior written notice to the subscriber giving the subscriber the opportunity to convert the notes. in the event the notes are not repaid on or before the maturity date, then the principal of the note and the accrued interest shall automatically convert on july 01, 2022 at a conversion price of $ 4. 00 per share. the term “ securities ” shall include the units, notes