The parties hereto acknowledge that this Agreement has been prepared by Ruskin Moscou Faltischek, P.C. (“ RMF ”), counsel for Mobiquity, and that RMF does not represent either of the parties hereto. The parties hereto further acknowledge that RMF has not provided any legal or tax advice or guidance to the parties hereto with respect to the transactions contemplated herein, and that they have been afforded the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereby and they have either done so or elected not to do so. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by the parties hereto. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto.