Series F Preferred Stock

 The table below sets forth, as of the Record Date, June 15, 2023, the names and beneficial ownership of those who hold more than 5% of the outstanding shares of our Series F Preferred Stock.

(1)       Each Share of Series F Preferred Stock has no voting rights other than 70 million votes per share on the reverse stock split proposal. The Series F Preferred Stock shall vote together with the outstanding shares of common stock of the Corporation as a single class exclusively with respect to the reverse stock split in Proposal 1, and shall not be entitled to vote on any other matter. The vote of each share of Series F Preferred Stock (or fraction thereof) shall be cast in the same proportions as shares of common stock (excluding any shares of common stock that are not voted) are voted on the reverse stock split. The Series F Preferred Stock shall be redeemed (a) at any time if and when ordered by the Board of Directors in its sole discretion, or (b) automatically upon the effectiveness of the amendment to the Company’s Certificate of Incorporation implementing the reverse stock split, if Proposal 1 is approved.

PROPOSAL 1: TO AMENDAPPROVE AN AMENDMENT OF THE COMPANY’S RESTATED CERTIFICATE

OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK

FOR THE PURPOSE OF MEETING THE NASDAQ CAPITAL MARKETS (“NASDAQCM”)

MINIMUM PRICE FOR CONTINUED LISTING OF AT LEAST $1.00 PER SHARE

General

On July 1, 2020, our Board actedDecember 8, 2021, the Company’s common stock and warrants commenced trading on the NasdaqCM under the symbols “MOBQ” and MOBQW,” respectively. In order to maintain NasdaqCM listing of the Company’s securities, NASDAQ requires the Company to meet certain continued listing requirements. Under Nasdaq Listing Rule Section 5550(a)(2), the Company is required to maintain a minimum price for continued listing of at least $1.00 per share. The Proposal described below for which management is requesting stockholder approval and, if approved by unanimous written consentstockholders, will permit management to adopt the Certificate of Amendment to Article FOURTH of ouramend its Restated Certificate of Incorporation effectingto effectuate a discretionary reverse stock split (“Reverse Split”) to attempt to obtain a stable trading price for the Company’s common stock on NasdaqCM of at least $1.00 per share. If a Reverse Split is effectuated, the number of our Common Stock atauthorized shares of capital stock, which currently consists of 100 million shares of common stock and 5 million shares of preferred stock, each with a ratiopar value of not less than one-for-100 and no more than one-for-500 with such ratio to be determined at the sole discretion of the Board and with such$.0001 will remain unchanged. Management is proposing that shareholders authorize a discretionary Reverse Split which ranges from a split of 1-for-2 through 1-for-10. Management is hopeful, although no assurances can be given in this regard, that a Reverse Split will not be necessary to be effected atmeet the continued listing requirements of Rule Section 5550(a)(2), as it is management’s intention to delay any Reverse Split for such period of time and date, if at all, as determinedpermitted by the Board in its sole discretion. The Board is now asking you to approve this Certificate of Amendment.NasdaqCM.

Effecting the Reverse Split requires that Article FOURTH of our Restated Certificate of Incorporation be amended to include a reference to the Reverse Split. The additional text added to Article FOURTH is attached as Annex A to this Proxy Statement. If approved, the Certificate of Amendment will be effective upon the filing of the Certificate of Amendment (or on such date and time as specified therein) in the form attached as Annex A with the Department of State of the State of New York with such filing to occur, if at all, at the sole discretion of the Board.

If the Board determines to effect the Reverse Split, the intent is to increase the stock price of our Common Stock, which is currently trading on the OTC Marketplace,common stock to a level sufficiently above $5.00$1.00 per share. In the event the Company’s common stock is no longer trading on the NasdaqCM and commences trading in the OTC Markeplace at a price below $$1.00 per share, it would be considered a penny stock. The Securities and Exchange Commission (“SEC”)SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions.  The market price of our common stock is less than $5.00 per share and, therefore, is designated as a “penny stock” according to SEC rules, unless our common shares are tradingcontinues to trade on a national exchange. Thisthe NasdaqCM. The penny stock designation requireswould require any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their common shares. Penny stocks investing is also referred to as high risk investing. And that has a lot to do with the fact that it’s easy to purchase these stocks but selling them back is a different story. As a result, many consider the low liquidity of penny stocks to be one of their major disadvantages.

