Agreement to Provide Letter of Credit between Mobiquity Technologies, Inc. and Thomas Arnost
Mobiquity Technologies, Inc. and Thomas Arnost have agreed that Mr. Arnost will provide a $1,350,000 letter of credit as required by a lease amendment with Simon Property Group LP. In return, Mr. Arnost will receive 8% annual interest, payable quarterly in cash or restricted stock, and options to purchase company stock. He may also assign the benefit of the letter of credit to the company at a set conversion price. The letter of credit is backed by the company's ability to draw on a separate credit line if needed.
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:
| 1. | 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 Mr. Arnost.); |
| 2. | 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; |
| 3. | 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:
/s/Thomas Arnost
Thomas Arnost
