8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 28, 2017

QUOTEMEDIA, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 0-28599

Nevada

(State or other jurisdiction of incorporation or organization)

91-2008633

(IRS Employer Identification Number)

17100 East Shea Blvd.

Suite 230

Fountain Hills, AZ

(Address of principal executive offices)

85268

(Zip Code)

(480) 905-7311

(Issuer’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into Material Definitive Agreements

On December 28, 2017, QuoteMedia, Inc. (the “Company”) entered into a Debt Exchange Agreement, by and among the Company, Bravenet Web Services, Inc. (“Bravenet”), and Harrison Avenue Holdings Ltd. (“Harrison”), pursuant to which, among other things, Bravenet and Harrison agreed to exchange an aggregate of $3,192,116 of indebtedness of the Company held by Bravenet and Harrison in exchange for (a) 127,685 shares of a newly created class of preferred stock designated as Series A Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), and (b) warrants to purchase up to 4,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at an exercise price equal to $0.10 per share (the “Debt Exchange Common Stock Warrants”). David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of the Company, a member of the Company’s board of directors, is a control person of Bravenet and Harrison. On December 28, 2017, the Company also entered into a Debt Forgiveness Agreement, by and among the Company, Bravenet, and Harrison, pursuant to which, among other things, Bravenet and Harrison agreed to forgive an aggregate of $1,157,752 of indebtedness of the Company held by Bravenet and Harrison in exchange for $1.00.

On December 28, 2017, the Company also entered into a Compensation Agreement with David M. Shworan, pursuant to which, among other things, the Company will issue to Shworan (a) a warrant to purchase up to 1,250 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share (the “Preferred Stock Warrant”), (b) a warrant to purchase up to 382,243 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share (the “Liquidity Preferred Stock Warrant”), and (c) a warrant to purchase up to 4,000,000 shares of Common Stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds) (the “Common Stock Warrant”). In addition, provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on each of January 1, 2018 and 2019, the Company will at that time issue to Mr. Shworan a warrant to purchase up to 15,000 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share. Finally, provided that Mr. Shworan is employed by or otherwise providing services to the Company or its subsidiaries on January 1, 2020, the Company shall pay Mr. Shworan a base salary at the annual rate of $350,000 during the term of his employment or service with the Company and its subsidiaries.

The foregoing description of the Debt Exchange Agreement, Debt Exchange Common Stock Warrants, Debt Forgiveness Agreement, Compensation Agreement, Preferred Stock Warrant, Liquidity Preferred Stock Warrant, and Common Stock Warrant and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Debt Exchange Agreement, Debt Exchange Common Stock Warrants, Debt Forgiveness Agreement, Compensation Agreement, Preferred Stock Warrant, Liquidity Preferred Stock Warrant, and Common Stock Warrant, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively.

The Series A Preferred Stock carries no dividend rights and has a redemption, exchange and liquidation value of $25 per share. The Series A Preferred Stock is convertible into Common Stock at any time following the date the closing price of a share of Common Stock on a securities exchange or actively traded over-the-counter market has exceeded $0.30 for ninety (90) consecutive trading days, into shares of Common Stock at the rate of 83.33 shares of Common Stock for one share of Series A Preferred Stock.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designation of Series A Redeemable Convertible Preferred Stock, which is attached hereto as Exhibit 3.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As described in Item 1.01, (a) under the terms of the Debt Exchange Agreement, the Company issued and sold shares of Series A Preferred Stock and issued the Debt Exchange Common Stock Warrants to Bravenet and Harrison, and (b) under the terms of the Compensation Agreement, the Company issued the Preferred Stock Warrant, the Liquidity Preferred Stock Warrant, and the Common Stock Warrant to Mr. Shworan. The issuance and sale of the shares of Series A Preferred Stock and the issuance of the above-described warrants by the Company to Bravenet, Harrison, and Shworan was made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 2, 2018, the Company issued a press release relating to the items described in this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits

3.1	Certificate of Designation of Series A Redeemable Convertible Preferred Stock
10.1	Debt Exchange Agreement
10.2	Debt Exchange Common Stock Warrants - Bravenet
10.3	Debt Exchange Common Stock Warrants - Harrison
10.4	Debt Forgiveness Agreement
10.5	Compensation Agreement
10.6	Preferred Stock Warrant
10.7	Liquidity Preferred Stock Warrant
10.8	Common Stock Warrant
99.1	Press release, dated January 2, 2018

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUOTEMEDIA, INC.
Dated: January 2, 2018	By:	/s/ R. Keith Guelpa
		R. Keith Guelpa,
		President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Keith J. Randall
		Keith J. Randall,
		Chief Financial Officer
		(Principal Accounting Officer)

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EX-3.1

EXHIBIT 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

OF

QUOTEMEDIA, INC.

Pursuant to Nevada Revised Statutes 78.1955, the undersigned, being the Chief Executive Officer of QuoteMedia, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the following resolutions were duly adopted on December 27, 2017, by the board of directors (the “Board of Directors”) of the Corporation, for the purposes of establishing a class of the Corporation’s authorized Preferred Stock, $0.001 par value per share (“Preferred Stock”), to be designated as Series A Redeemable Convertible Preferred Stock, and fixing the relative rights and preferences thereof:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Corporation’s Second Amended and Restated Articles of Incorporation, as amended, a series of Preferred Stock, par value $0.001 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof, and the voting and other powers, preferences, and relative, participating, optional, or other rights of the shares of such series, and the qualifications, limitations, and restrictions thereof, are as follows:

1. Designation. A total of 550,000 shares of the Corporation’s Preferred Stock shall be designated as “Series A Redeemable Convertible Preferred Stock.” As used herein, the term “Preferred Stock” used without references to the Series A Redeemable Convertible Preferred Stock means the shares of Series A Redeemable Convertible Preferred Stock and the shares of series of authorized Preferred Stock of the Corporation issued and designated from time to time by a resolution or resolutions of the Board of Directors, share for share alike and without distinction as to class or series, except as otherwise expressly provided for in this Certificate of Incorporation or as the context otherwise requires.

2. Dividends. The Series A Redeemable Convertible Preferred Stock has no dividend rights.

3. Liquidation, Dissolution, or Winding Up.

(a) Treatment at Sale, Liquidation, Dissolution, or Winding Up. In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment is made to any holders of any shares of Common Stock, the holders of shares of Series A Redeemable Convertible Preferred Stock shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of the Corporation’s capital stock whether such assets are capital, surplus, or earnings, an amount equal to $25.00 per share of Series A Redeemable Convertible Preferred Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving the Series A Redeemable Convertible Preferred Stock) (such amount, as so determined, is referred to herein as the “Series A Liquidation Value” with respect to such shares). After payment has been made to the holders of the Series A Redeemable Convertible Preferred Stock of the full liquidation preference to which such holders shall be entitled as aforesaid, the remaining assets shall be distributed among the holders of Common Stock.

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(b) Insufficient Funds. If upon such liquidation, dissolution, or winding up the assets or surplus funds of the Corporation to be distributed to the holders of shares of Series A Redeemable Convertible Preferred Stock shall be insufficient to permit payment to such respective holders of the full Series A Liquidation Value, then the assets available for payment or distribution to such holders shall be allocated among the holders of the Series A Redeemable Convertible Preferred Stock, pro rata, in proportion to the full respective preferential amounts to which each such holder of Series A Redeemable Convertible Preferred Stock is otherwise entitled to receive.

(c) Certain Transactions Treated as Liquidation. For purposes of this Section 3, (a) the sale of all, or substantially all, of the Company’s consolidated assets in any single transaction or series of related transactions to any person who, prior to the occurrence of a Liquidity Event, does not own in excess of five percent (5%) of the Common Stock on a fully diluted basis, who is not controlling, controlled by or under common control with any such five percent (5%) owner of the Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such five percent (5%) owner of the Common Stock (such person, an “Independent Third Party”) or group of affiliated Independent Third Parties; (b) the sale or issuance, or series of related sales or issuances, of Common Stock possessing the ordinary voting power (on a fully diluted basis) to elect a majority of the Board of Directors to an Independent Third Party or a group of affiliated Independent Third Parties; and/or (c) any merger or consolidation of the Company with or into an Independent Third Party (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation the holders of the Company’s voting securities (on a fully diluted basis) immediately prior to the merger or consolidation own voting securities of the surviving or resulting corporation or other business entity representing less than a majority of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully diluted basis) (other than a mere re-incorporation transaction) (any such transaction, a “Liquidity Event”) shall be treated as a liquidation, dissolution, or winding up of the Corporation and shall entitle the holders of Series A Redeemable Convertible Preferred Stock to receive the amount that would be received in a liquidation, dissolution, or winding up pursuant to Section 3(a) hereof, if the holders of at least 50% of the then outstanding shares of Series A Redeemable Convertible Preferred Stock so elect by giving written notice thereof to the Corporation at least three (3) days before the effective date of such event. The Company will provide the holders of Series A Redeemable Convertible Preferred Stock with notice of all transactions which are to be treated as a liquidation, dissolution, or winding up pursuant to this Section 3(c) twenty (20) days prior to the record date or effective date relating to such transaction.