One principal effect of the Reverse Split would be to decrease the number of outstanding shares of our Common Stock.common stock. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders since each stockholder would hold the same percentage of our Common Stockcommon stock outstanding immediately following the Reverse Split as such stockholder held immediately prior to the Reverse Split. The relative voting and other rights that accompany the shares of Common Stockcommon stock would not be affected by the Reverse Split. The table below sets forth the number of shares of our Common Stockcommon stock outstanding before and after the Reverse Split based on 969,531,61525,811,261 shares of Common Stockcommon stock outstanding as of June 30, 2020.1, 2023.

Although the Reverse Split will not have any dilutive effect on our stockholders, the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will decrease because the Reverse Split (and Proposed Action No. 2 combined) do not proportionately reduce the current authorized number of shares of capital stock. The remaining authorized shares of Common Stockcommon stock and Preferred Stock may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing strategic relationships with other companies and expanding our business through the acquisition of other businesses or products. We do not currently have any plans, proposals or arrangements to issue any of the newly available authorized shares that result from the Reverse Split for any purposes, as the Company currently has sufficient authorized shares to be issued in connection with any planned capital raise or outstanding convertible derivative securities. Nevertheless, in order to support our projected need for additional equity capital and to provide flexibility to raise the capital as necessary, our Board believes the number of shares of Common Stock should be reduced to 100,000,000 shares and the number of shares of authorized Preferred Shares should remain at 5,000,000 shares.

The Reverse Split is not part of a broader plan to take us private.

Reasons for the Reverse Split

On December 8, 2021, the Company’s common stock and warrants commenced trading on the NasdaqCM under the symbols “MOBQ” and MOBQW,” respectively. In order to obtain NasdaqCM listing of the Company’s securities, NASDAQ requires the Company to meet certain continued listing requirements. Under NasdaqCM Listing Rule Section 5550(a)(2), the Company is required to maintain a minimum price for continued listing of at least $1.00 per share.

On January 13, 2023, the Company received a letter from The BoardNasdaq Stock Market stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of Director’s primary objective in proposing the Company’s common stock was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq’s Listing Rules, the Company has a 180 day grace period, until July 12, 2023, during which the Company may regain compliance if the bid price of its common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Company may be eligible for an additional 180-day grace period if the Company meets Nasdaq’s initial listing standards (other than with respect to minimum bid price) for the NasdaqCM.

As of the close of business on June 1, 2023, the Company’s common stock had a closing sales price of $0.169 per share, which is substantially below the minimum price for continued listing of at least $1.00 per share. By effectuating a Reverse Split, ismanagement’s sole objective would be to enablemeet the Board, if necessaryaforementioned continued listing requirement.

If our common stock ceases to be listed for trading on the NasdaqCM, we would expect that our common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. If Nasdaq were to delist our common stock, we believe that it may be more difficult for our stockholders to dispose of our common stock or if2021 Warrants and more difficult to obtain accurate price quotations on our common stock or 2021 Warrants. The delisting of the Board otherwise desires,Company’s common stock from Nasdaq could have a material adverse effect on the Company’s access to capital markets, and any limitation on market liquidity or reduction in the price of its common stock as a result of that delisting would adversely affect the Company’s ability to raise the per share trading price of our Common Stock, which is currently trading onlycapital on the OTC Marketplace, to allow for our Common Stock to no longer be considered a “penny stock.” Upon receiving stockholder approval, the Board may, at its own discretion, file the Certificate of Amendment with the Department of State of the State of New York.

Our Board has determined that by increasing the market price per share of our Common Stock, our Common Stock would no longer be deemed a “penny stock.” Our Board believes that current and prospective investors and the brokerage community may view an investment in our Common Stock more favorably if our Common Stock is no longer a “penny stock.”