(d) Distributions of Property. Whenever the distribution provided for in this Section 3 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors, unless the holders of 50% or more of the then outstanding shares of Series A Redeemable Convertible Preferred Stock request, in writing, that an independent appraiser perform such valuation, then by an independent appraiser selected by the Board of Directors and reasonably acceptable to 50% or more of the holders of Series A Redeemable Convertible Preferred Stock.

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4. Voting Rights.

(a) General. The holders of Series A Redeemable Convertible Preferred Stock are not entitled to voting rights by virtue of their ownership of Series A Redeemable Convertible Preferred Stock.

(b) Protective Provision. At any time when shares of Series A Redeemable Convertible Preferred Stock are outstanding, the Corporation shall not, without (in addition to any other vote required by law or the Corporation’s Articles of Incorporation) the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Redeemable Convertible Preferred Stock (such consent not to be unreasonably withheld, delayed or conditioned), given in writing or by vote at a meeting, consenting or voting (as the case may be) together as a single class on an as-converted to Common Stock basis, effect any Liquidity Event where the cash consideration to be received by the holders of Series A Redeemable Convertible Preferred Stock is less than 60% of the total consideration to be received by such holders in the Liquidity Event.

5. Conversion Rights. Subject to Section 5(g) below, the holders of Series A Redeemable Convertible Preferred Stock shall have the right to convert their shares of Series A Redeemable Convertible Preferred Stock, at any time following the date the closing price of a share of Common Stock on a securities exchange or actively traded over-the-counter market has exceeded $0.30 for ninety (90) consecutive trading days, into shares of Common Stock at the rate of 83.33 shares of Common Stock for one share of Series A Redeemable Convertible Preferred Stock (the “Conversion Ratio”).

(a) Mechanics of Conversion. Before any holder of Series A Redeemable Convertible Preferred Stock may elect to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the offices of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that the holder elects to convert the same and shall state therein the number of shares to be converted and the name or names in which it wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Redeemable Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(b) Adjustment for Reclassification, Exchange, and Substitution. If at any time or from time to time after the date upon which the first share of Series A Redeemable Convertible Preferred Stock was issued by the Corporation (the “Original Issue Date”), the shares of Common Stock issuable upon the conversion of the Series A Redeemable Convertible Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or otherwise (other than by a Common Stock Event (as hereinafter defined) or a stock dividend or distribution provided for elsewhere in this Section 5), then, in any such event, each holder of Series A Redeemable Convertible Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change by a holder of the number of shares of Common Stock into which such shares of Series A Redeemable Convertible Preferred Stock could have been converted immediately prior to such recapitalization, reclassification, reorganization, merger, exchange, consolidation, sale of assets or other change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

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(c) Adjustment Upon Common Stock Event. In the event that a Common Stock Event occurs at any time or from time to time after the Original Issue Date, the Conversion Ratio in effect immediately prior to such event shall, simultaneously with the occurrence of such Common Stock Event, be proportionately decreased or increased, as appropriate. The Conversion Ratio shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event.

(d) Common Stock Event. As used herein, the term “Common Stock Event” shall mean: (1) the declaration or payment of any dividend or other distribution on the Common Stock, without consideration, payable to one or more stockholders in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock; (2) a subdivision (by stock split, reclassification or otherwise) of the outstanding shares of Common Stock into a greater number of shares of Common Stock; or (3) a combination or consolidation (by reverse stock split) of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

(e) No Issuance of Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the conversion of shares of Series A Redeemable Convertible Preferred Stock. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of Series A Redeemable Convertible Preferred Stock, the Corporation shall round up to the next whole share of Common Stock issuable upon the conversion of shares of Series A Redeemable Convertible Preferred Stock. The determination as to whether any fractional shares of Common Stock shall be rounded up shall be made with respect to the aggregate number of shares of Series A Redeemable Convertible Preferred Stock being converted at any one time by any holder thereof, not with respect to each share of Series A Redeemable Convertible Preferred Stock being converted.

(f) Partial Conversion. In the event some but not all of the shares of Series A Redeemable Convertible Preferred Stock represented by a certificate(s) surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Series A Redeemable Convertible Preferred Stock which were not converted.

(g) Reservation of Common Stock. No holder of Series A Redeemable Convertible Preferred Stock may exercise its rights to convert such Series A Redeemable Convertible Preferred Stock into Common Stock pursuant to this Section 5 unless the Corporation has available authorized but unissued shares of Common Stock. The Corporation shall use commercially reasonable efforts, as soon as practicable following the Original Issue Date, to reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Redeemable Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Redeemable Convertible Preferred Stock (including any shares of Series A Redeemable Convertible Preferred Stock represented by any warrants, options, subscription, or purchase rights for Series A Redeemable Convertible Preferred Stock).

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6. Redemption. All or any portion of the outstanding shares of Series A Redeemable Convertible Preferred Stock may be redeemed at any time by the Corporation at the Series A Liquidation Value by providing to the holders of Series A Redeemable Convertible Preferred Stock prior written notice of no less than seven (7) calendar days (the “Redemption Notice”); provided, however, the holders of Series A Redeemable Convertible Preferred Stock may, subject to Section 5, elect to convert their shares of Series A Redeemable Convertible Preferred Stock into shares of Common Stock in accordance with Section 5 by providing written notice of such election within seven (7) calendar days after delivery of the Redemption Notice.

7. Registration of Transfer. The Corporation will keep at its principal office a register for the registration of shares of Series A Redeemable Convertible Preferred Stock. Upon the surrender of any certificate representing shares of Series A Redeemable Convertible Preferred Stock at such place, the Corporation will, at the request of the record holders of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefore representing the aggregate number of shares of Series A Redeemable Convertible Preferred Stock represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of Series A Redeemable Convertible Preferred Stock as is required by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

8. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction, or mutilation of any certificate evidencing shares of Series A Redeemable Convertible Preferred Stock, and in the case of any such loss, theft, or destruction, upon receipt of an unsecured indemnity from the holder reasonably satisfactory to the Corporation or, in the case of such mutilation upon surrender of such certificate, the Corporation will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Series A Redeemable Convertible Preferred Stock represented by such lost, stolen, destroyed, or mutilated certificate and dated the date of such lost, stolen, destroyed, or mutilated certificate.

9. Notices. Except as otherwise expressly provided herein, any notice required by the provisions of this Certificate shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile (upon customary confirmation of receipt) if sent during normal business hours of the recipient; if not, then on the next business day, (c) two (2) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, with written verification of receipt. All notices shall be addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

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IN WITNESS WHEREOF, this Certificate of Designation has been executed on behalf of the Corporation by its Chief Executive Officer this 28^th day of December, 2017.

By:	/s/ R. Keith Guelpa
	R. Keith Guelpa
	Chief Executive Officer
By:	/s/ Keith J. Randall
	Keith J. Randall,
	Chief Financial Officer
	(Principal Accounting Officer)

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EX-10.1

EXHIBIT 10.1

DEBT EXCHANGE AGREEMENT

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 28^th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the “Company”), and (ii) Bravenet Web Services, Inc. (“Bravenet”) and Harrison Avenue Holdings Ltd. (“Harrison,” and together with Bravenet, the “Debt Holders”).

RECITALS

A. The Debt Holders hold outstanding debt of the Company and certain related parties as described and in such amounts as set forth on Exhibit A attached hereto (collectively, the “Debt”).

B. The Debt Holders desire to exchange all of the Debt for (i) shares of the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and (ii) a warrant to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), upon and subject to the terms and conditions set forth in this Agreement.

C. The Company desires to exchange shares of its Series A Preferred Stock and a warrant to purchase shares of its Common Stock for all of the Debt, upon and subject to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

ARTICLE I - EXCHANGE; CLOSING

1.1 Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Section 1.2 hereof:

(a) Surrender and Cancellation of Debt. Each of the Debt Holders shall surrender, forfeit, and deliver to the Company all of the Debt held by such Debt Holder in its entirety and any and all rights, titles, and interests that such Debt Holder has therein and thereto, free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever (“Liens”). All of the Debt shall be cancelled in its entirety and shall no longer be outstanding for any purpose, and none of the Debt Holders shall have any rights or benefits, and the Company shall have no obligation to any Debt Holder, under or pursuant to any of the Debt.

(b) Issuance of Series A Preferred Stock and Common Stock Warrants. In exchange for the surrender, forfeiture, and cancellation of the Debt pursuant to Section 1.1(a), the Company shall issue to each Debt Holder (i) such number of shares of the Company’s Series A Preferred Stock set forth opposite the name of such Debt Holder on Exhibit A attached hereto (the “Preferred Shares”), and (ii) a warrant to purchase such number of shares of Common Stock set forth opposite the name of such Debt Holder on Exhibit A attached hereto, at an exercise price equal to $0.10 per share, in the form of Exhibit B attached hereto (the “Warrant”). The Preferred Shares shall be subject to, and shall have the rights and privileges set forth in, the Certificate of Designations in respect of the Company’s Series A Redeemable Convertible Preferred Stock in the form attached hereto as Exhibit C (the “Certificate of Designations”).

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1.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall be held via the electronic exchange of signature pages between the parties at 10:00 a.m., Phoenix Time, on the date hereof or as otherwise agreed to by the parties in writing. The date upon which the Closing occurs is hereinafter referred to as the “Closing Date.” The Closing shall be deemed completed as of 11:59 p.m., Phoenix time, on the day prior to the Closing Date.

1.3 Deliveries by the Company. At the Closing, the Company shall deliver to each Debt Holder (a) a stock certificate evidencing the number of Preferred Shares set forth opposite the name of such Debt Holder on Exhibit A attached hereto, and (b) a Warrant exercisable for the number of shares of Common Stock set forth opposite the name of such Debt Holder on Exhibit A attached hereto.

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each Debt Holder that:

2.1 Corporate Existence and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and the Company has the corporate power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

2.2 Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

2.3 No Company Defaults or Consents. Neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will:

(a) violate or conflict with any of the terms, conditions or provisions of the charter or bylaws of the Company;

(b) violate any Legal Requirements applicable to the Company;

(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material contract or material permit binding upon or applicable to the Company;

(d) result in the creation of any Lien on any properties or assets of the Company; or

(e) require the Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

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2.4 Valid Issuance of Preferred Shares. Upon issuance to the Debt Holders at the Closing, the Preferred Shares will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully paid and nonassessable, free and clear of any Liens (other than those arising by or through the Debt Holder receiving such shares) and shall be entitled to the rights and preferences set forth in the Certificate of Designations. The issuance by the Company of the Preferred Shares is exempt from registration under the Securities Act of 1933 and state securities laws.

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE DEBT HOLDERS

Each Debt Holder hereby represents and warrants to the Company that:

3.1 Corporate Existence and Qualification. If such Debt Holder is not a natural person, such Debt Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, as applicable; and such Debt Holder has the power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

3.2 Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by such Debt Holder and such Debt Holder has all requisite power and legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all action necessary on behalf of such Debt Holder. This Agreement constitutes the legal, valid and binding obligation of such Debt Holder, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.3 No Default or Consents. Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:

(a) if such Debt Holder is not a natural person, violate or conflict with any of the terms, conditions or provisions of such Debt Holder’s charter, organizational and/or governing documents;

(b) violate any Legal Requirements applicable to such Debt Holder;

(c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material contract or material permit applicable to such Debt Holder;

(d) result in the creation of any Lien on any property or asset of such Debt Holder; or

(e) require such Debt Holder to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

3.4 Title. Such Debt Holder has good and marketable title to the Debt to be surrendered, forfeited, cancelled and exchanged by such Debt Holder pursuant to this Agreement, free and clear of any and all Liens. Such Debt Holder has the authority to surrender, forfeit, transfer, exchange, and deliver such Debt.

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3.5 Investor Representations.

(a) Such Debt Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated hereby and is consummating the transactions contemplated hereby with a full understanding of all of the terms, conditions, and risks and willingly assumes those terms, conditions, and risks.

(b) Such Debt Holder has made its own decision to consummate the transactions contemplated hereby based on its own independent review and consultations with such investment, legal, tax, accounting, and other advisers as it deemed necessary. Such Debt Holder has made its own decision concerning the transactions contemplated hereby without reliance on any representation or warranty of, or advice from, the Company or any other person.

(c) Such Debt Holder acknowledges and understands that the Company possesses material non-public information not known to such Debt Holder that may impact the value of the Debt (the “Information”) that the Company is unable to disclose to such Debt Holder, including, without limitation, information received by principals and employees of the Company in their capacities as directors, officers, significant stockholders, and/or Affiliates of the Company. Such Debt Holder understands, based on its experience, the disadvantage to which it is subject due to the disparity of information between such Debt Holder and the Company. Notwithstanding this, such Debt Holder has deemed it appropriate to engage in the transactions contemplated hereby.

(d) Such Debt Holder agrees that the Company and its Affiliates, principals, stockholders, partners, employees, and agents shall have no liability to such Debt Holder or, as applicable, its grantor or beneficiaries, whatsoever due to or in connection with the Company’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated hereby, and such Debt Holder hereby irrevocably waives any claim that it might have based on the failure of the Company to disclose the Information.

(e) Such Debt Holder acknowledges and agrees that the Company is relying on such Debt Holder’s representations, warranties, and agreements herein as a condition to proceeding with the transactions contemplated hereby. Without such representations, warranties, and agreements, the Company would not engage in the transactions contemplated hereby.

(f) Such Debt Holder understands and acknowledges that the Preferred Shares and Warrants will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing the Preferred Shares and Warrants as a printed or electronic legend, and the Debt Holder agrees to comply with such resale restrictions. The Debt Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Debt Holder, is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Debt Holder or, if applicable, the disclosed principal, with the applicable resale restrictions.

3.6 No Additional Representations. Each Debt Holder acknowledges that neither the Company nor any other person (including, without limitation, any director, shareholder, officer, employee, agent or affiliate of the Company) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company except as expressly set forth in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF THE ASSETS, LIABILITIES OR OPERATIONS OF THE COMPANY, AND EACH DEBT HOLDER EXPRESSLY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. ANY AND ALL PRIOR REPRESENTATIONS AND WARRANTIES MADE BY ANY PARTY OR ITS REPRESENTATIVES, WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN MERGED INTO THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR REPRESENTATIONS OR WARRANTIES SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

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ARTICLE IV – POST-CLOSING REPURCHASE RIGHTS

4.1 Repurchase of Preferred Shares.

(a) FY 2018. Within fifteen (15) days following the Company’s filing of its quarterly or annual reports (such reports, the “SEC Reports”) with the U.S. Securities and Exchange Commission (the “SEC”) covering each of the four (4) fiscal quarters in the year ending December 31, 2018, if the cash balance of the Company as reported in any such SEC Reports at the end of any such fiscal quarter exceeds $350,000, the Debt Holders may deliver a written request (a “Repurchase Election”) to the Company that up to an aggregate of 600 Preferred Shares be repurchased at the Series A Liquidation Value (as such term is defined in the Certificate of Designations) (with any such Debt Holder entitled to its pro rata share of such aggregate amount). Upon the receipt of any such Repurchase Election, the Company shall, to the extent it may lawfully do so, repurchase the number of Preferred Shares specified in such Repurchase Election within thirty (30) days after the Company’s receipt of any such Repurchase Election.

(b) FY 2019. Within fifteen (15) days following the Company’s filing of its SEC Reports with the SEC covering each of the four (4) fiscal quarters in the year ending December 31, 2019, if the cash balance of the Company as reported in any such SEC Reports at the end of any such fiscal quarter exceeds $375,000, the Debt Holders may deliver a Repurchase Election to the Company that up to an aggregate of 800 Preferred Shares be repurchased at the Series A Liquidation Value (as such term is defined in the Certificate of Designations) (with any such Debt Holder Stock entitled to its pro rata share of such aggregate amount). Upon the receipt of any such Repurchase Election, the Company shall, to the extent it may lawfully do so, repurchase the number of Preferred Shares specified in such Repurchase Election within thirty (30) days after the Company’s receipt of any such Repurchase Election.

(c) FY 2020 and Subsequent Years. Within fifteen (15) days following the Company’s filing of its SEC Reports with the SEC covering each of the four (4) fiscal quarters in the years ending December 31, 2020 and each of the four (4) fiscal quarters in any subsequent fiscal year, if the cash balance of the Company as reported in any such SEC Reports at the end of any such fiscal quarter exceeds $400,000, the Debt Holders may deliver a Repurchase Election to the Company that up to an aggregate of 1,000 Preferred Shares be repurchased at the Series A Liquidation Value (as such term is defined in the Certificate of Designations) (with any such Debt Holder entitled to its pro rata share of such aggregate amount). Upon the receipt of any such Repurchase Election, the Company shall, to the extent it may lawfully do so, repurchase the number of Preferred Shares specified in such Repurchase Election within thirty (30) days after the Company’s receipt of any such Repurchase Election.

ARTICLE V - MISCELLANEOUS

5.1 Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such documents, and take such other action, as shall be reasonably requested by any other party hereto to carry out the transactions contemplated by this Agreement.

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5.2 Costs and Expenses. Each of the parties to this Agreement shall bear his or its own expenses incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby (the “Transaction Expenses”); provided, however, the Company agrees to pay and be responsible for the Debt Holder’s Transaction Expenses related to the Debt Holder’s tax advisors and legal advisors, well as the reasonable Transaction Expenses related to the removal of resale restrictions of the securities issued hereunder under Canadian tax law.

5.3 Governing Law. The provisions of this agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Nevada (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each party hereto irrevocably submits to the jurisdiction of the state and federal courts located in Maricopa County, Arizona, in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

5.4 Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless such supplement, modification or waiver shall be in writing signed by the Company and each Debt Holder. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

5.5 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE DEBT HOLDERS:	__________________________
	__________________________
	__________________________
	Attn.: _____________________
	Email: _____________________

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Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

5.6 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns; but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any party hereto without the prior written consent of the other party. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

5.7 Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver of its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights and remedies a party may have by law, statute or otherwise.

5.8 Exhibits and Schedules. The exhibits and schedules referred to herein are attached hereto and incorporated herein by this reference.

5.9 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.10 References and Construction. Whenever required by the context, and is used in this Agreement, the singular number shall include the plural and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification the person may require. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties acknowledge that it has been represented by an attorney in connection with the preparation and execution of this Agreement.

5.11 Survival. Any provision of this Agreement which contemplates performance or the existence of obligations after the Closing Date, and any and all representations and warranties set forth in this Agreement, shall not be deemed to be merged into or waived by the execution and delivery of the instruments executed at the Closing, but shall expressly survive Closing and shall be binding upon the party or parties obligated thereby in accordance with the terms of this Agreement, subject to any limitations expressly set forth in this Agreement.

5.12 Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including reasonable attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

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ARTICLE VI - DEFINITIONS

Capitalized terms used in this Agreement are used as defined in this Article V or elsewhere in this Agreement.

6.1 Affiliate. The term “Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person. The term “control” as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

6.2 Governmental Authorities. The term “Governmental Authorities” shall mean any nation or country (including but not limited to the United States) and any commonwealth, territory or possession thereof and any political subdivision of any of the foregoing, including but not limited to courts, departments, commissions, boards, bureaus, agencies, ministries or other instrumentalities.

6.3 Legal Requirements. The term “Legal Requirements,” when described as being applicable to any person, shall mean any and all laws (statutory, judicial or otherwise), ordinances, regulations, judgments, orders, directives, injunctions, writs, decrees or awards of, and any contracts with, any Governmental Authority, in each case as and to the extent applicable to such person or such person’s business, operations or properties.

6.4 person. The term “person” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any governmental or political subdivision or any agency, department or instrumentality thereof.

EXECUTED as of the date first written above.

COMPANY: QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President
DEBT HOLDERS: BRAVENET WEB SERVICES, INC.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President
HARRISON AVENUE HOLDINGS LTD.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President

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EXHIBIT A

DEBT

DESCRIPTION OF DEBT:

Bravenet Web Services, Inc. -- $2,657,493.00

Harrison Avenue Holdings Ltd. -- $534,623.00

SCHEDULE OF DEBT HOLDERS:

Debt Holder (Name and Address)	Number of Preferred Shares		Number of Shares of Common Stock Underlying Warrant
Bravenet Web Services, Inc.		106,300		1,480,000
Harrison Avenue Holdings Ltd.		21,385		2,520,000
Total		127,685		4,000,000

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EXHIBIT B

FORM OF WARRANT – SEE EXHIBITS 10.2 AND 10.3

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EXHIBIT C

FORM OF CERTIFICATE OF DESIGNATIONS – SEE EXHIBIT 3.1

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EX-10.2

EXHIBIT 10.2

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THIS WARRANT WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE WARRANT AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.

Warrant No. C-1	Number of Shares: 1,480,000
Date of Issuance: December 28, 2017	(subject to adjustment)

QUOTEMEDIA, INC.

Common Stock Warrant

QuoteMedia, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that Bravenet Web Services, Inc. or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below (including, without limitation, Section 7), to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), 1,480,000 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), at an exercise price of $0.10 per share. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

This Warrant is issued in connection with that certain Debt Exchange Agreement, dated as of the date hereof, by and among the Company, the Registered Holder and the other Debt Holder named therein.

1. Exercise.

(a) Manner of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form attached hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

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(b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(c) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), and subject to the approval of the Company, the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to such Registered Holder a number of shares of Common Stock computed using the following formula:

X = Y (A - B)

          A

Where	X =	The number of shares of Common Stock to be issued to the Registered Holder.
	Y =	The number of shares of Common Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
	A =	The fair market value of one share of Common Stock (at the date of such calculation).
	B =	The Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean:

(A) if the Company’s Common Stock is traded on a securities exchange or actively traded over-the-counter:

(1) if the Company’s Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a 30 day period ending three days before the date of calculation; or

(2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of calculation; or

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(B) if (A) is not applicable, the fair market value shall be the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 5(b) below, in which case the fair market value per share of Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant to such acquisition.

(d) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

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(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Registered Holder understands and acknowledges that this Warrant and the Warrant Stock will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing this Warrant and the Warrant Stock as a printed or electronic legend, and the Registered Holder agrees to comply with such resale restrictions. The Registered Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Registered Holder is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Registered Holder or, if applicable, the disclosed principal, with the applicable resale restrictions. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear legends substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

5. Termination.

(a) Unless terminated sooner in accordance with Section 5(b) below, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate on December 28, 2037.

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(b) In the event of a Liquidity Event (as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock), this Warrant shall, if not exercised in connection with such Liquidity Event, terminate as of the date of the consummation of such Liquidity Event. In the event of a Liquidity Event wherein the consideration payable to the Company’s equityholders does not consist of cash or marketable securities, the Company shall use reasonable efforts to cause the acquirer in such Liquidity Event to assume the Company’s obligations under this Warrant. If the acquirer so assumes the Company’s obligations hereunder, the holder of this Warrant, upon the exercise hereof at any time after the consummation of such Liquidity Event, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the securities or other property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto. If the acquirer refuses to so assume the Company’s obligations hereunder, then as of the consummation of the Liquidity Event, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate in exchange for a cash amount payable by the Company to the Registered Holder equal to the Exercise Price multiplied by the number of shares of Warrant Stock then exercisable under this Warrant immediately prior to the consummation of the Liquidity Event. This Section 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation.

(c) For purposes of this Warrant, the term “Expiration Date” shall mean the date this Warrant terminates and expires in accordance with this Section 5.

6. Notices of Certain Transactions. In case:

(a) the Company shall set a record date for the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event),

then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Registered Holder may not exercise this Warrant unless the Company has available authorized but unissued shares of Common Stock. The Company will use commercially reasonable efforts, as soon as practicable following the date hereof, to reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock as from time to time shall be issuable upon the exercise of this Warrant.

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8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company.

11. No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

12. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.

13. Representations of Registered Holder. The Registered Holder hereby represents and warrants to the Company that:

(a) this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b) the Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c) the Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

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(d) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

“THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THESE SECURITIES WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE SECURITIES AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.”

14. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

16. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

17. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

18. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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19. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc.
	17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE REGISTERED HOLDER:	_____________________________
	_____________________________
	_____________________________
	Attn.: ________________________
	Email: ________________________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Common Stock Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President
	Agreed and Acknowledged:
BRAVENET WEB SERVICES, INC.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President

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EXHIBIT A

PURCHASE/EXERCISE FORM

To: QUOTEMEDIA, INC. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. [___], hereby irrevocably elects to (a) purchase _____ shares of the Common Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) upon approval of the Company, exercise such Warrant for _______ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature: ________________________

Name (print): ______________________

Title (if applic.): ____________________

Company (if applic.): _________________

A-1

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Warrant Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:________________	Signature:
	Witness:

B-1

EX-10.3

EXHIBIT 10.3

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THIS WARRANT WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE WARRANT AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.

Warrant No. C-2	Number of Shares: 2,520,000
Date of Issuance: December 28, 2017	(subject to adjustment)

QUOTEMEDIA, INC.

Common Stock Warrant

QuoteMedia, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that Harrison Avenue Holdings Ltd. or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below (including, without limitation, Section 7), to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), 2,520,000 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), at an exercise price of $0.10 per share. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

This Warrant is issued in connection with that certain Debt Exchange Agreement, dated as of the date hereof, by and among the Company, the Registered Holder and the other Debt Holder named therein.

1. Exercise.

(a) Manner of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form attached hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

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(b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(c) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), and subject to the approval of the Company, the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to such Registered Holder a number of shares of Common Stock computed using the following formula:

X = Y (A - B)
             A

Where	X =	The number of shares of Common Stock to be issued to the Registered Holder.
	Y =	The number of shares of Common Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
	A =	The fair market value of one share of Common Stock (at the date of such calculation).
	B =	The Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean:

(A) if the Company’s Common Stock is traded on a securities exchange or actively traded over-the-counter:

(1) if the Company’s Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a 30 day period ending three days before the date of calculation; or

(2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of calculation; or

(B) if (A) is not applicable, the fair market value shall be the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 5(b) below, in which case the fair market value per share of Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant to such acquisition.

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(d) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

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3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Registered Holder understands and acknowledges that this Warrant and the Warrant Stock will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing this Warrant and the Warrant Stock as a printed or electronic legend, and the Registered Holder agrees to comply with such resale restrictions. The Registered Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Registered Holder is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Registered Holder or, if applicable, the disclosed principal, with the applicable resale restrictions. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear legends substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

5. Termination.

(a) Unless terminated sooner in accordance with Section 5(b) below, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate on December 28, 2037.

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(b) In the event of a Liquidity Event (as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock), this Warrant shall, if not exercised in connection with such Liquidity Event, terminate as of the date of the consummation of such Liquidity Event. In the event of a Liquidity Event wherein the consideration payable to the Company’s equityholders does not consist of cash or marketable securities, the Company shall use reasonable efforts to cause the acquirer in such Liquidity Event to assume the Company’s obligations under this Warrant. If the acquirer so assumes the Company’s obligations hereunder, the holder of this Warrant, upon the exercise hereof at any time after the consummation of such Liquidity Event, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the securities or other property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto. If the acquirer refuses to so assume the Company’s obligations hereunder, then as of the consummation of the Liquidity Event, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate in exchange for a cash amount payable by the Company to the Registered Holder equal to the Exercise Price multiplied by the number of shares of Warrant Stock then exercisable under this Warrant immediately prior to the consummation of the Liquidity Event. This Section 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation.

(c) For purposes of this Warrant, the term “Expiration Date” shall mean the date this Warrant terminates and expires in accordance with this Section 5.

6. Notices of Certain Transactions. In case:

(a) the Company shall set a record date for the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event),

then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Registered Holder may not exercise this Warrant unless the Company has available authorized but unissued shares of Common Stock. The Company will use commercially reasonable efforts, as soon as practicable following the date hereof, to reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock as from time to time shall be issuable upon the exercise of this Warrant.

8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

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9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company.

11. No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

12. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.

13. Representations of Registered Holder. The Registered Holder hereby represents and warrants to the Company that:

(a) this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b) the Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c) the Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

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“THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THESE SECURITIES WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE SECURITIES AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.”

14. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

16. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

17. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

18. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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19. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

 

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE REGISTERED HOLDER:	__________________________
	___________________________
	___________________________
	Attn.: ______________________
	Email: ______________________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Common Stock Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President
Agreed and Acknowledged:
HARRISON AVENUE HOLDINGS LTD.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President

9

EXHIBIT A

PURCHASE/EXERCISE FORM

To:          QUOTEMEDIA, INC. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. [___], hereby irrevocably elects to (a) purchase _____ shares of the Common Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) upon approval of the Company, exercise such Warrant for _______ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature: ___________________________

Name (print):_________________________

Title (if applic.):_______________________

Company (if applic.):____________________

A-1

 

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Warrant Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:___________________________	Signature:
	Witness:

B-1

EX-10.4

EXHIBIT 10.4

DEBT FORGIVENESS AGREEMENT

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is made and entered into as of the 28^th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the “Company”), and (ii) Bravenet Web Services, Inc. (“Bravenet”) and Harrison Avenue Holdings Ltd. (“Harrison,” and together with Bravenet, the “Debt Holders”).

RECITALS

A. The Debt Holders hold outstanding debt of the Company and certain related parties as described and in such amounts as set forth on Exhibit A attached hereto (collectively, the “Debt”).

B. The Debt Holders desire to surrender, forfeit, and forgive all of the Debt upon and subject to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

ARTICLE I – DEBT FORGIVENESS

1.1 Debt Forgiveness. Each of the Debt Holders hereby surrenders, forfeits, and forgives all of the Debt held by such Debt Holder in its entirety and any and all rights, titles, and interests that such Debt Holder has therein and thereto, free and clear of any and all liens, mortgages, adverse claims, charges, security interests, encumbrances or other restrictions or limitations whatsoever (“Liens”). All of the Debt is hereby cancelled in its entirety and shall no longer be outstanding for any purpose, and none of the Debt Holders shall have any rights or benefits, and the Company shall have no obligation to any Debt Holder, under or pursuant to any of the Debt. As consideration for such debt forgiveness, the Company shall deliver to each of the Debt Holders an amount equal to $1.00.

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each Debt Holder that:

2.1 Corporate Existence and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and the Company has the corporate power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

2.2 Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

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ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE DEBT HOLDERS

Each Debt Holder hereby represents and warrants to the Company that:

3.1 Corporate Existence and Qualification. If such Debt Holder is not a natural person, such Debt Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, as applicable; and such Debt Holder has the power to own, manage, lease and hold its properties and to carry on its business as and where such properties are presently located and such business is presently conducted.

3.2 Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by such Debt Holder and such Debt Holder has all requisite power and legal capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all action necessary on behalf of such Debt Holder. This Agreement constitutes the legal, valid and binding obligation of such Debt Holder, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.3 Title. Such Debt Holder has good and marketable title to the Debt to be surrendered, forfeited, cancelled and forgiven by such Debt Holder pursuant to this Agreement, free and clear of any and all Liens. Such Debt Holder has the authority to surrender, forfeit, transfer, exchange, and forgive such Debt.

ARTICLE IV - MISCELLANEOUS

4.1 Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such documents, and take such other action, as shall be reasonably requested by any other party hereto to carry out the transactions contemplated by this Agreement.

4.2 Costs and Expenses. Each of the parties to this Agreement shall bear his or its own expenses incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby (the “Transaction Expenses”); provided, however, the Company agrees to pay and be responsible for the Debt Holder’s Transaction Expenses related to the Debt Holder’s tax advisors and legal advisors, well as the reasonable Transaction Expenses related to the removal of resale restrictions of the securities issued hereunder under Canadian tax law.

4.3 Governing Law. The provisions of this agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Nevada (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each party hereto irrevocably submits to the jurisdiction of the state and federal courts located in Maricopa County, Arizona, in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

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4.4 Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless such supplement, modification or waiver shall be in writing signed by the Company and each Debt Holder. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

4.5 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE DEBT HOLDERS:	__________________________
	__________________________
	__________________________
	Attn.: _____________________
	Email: _____________________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

4.6 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns; but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any party hereto without the prior written consent of the other party. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

4.7 Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver of its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights and remedies a party may have by law, statute or otherwise.

4.8 Exhibits and Schedules. The exhibits and schedules referred to herein are attached hereto and incorporated herein by this reference.

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4.9 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.10 References and Construction. Whenever required by the context, and is used in this Agreement, the singular number shall include the plural and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification the person may require. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties acknowledge that it has been represented by an attorney in connection with the preparation and execution of this Agreement.

4.11 Survival. Any provision of this Agreement which contemplates performance or the existence of obligations after the Closing Date, and any and all representations and warranties set forth in this Agreement, shall not be deemed to be merged into or waived by the execution and delivery of the instruments executed at the Closing, but shall expressly survive Closing and shall be binding upon the party or parties obligated thereby in accordance with the terms of this Agreement, subject to any limitations expressly set forth in this Agreement.

4.12 Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including reasonable attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

[Signature Page Follows.]

4

EXECUTED as of the date first written above.

COMPANY: QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President
DEBT HOLDERS: BRAVENET WEB SERVICES, INC.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President
HARRISON AVENUE HOLDINGS LTD.
By:	/s/ David M. Shworan
Name:	David M. Shworan
Title:	President

5

EXHIBIT A

DEBT

Bravenet Web Services, Inc. -- $423,380.00

Harrison Avenue Holdings Ltd. -- $734,372.00

A-1

EX-10.5

EXHIBIT 10.5

COMPENSATION AGREEMENT

THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of the 28^th day of December, 2017, by and among (i) QuoteMedia, Inc., a Nevada corporation (the “Company”), (ii) QuoteMedia, Ltd., a corporation organized under the laws of British Columbia, Canada (“QuoteMedia”), and (iii) David M. Shworan (“Shworan”).

RECITALS

A. Shworan is the President and Chief Executive Officer of QuoteMedia and a director of the Company.

B. The parties desire to enter into this Agreement to set forth the compensation arrangement between Shworan and the Company and QuoteMedia.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

ARTICLE I – ACKNOWLEDGEMENT

1.1 Acknowledgement. Shworan acknowledges and agrees that he has received from QuoteMedia and the Company all compensation to which he is entitled for services provided to QuoteMedia and the Company through the date hereof.

ARTICLE II – ONGOING COMPENSATION

2.1 Compensation.

(a) FY 2017. For the period beginning on the date hereof and ending on December 31, 2017, the Company shall issue to Shworan, on the date hereof, a warrant to purchase up to 1,250 shares of the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), at an exercise price equal to $1.00 per share, in the form of Exhibit A attached hereto (a “Preferred Stock Warrant”). In addition, on the date hereof, the Company shall issue to Shworan (i) a warrant to purchase up to 382,243 shares of the Company’s Series A Preferred Stock at an exercise price equal to $1.00, in the form of Exhibit B attached hereto (the “Liquidity Preferred Stock Warrant”), and (ii) a warrant to purchase up to 4,000,000 shares of the Company’s common stock, par value $0.001 per share, at an exercise price equal to $0.10 per share, in the form of Exhibit C attached hereto (the “Common Stock Warrant”).