Our Board also has confidence that the Reverse Split and any resulting increase in the per share price of our Common Stock should enhance the acceptability and marketability of our Common Stockterms acceptable to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our Common Stock, although we have not been told by them that is the reason for not investing in our Common Stock. Additionally, analystsCompany, if at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our Common Stock.all.

We cannot assure you that theour Board will ultimately determine to effect the Reverse Split or if effected, that the Reverse Split will have any of the desired effects described above. More specifically, we cannot assure you that after the Reverse Split the market price of our Common Stockcommon stock will increase proportionately to reflect the ratio for the Reverse Split, that the market price of our Common Stockcommon stock will not decrease to its pre-split level below $1.00 per share, that our market capitalization will be equal to the market capitalization before the Reverse Split, or that our Common Stockcommon stock will maintain a price above $5.00$1.00 per share.

Potential Disadvantages of the Reverse Split

As noted above, the principal purpose of the Reverse Split would be to help increase the per share market price of our Common Stock.common stock above $1.00 per share. We cannot assure you, however, that the Reverse Split will accomplish this objective for any meaningful period of time. While we expect that the reduction in the number of outstanding shares of Common Stockcommon stock will increase the market price of our Common Stock,common stock, we cannot assure you that the Reverse Split will increase the market price of our Common Stockcommon stock by an equivalent multiple, or result in any permanent increase in the market price of our Common Stock.common stock. The price of our Common Stockcommon stock is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then the value of our Company as measured by our stock capitalization will be reduced, perhaps significantly.

The number of shares held by each individual stockholder would be reduced if the Reverse Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Transaction costs to stockholders selling “odd lots” are typically higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing stockholders in the event they wish to sell all or a portion of their position.

Although our Board believes that the decrease in the number of shares of our Common Stockcommon stock outstanding as a consequence of the Reverse Split and the anticipated increase in the market price of our Common Stockcommon stock could encourage interest in our Common Stockcommon stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.

Effecting the Reverse Split

Upon receipt of stockholder approval for the Certificate of Amendment, if our Board concludes that it is in the best interests of our Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Department of State of the State of New York. The actual timing of the filing of the Amendment with the Department of State of the State of New York to effect the Reverse Split will be determined by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. In addition, our Board may deem it advisable to effect the Reverse Split even if the price of our Common Stockcommon stock is less than $5.00above $1.00 at the time the Reverse Split is to be effected. The Reverse Split will be effective as of the date of filing with the Department of State of the State of New York or at such time and date as specified in the Certificate of Amendment (the “Effective Time”“Effective Time”).

Upon the filing of the Certificate Amendment, without further action on our part or our stockholders, the outstanding shares of Common Stockcommon stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stockcommon stock based on a Reverse Split ratio as determined by the Board. For example, if you presently hold 300 shares of our Common Stock,common stock, you would hold three150 shares of our Common Stockcommon stock following the Reverse Split if the ratio is one-for-100one-for-2 or you would hold one share30 shares of our Common Stockcommon stock if the ratio is one-for-500.one-for-10.

Effect on Outstanding Shares, Options and Certain Other Securities

If the Reverse Split is implemented, the number of shares our Common Stockcommon stock owned by each stockholder will be reduced in the same proportion as the reduction in the total number of shares outstanding, such that the percentage of our Common Stockcommon stock owned by each stockholder will remain unchanged except for any de minimus change resulting from rounding up to the nearest number of whole shares so that we are not obligated to issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Split. The number of shares of our Common Stockcommon stock that may be purchased upon exercise of outstanding options, warrants or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock,common stock, and the exercise or conversion prices for these securities, will also be ratably adjusted in accordance with their terms as of the Effective Time.

Fractional Shares; Exchange of Stock Certificates

Our Board does not currently intend to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share because the number of shares of Common Stockcommon stock they hold before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of Common Stockcommon stock as rounded up to the nearest whole share. For example, if a stockholder holds 150.25 shares of Common Stockcommon stock following the Reverse Split, that stockholder will receive a certificate representing 151 shares of Common Stock.common stock. No stockholders will receive cash in lieu of fractional shares.