(b) FY 2018. Provided that Shworan is employed as an employee in any capacity, or Shworan or his wholly-owned company is engaged as a consultant in any capacity, by QuoteMedia or the Company or any subsidiary of either of them, on January 1, 2018, for the period beginning on January 1, 2018 and ending on December 31, 2018, the Company shall issue to Shworan, on January 1, 2018, a Preferred Stock Warrant to purchase up to 15,000 shares of the Company’s Series A Preferred Stock at an exercise price equal to $1.00 per share.

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(c) FY 2019. Provided that Shworan is employed as an employee in any capacity, or Shworan or his wholly-owned company is engaged as a consultant in any capacity, by QuoteMedia or the Company or any subsidiary of either of them, on January 1, 2019, for the period beginning on January 1, 2019 and ending on December 31, 2019, the Company shall issue to Shworan, on January 1, 2019, a Preferred Stock Warrant to purchase up to 15,000 shares of the Company’s Series A Preferred Stock at an exercise price equal to $1.00 per share.

(d) FY 2020 and Subsequent Years. Provided that Shworan is employed as an employee in any capacity, or Shworan or his wholly-owned company is engaged as a consultant in any capacity, by QuoteMedia or the Company or any subsidiary of either of them, on January 1, 2020, beginning on January 1, 2020, Shworan shall receive a base salary at the annual rate of $350,000.00 in cash during the term of his service with QuoteMedia, with such base salary payable in installments consistent with QuoteMedia’s normal payroll schedule, subject to applicable withholding and other taxes (if applicable).

ARTICLE III - MISCELLANEOUS

3.1 Further Assurances. Each of the parties hereto shall execute and deliver such documents, and take such other action, as shall be reasonably requested by any other party hereto to carry out the transactions contemplated by this Agreement.

3.2 Costs and Expenses. Each of the parties to this Agreement shall bear his or its own expenses incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby (the “Transaction Expenses”); provided, however, the Company agrees to pay and be responsible for Shworan’s Transaction Expenses related to Shworan’s tax advisors and legal advisors, well as the reasonable Transaction Expenses related to the removal of resale restrictions of the securities issued hereunder under Canadian tax law.

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3.3 Governing Law. The provisions of this agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Nevada (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each party hereto irrevocably submits to the jurisdiction of the state and federal courts located in Maricopa County, Arizona, in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

3.4 Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement shall be binding unless such supplement, modification or waiver shall be in writing signed by the Company, QuoteMedia Ltd. and Shworan. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

3.5 Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY
OR QUOTEMEDIA LTD.:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO SHWORAN:	____________________
	____________________
	____________________
	Attn.: _______________
	Email: _______________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

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3.6 Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns; but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any party hereto without the prior written consent of the other party. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder.

3.7 Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any one right or remedy by any party hereto shall not preclude or constitute a waiver of its right to use any or all other remedies. Such rights and remedies are given in addition to any other rights and remedies a party may have by law, statute or otherwise.

3.8 Exhibits and Schedules. The exhibits and schedules referred to herein are attached hereto and incorporated herein by this reference.

3.9 Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.10 References and Construction. Whenever required by the context, and is used in this Agreement, the singular number shall include the plural and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification the person may require. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties acknowledge that it has been represented by an attorney in connection with the preparation and execution of this Agreement.

3.11 Attorneys’ Fees. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including reasonable attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

[Signature Page Follows.]

4

EXECUTED as of the date first written above.

QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President
QUOTEMEDIA, LTD.
By:	/s/ Robert Thompson
Name:	Robert Thompson
Title:	Secretary
	/s/ David M. Shworan
	DAVID M. SHWORAN

5

EXHIBIT A

FORM OF PREFERRED STOCK WARRANT – SEE EXHIBIT 10.6

6

EXHIBIT B

FORM OF LIQUIDITY PREFERRED STOCK WARRANT – SEE EXHIBIT 10.7

7

EXHIBIT C

FORM OF COMMON STOCK WARRANT – SEE EXHIBIT 10.8

8

EX-10.6

EXHIBIT 10.6

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THIS WARRANT WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE WARRANT AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.

Warrant No. PA-1	Number of Shares: 1,250
Date of Issuance: December 28, 2017	(subject to adjustment)

QUOTEMEDIA, INC.

Series A Redeemable Convertible Preferred Stock Warrant

QuoteMedia, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that David M. Shworan or his registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below (including, without limitation, Section 7), to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), 1,250 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the Series A Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), at an exercise price of $1.00 per share. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

This Warrant is issued in connection with that certain Compensation Agreement, dated as of December 28, 2017, by and among the Company and the Registered Holder.

1. Exercise.

(a) Manner of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form attached hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

1

(b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(c) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of Series A Preferred Stock shall be subdivided into a greater number of shares or a dividend in Series A Preferred Stock shall be paid in respect of Series A Preferred Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Series A Preferred Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

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(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Registered Holder understands and acknowledges that this Warrant and the Warrant Stock will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing this Warrant and the Warrant Stock as a printed or electronic legend, and the Registered Holder agrees to comply with such resale restrictions. The Registered Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Registered Holder is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Registered Holder or, if applicable, the disclosed principal, with the applicable resale restrictions. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

5. Termination.

(a) Unless terminated sooner in accordance with Section 5(b) below, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate on December 28, 2047.

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(b) Except as provided below, in the event of a Liquidity Event (as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock), this Warrant shall, if not exercised in connection with such Liquidity Event, terminate as of the date of the consummation of such Liquidity Event. In the event of a Liquidity Event wherein all or any portion of the consideration payable to the Company’s equityholders does not consist of cash or marketable securities, the Company shall use reasonable efforts to cause the acquirer in such Liquidity Event to assume the Company’s obligations under this Warrant. If the acquirer so assumes the Company’s obligations hereunder, the holder of this Warrant, upon the exercise hereof at any time after the consummation of such Liquidity Event, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the securities or other property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto. If the acquirer refuses to so assume the Company’s obligations hereunder, then as of the consummation of the Liquidity Event, this Warrant (and the right to purchase securities upon exercise hereof) shall terminate in exchange for a cash amount payable by the Company to the Registered Holder equal to the Exercise Price multiplied by the number of shares of Warrant Stock then exercisable under this Warrant immediately prior to the consummation of the Liquidity Event. This Section 5(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation.

(c) For purposes of this Warrant, the term “Expiration Date” shall mean the date this Warrant terminates and expires in accordance with this Section 5.

6. Notices of Certain Transactions. In case:

(a) the Company shall set a record date for the holders of its Series A Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event), then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Series A Preferred Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Company will reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock as from time to time shall be issuable upon the exercise of this Warrant.

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8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company.

11. No Fractional Shares. No fractional shares of Series A Preferred Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Series A Preferred Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

12. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.

13. Representations of Registered Holder. The Registered Holder hereby represents and warrants to the Company that:

(a) this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b) the Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c) the Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

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(d) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

“THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THESE SECURITIES WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE SECURITIES AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.”

14. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

16. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

17. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

18. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

19. Protective Provision. At any time when this Warrant is outstanding, the Company shall not, without (in addition to any other vote required by law or the Company’s Articles of Incorporation) the written consent or affirmative vote of the Registered Holder (such consent not to be unreasonably withheld, delayed or conditioned), given in writing, effect any Liquidity Event where the cash consideration to be received by the Registered Holder is less than 60% of the total consideration to be received by such Registered Holder in the Liquidity Event.

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20. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE REGISTERED HOLDER:	___________________
	___________________
	___________________
	Attn.: ______________
	Email: ______________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Company has caused this Series A Redeemable Convertible Preferred Stock Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

		QUOTEMEDIA, INC.
		By:	/s/ R. Keith Guelpa
		Name:	R. Keith Guelpa
		Title:	President
Agreed and Acknowledged:
By:	/s/ David M. Shworan
	DAVID M. SHWORAN

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EXHIBIT A

PURCHASE/EXERCISE FORM

To: QUOTEMEDIA, INC. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. [___], hereby irrevocably elects to purchase _____ shares of the Series A Redeemable Convertible Preferred Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:__________________________

Name (print): ________________________

Title (if applic.): ______________________

Company (if applic.): __________________

A-1

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Warrant Stock covered thereby set forth below, to:

Name of Assignee Address/Fax Number No. of Shares

Dated:	Signature:
	Witness:

B-1

EX-10.7

EXHIBIT 10.7

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THIS WARRANT WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE WARRANT AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.

Warrant No. PA-2	Number of Shares: 382,243
Date of Issuance: December 28, 2017	(subject to adjustment)

QUOTEMEDIA, INC.

Series A Redeemable Convertible Preferred Stock Warrant

QuoteMedia, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that David M. Shworan or his registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below (including, without limitation, Section 7), to purchase from the Company up to 382,243 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the Series A Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”), at an exercise price of $1.00 per share. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

This Warrant is issued in connection with that certain Compensation Agreement, dated as of December 28, 2017, by and among the Company and the Registered Holder.

1. Exercise.

(a) Exercise Schedule. Except as otherwise provided in Section 5 hereof, the Registered Holder may purchase only those shares of Warrant Stock that have vested and become exercisable in accordance with this Section 1(a). Subject to the terms of this Warrant, the shares of Warrant Stock shall vest and become exercisable immediately prior to the consummation of a Liquidity Event (as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock); provided, however, that while this Warrant is outstanding, upon the request of the Registered Holder and at the sole discretion of the Company’s Board of Directors, the Company’s Board of Directors may accelerate the vesting of all or any portion of the shares of Warrant Stock subject to this Warrant.

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(b) Manner of Exercise. To the extent any Shares have vested and become exercisable in accordance with Section 1 of this Warrant, this Warrant may be exercised by the Registered Holder by surrendering this Warrant, with the purchase/exercise form attached hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

(c) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(d) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of Series A Preferred Stock shall be subdivided into a greater number of shares or a dividend in Series A Preferred Stock shall be paid in respect of Series A Preferred Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Series A Preferred Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

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(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Registered Holder understands and acknowledges that this Warrant and the Warrant Stock will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing this Warrant and the Warrant Stock as a printed or electronic legend, and the Registered Holder agrees to comply with such resale restrictions. The Registered Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Registered Holder is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Registered Holder or, if applicable, the disclosed principal, with the applicable resale restrictions. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

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5. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6. Termination. This Warrant (and the right to purchase the shares of Warrant Stock that have vested and become exercisable pursuant to this Warrant) shall terminate upon the earlier to occur of the following (the “Expiration Date”):

(a) the consummation of a Liquidity Event; or

(b) December 28, 2047.

7. Notices of Certain Transactions. In case:

(a) the Company shall set a record date for the holders of its Series A Preferred Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event),

then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Series A Preferred Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

8. Reservation of Stock. The Company will reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock as from time to time shall be issuable upon the exercise of this Warrant.

9. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

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10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

11. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company.

12. No Fractional Shares. No fractional shares of Series A Preferred Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Series A Preferred Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

13. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.

14. Representations of Registered Holder. The Registered Holder hereby represents and warrants to the Company that:

(a) this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b) the Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c) the Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

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“THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THESE SECURITIES WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE SECURITIES AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.”

15. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

16. Governing Law. This Warrant shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

17. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

18. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

19. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

20. Protective Provision. At any time when this Warrant is outstanding, the Company shall not, without (in addition to any other vote required by law or the Company’s Articles of Incorporation) the written consent or affirmative vote of the Registered Holder (such consent not to be unreasonably withheld, delayed or conditioned), given in writing, effect any Liquidity Event where the cash consideration to be received by the Registered Holder is less than 60% of the total consideration to be received by such Registered Holder in the Liquidity Event.

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21. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE REGISTERED HOLDER:	_______________________________
	_______________________________
	_______________________________
	Attn.: __________________________
	Email: __________________________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the Company has caused this Series A Redeemable Convertible Preferred Stock Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

QUOTEMEDIA, INC.
By:	/s/ R. Keith Guelpa
Name:	R. Keith Guelpa
Title:	President

Agreed and Acknowledged:

By:	/s/ David M. Shworan
	DAVID M. SHWORAN

 

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EXHIBIT A

PURCHASE/EXERCISE FORM

To: QUOTEMEDIA, INC. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. [___], hereby irrevocably elects to purchase _____ shares of the Series A Redeemable Convertible Preferred Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:__________________________

Name (print): _______________________

Title (if applic.): _____________________

Company (if applic.): __________________

A-1

EX-10.8

EXHIBIT 10.8

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THIS WARRANT WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE WARRANT AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.

Warrant No. C-3	Number of Shares: 4,000,000
Date of Issuance: December 28, 2017	(subject to adjustment)

QUOTEMEDIA, INC.

Common Stock Warrant

QuoteMedia, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that David M. Shworan or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below (including, without limitation, Section 7), to purchase from the Company up to 4,000,000 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), at an exercise price of $0.10 per share. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

This Warrant is issued in connection with that certain Compensation Agreement, dated as of December 28, 2017, by and among the Company and the Registered Holder.

1. Exercise.

(a) Exercise Schedule - General. Unless Section 1(b) of this Warrant applies, and except as otherwise provided in Section 5 hereof, the Registered Holder may purchase only those shares of Warrant Stock that have vested and become exercisable in accordance with this Section 1(a). Subject to the terms of this Warrant, the shares of Warrant Stock shall vest and become exercisable as provided below. To the extent that a portion of the shares of Warrant Stock have vested and become exercisable as provided below, this Warrant may thereafter be exercised by the Holder, in whole or in part, for the exercisable portions at any time or from time to time prior to the Expiration Date (as defined below). The shares of Warrant Stock shall vest and become exercisable as follows:

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(i) if the gross profit of the Company as reported in the Company’s financial statements contained within its Annual Report on Form 10-K (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) for any fiscal year during which this Warrant is outstanding is less than $5,150,000, no shares of Warrant Stock shall vest and become exercisable as of the date of the filing of such Form 10-K;

(ii) if the gross profit of the Company as reported in the Company’s financial statements contained within its Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) for any fiscal year during which this Warrant is outstanding exceeds $5,150,000 but is less than $5,750,000, then 500,000 shares of Warrant Stock shall vest and become exercisable as of the date of the filing of such Form 10-K (and for the avoidance of doubt, shares of Warrant Stock may vest pursuant to this Section 1(a)(ii) only once and if shares of Warrant Stock first vest pursuant to Sections 1(a)(iii), (a)(iv) or (a)(v) below, then no shares of Warrant Stock shall vest pursuant to this Section 1(a)(ii));

(iii) if the gross profit of the Company as reported in the Company’s financial statements contained within its Form 10-K filed with the SEC for any fiscal year during which this Warrant is outstanding exceeds $5,750,000 but is less than $6,600,000, then the difference of 1,250,000 shares of Warrant Stock minus any shares of Warrant Stock that previously vested pursuant to Section 1(a)(ii) above shall vest and become exercisable as of the date of the filing of such Form 10-K (and for the avoidance of doubt, shares of Warrant Stock may vest pursuant to this Section 1(a)(iii) only once and if shares of Warrant Stock first vest pursuant to Sections 1(a)(iv) or (a)(v) below, then no shares of Warrant Stock shall vest pursuant to this Section 1(a)(iii));

(iv) if the gross profit of the Company as reported in the Company’s financial statements contained within its Form 10-K filed with the SEC for any fiscal year during which this Warrant is outstanding exceeds $6,600,000 but is less than $7,300,000, then the difference of 2,500,000 shares of Warrant Stock minus any shares of Warrant Stock that previously vested pursuant to Sections 1(a)(ii) and/or (a)(iii) above shall vest and become exercisable as of the date of the filing of such Form 10-K (and for the avoidance of doubt, shares of Warrant Stock may vest pursuant to this Section 1(a)(iv) only once and if shares of Warrant Stock first vest pursuant to Sections 1(a)(v) below, then no shares of Warrant Stock shall vest pursuant to this Section 1(a)(iv)); and

(v) if the gross profit of the Company as reported in the Company’s financial statements contained within its Form 10-K filed with the SEC for any fiscal year during which this Warrant is outstanding exceeds $7,300,000, then the difference of 4,000,000 shares of Warrant Stock minus any shares of Warrant Stock that previously vested pursuant to Sections 1(a)(ii), (a)(iii) and/or (a)(iv) above shall vest and become exercisable as of the date of the filing of such Form 10-K (and for the avoidance of doubt, shares of Warrant Stock may vest pursuant to this Section 1(a)(v) only once);

(b) Exercise Schedule – Liquidity Event. In the event there is a Liquidity Event (as defined in the Company’s Certificate of Designation of Series A Redeemable Convertible Preferred Stock) that occurs while this Warrant is outstanding, any shares of Warrant Stock that are not vested and exercisable shall automatically become vested and exercisable immediately prior to the consummation of such Liquidity Event.

(c) Manner of Exercise. To the extent any Shares have vested and become exercisable in accordance with Section 1 of this Warrant, this Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form attached hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer, or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

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(d) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(c) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(f) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(e) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided above in Section 1(c), and subject to the approval of the Company, the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to such Registered Holder a number of shares of Common Stock computed using the following formula:

X = Y (A - B)

         A

Where	X =	The number of shares of Common Stock to be issued to the Registered Holder.
	Y =	The number of shares of Common Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
	A =	The fair market value of one share of Common Stock (at the date of such calculation).
	B =	The Exercise Price (as adjusted to the date of such calculation).

(ii) For purposes of this Section 1(e), the fair market value of one share of Common Stock on the date of calculation shall mean:

(A) if the Company’s Common Stock is traded on a securities exchange or actively traded over-the-counter:

(1) if the Company’s Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a 30 day period ending three days before the date of calculation; or

(2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of calculation; or

3

(B) if (A) is not applicable, the fair market value shall be the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 5(b) below, in which case the fair market value per share of Common Stock shall be deemed to be the value of the consideration per share received by the holders of such stock pursuant to such acquisition.

(f) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(c) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2; and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

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(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment, and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer, or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. The Registered Holder understands and acknowledges that this Warrant and the Warrant Stock will be subject to certain resale restrictions under applicable securities laws in Canada, the terms of which may be endorsed on the certificates representing this Warrant and the Warrant Stock as a printed or electronic legend, and the Registered Holder agrees to comply with such resale restrictions. The Registered Holder also acknowledges that it has been advised to consult its own independent legal advisor with respect to the applicable resale restrictions and the Registered Holder is solely responsible for complying with such restrictions and the Company is not responsible for ensuring compliance by the Registered Holder or, if applicable, the disclosed principal, with the applicable resale restrictions. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

5. Termination. This Warrant (and the right to purchase the shares of Warrant Stock that have vested and become exercisable pursuant to this Warrant) shall terminate upon the earlier to occur of the following (the “Expiration Date”):

(a) the consummation of a Liquidity Event; or

(b) December 28, 2037.

5

6. Notices of Certain Transactions. In case:

(a) the Company shall set a record date for the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation, or winding-up of the Company (including a Liquidity Event), then, and in each such case, the Company will notify the Registered Holder of this Warrant specifying, as the case may be, (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, or winding-up) are to be determined. Such notice shall be provided at least twenty (20) days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Registered Holder may not exercise this Warrant unless the Company has available authorized but unissued shares of Common Stock. The Company will use commercially reasonable efforts, as soon as practicable following the date hereof, to reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock as from time to time shall be issuable upon the exercise of this Warrant.

8. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company.

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11. No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

12. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the Registered Holder.

13. Representations of Registered Holder. The Registered Holder hereby represents and warrants to the Company that:

(a) this Warrant and the Warrant Stock will be “restricted securities” as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions;

(b) the Registered Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein;

(c) the Registered Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Registered Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and

(d) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

“THE REGISTERED HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT THESE SECURITIES WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS UNDER APPLICABLE SECURITIES LAWS IN CANADA, THE TERMS OF WHICH MAY BE ENDORSED ON THE CERTIFICATES REPRESENTING THE SECURITIES AS A PRINTED OR ELECTRONIC LEGEND, AND THE REGISTERED HOLDER AGREES TO COMPLY WITH SUCH RESALE RESTRICTIONS. THE REGISTERED HOLDER ALSO ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO CONSULT ITS OWN INDEPENDENT LEGAL ADVISOR WITH RESPECT TO THE APPLICABLE RESALE RESTRICTIONS AND THE REGISTERED HOLDER, IS SOLELY RESPONSIBLE FOR COMPLYING WITH SUCH RESTRICTIONS AND THE COMPANY IS NOT RESPONSIBLE FOR ENSURING COMPLIANCE BY THE REGISTERED HOLDER OR, IF APPLICABLE, THE DISCLOSED PRINCIPAL, WITH THE APPLICABLE RESALE RESTRICTIONS.”

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14. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed, and interpreted in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

16. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

17. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, the balance of this Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

18. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

19. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified mail, postage prepaid and return receipt requested, by email or by Federal Express, UPS, or other reputable overnight courier as follows:

IF TO THE COMPANY:	QuoteMedia, Inc. 17100 East Shea Blvd. Suite 230 Fountain Hills, AZ 85268 Attn.: Robert J. Thompson Email: rthompson@quotemedia.com
IF TO THE REGISTERED HOLDER:	___________________
	___________________
	___________________
	Attn.: ______________
	Email: ______________

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt if not received during the recipient’s normal business hours. All Notices by email shall be confirmed by the sender thereof promptly after transmission in writing by registered or certified mail, personal delivery, Federal Express, UPS or other reputable overnight courier.

8

IN WITNESS WHEREOF, the Company has caused this Common Stock Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, all as of the day and year first above written.

	QUOTEMEDIA, INC.
	By:	/s/ R. Keith Guelpa
	Name:	R. Keith Guelpa
	Title:	President
Agreed and Acknowledged:
/s/ David M. Shworan
DAVID M. SHWORAN

9

EXHIBIT A

PURCHASE/EXERCISE FORM

To: QUOTEMEDIA, INC. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. [___], hereby irrevocably elects to (a) purchase _____ shares of the Common Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) upon approval of the Company, exercise such Warrant for _______ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(e) of such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 13 of the Warrant and by its signature below hereby makes such representations and warranties to the Company.

Signature:________________________

Name (print):_______________________

Title (if applic.):_____________________

Company (if applic.):__________________

A-1

EX-99.1

EXHIBIT 99.1

QuoteMedia Announces Debt Exchange and Executive Compensation Agreements

PHOENIX, January 2, 2018–(GLOBE NEWSWIRE)-QuoteMedia, Inc. (OTCQB: QMCI), a leading provider of market data, cloud-based financial web content solutions and stock market applications, announced that on December 28, 2017, the Company executed agreements that result in a major strengthening of both the Company’s capital structure, and its operating cost structure.

QuoteMedia entered into a Debt Exchange Agreement with Bravenet Web Services, Inc. and Harrison Avenue Holdings Ltd., pursuant to which Bravenet and Harrison agreed to exchange an aggregate of $3,192,116 of indebtedness of the Company held by Bravenet and Harrison for (a) 127,685 shares of a newly created class of preferred stock designated as Series A Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Company, and (b) warrants to purchase up to 4,000,000 shares of common stock, par value $0.001 per share, of the Company at an exercise price equal to $0.10 per share. David M. Shworan, the President and Chief Executive Officer of QuoteMedia, Ltd., a wholly owned subsidiary of the Company, a member of the Company’s board of directors, is a control person of Bravenet and Harrison. On December 28, 2017, the Company also entered into a Debt Forgiveness Agreement with Bravenet and Harrison, pursuant to which Bravenet and Harrison agreed to forgive an aggregate of $1,157,752 of indebtedness of the Company held by Bravenet and Harrison in exchange for $1.00.

On December 28, 2017, the Company also entered into a Compensation Agreement with David M. Shworan, pursuant to which the Company will issue to Shworan (a) a warrant to purchase up to 1,250 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share, (b) a warrant to purchase up to 382,243 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share, and (c) a warrant to purchase up to 4,000,000 shares of Common Stock at an exercise price equal to $0.10 per share (which warrant has specific performance vesting thresholds). In addition, Mr. Shworan’s compensation for each of 2018 and 2019 will be warrants to purchase up to 15,000 shares of Series A Preferred Stock at an exercise price equal to $1.00 per share. Beginning in 2020, Mr. Shworan will receive regular salary compensation.

As a result of these agreements and transactions, an aggregate total of $12,374,100 of related party debt has been eliminated from the Company’s balance sheet; and, concurrently, the capital base of the Company has been strengthened by a similar amount. Further, all ongoing interest expense relating to the exchanged or forgiven debt has also been eliminated and will no longer be a factor in calculating the net income of the Company.

Mr. Robert Thompson, QuoteMedia’s Chairman noted: “This is a major restructuring event that unburdens the Company’s underlying strengths. The elimination of all related party debt strengthens both QuoteMedia’s balance sheet and cost structure. The termination of the annual interest expense of approximately $1.3 million related to this debt will significantly improve QuoteMedia’s operating results in 2018 and beyond.”

For more detailed information, please refer to our Form 8-K dated January 2, 2018.

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About QuoteMedia

QuoteMedia is a leading software developer and cloud-based syndicator of financial market information and streaming financial data solutions to media, corporations, online brokerages, and financial services companies. The Company licenses interactive stock research tools such as streaming real-time quotes, market research, news, charting, option chains, filings, corporate financials, insider reports, market indices, portfolio management systems, and data feeds. QuoteMedia provides data and services for companies such as the NASDAQ Stock Exchange, TMX Group (TSX Stock Exchange), Dow Jones & Company, FIS, U.S. Bank, Broadridge Financial Systems, Ridge Clearing, JP Morgan, CIBC, JitneyTrade, Hilltop Securities, HD Vest, Intrinsic Research Systems, ING Investment Management, Stockhouse, Zacks Investment Research, General Electric, Dow Chemical, Boeing, Bombardier, Business Wire, PR Newswire, Marketwired, FolioFN, Regal Securities, ChoiceTrade, Cetera Financial Group, Dynamic Trend, Inc., Qtrade Financial, CNW Group, Industrial Alliance, TradeKing, Suncor, Virtual Brokers, Equities.com, Leede Jones Gable, Divy Inc., Motif Investing, First Financial, Cirano, Stock-Trak, Mergent and others. Quotestream®, QMod^TM and Quotestream Connect^TM are trademarks of QuoteMedia. For more information, please visit: www.quotemedia.com.

Statements about QuoteMedia's future expectations, including future revenue, earnings, and transactions, as well as all other statements in the press release other than historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. QuoteMedia intends that such forward-looking statements be subject to the safe harbors created thereby. These statements involve risks and uncertainties that are identified from time to time in the Company's SEC reports and filings, and are subject to change at any time. QuoteMedia's actual results and other corporate developments could differ materially from that which has been anticipated in such statements.

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