As of the Record Date,June 1, 2023, we had 216134 holders of record of our Common Stockcommon stock (although we have significantly more beneficial holders). We do not expect the Reverse Split and the rounding up of fractional shares to whole shares to result in a significant reduction in the number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the Reverse Split.

On or after the Effective Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his, her or its post-Reverse Split shares only by sending Continental Stock Transfer & Trust Company as the exchange agent, the stockholder’s old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as we may require. Stockholders will not receive certificates for post- Reversepost-Reverse Split shares unless and until their old certificates are surrendered. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The exchange agent will send each stockholder a new stock certificate after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s).

Stockholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different procedures and stockholders holding shares in street name should contact their nominees. Stockholders will not have to pay any service charges in connection with the exchange of their certificates.

Authorized Shares

If and when our Board elects to effect the Reverse Split, and Proposed Action No. 2 below, the authorized number of shares of our Common Stockcommon stock will be reduced toremain unchanged at 100,000,000. Accordingly, there will be no reduction in the number of authorized shares of our Common Stockcommon stock in proportion to the Reverse Split ratio. As a result, the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will decrease and the additional authorized shares of Common Stockcommon stock will be available for issuance at such times and for such purposes as our Board may deem advisable without further action by our stockholders, except as required by applicable laws and regulations.

The Reverse Split will have no effect on our authorized preferred stock other than a proportionate change in the conversion ratio of Preferred Stock into Common Stock.common stock.

In accordance with our Restated Certificate of Incorporation and New York law, our shareholdersstockholders do not have any preemptive rights to purchase or subscribe for any of our unissued or treasury shares.

Anti-Takeover and Dilutive Effects

The purpose of having our authorized Common Stockcommon stock at 100,000,000 after the Reverse Split (see Proposed Action No. 2) is to facilitate our ability to raise additional capital to support our operations, to provide equity incentives to employees and eligible contractors, to effectuate acquisitions (none of which are currently contemplated), and not to establish any barriers to a change of control or acquisition of our Company. The shares of Common Stockcommon stock that are authorized but unissued provide our Board with flexibility to effect, among other transactions, public or private refinancings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Reverse Split would give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or the rules of the Exchanges.Nasdaq or other stock exchanges. The Reverse Split is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued Common Stockcommon stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.

In addition, the issuance of additional shares of Common Stockcommon stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share and the book or market value of our outstanding Common Stock,common stock, depending on the circumstances, and would likely dilute a stockholder’s percentage voting power in us. Holders of our Common Stockcommon stock are not entitled to preemptive rights or other protections against dilution. Our Board intends to take these factors into account before authorizing any new issuance of shares.

Accounting Consequences

As of the Effective Time, the stated capital attributable to Common Stockcommon stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of our Common Stockcommon stock outstanding.

Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of our Common Stock.common stock. This summary addresses the tax consequences only to a beneficial owner of our Common Stockcommon stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our Common Stockcommon stock (a “U.S. holder”“U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law or persons that do not hold our Common Stockcommon stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock,common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock,common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.

Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Stock Split.

The Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon the Reverse Split. Accordingly, the aggregate tax basis in the Common Stockcommon stock received pursuant to the Reverse Split should equal the aggregate tax basis in the Common Stockcommon stock surrendered and the holding period for the Common Stockcommon stock received should include the holding period for the Common Stockcommon stock surrendered.

PROPOSED ACTION NO. 2

TheVote Required; Board of Directors Recommendation

You may vote in favor of or against this proposal or you may abstain from voting. Approval of this Proposal No. 1 requires the affirmative vote of a combined majority of the Company is providing you the accompanying consent solicitation statement on Schedule 14A (the “Consent Solicitation Statement”) in order to obtain from the Company’s stockholders written consents approvingissued and authorizing the following two Actions: (i) a certificate of amendment (the “Certificate of Amendment”) to the Company’s restated certificate of incorporation to effectuate a Reverse Split of our common stock at a ratio of not less than one-for-100 and no more than one-for 500, which such ratio to be determined at the sole discretion of the Board and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board at its sole discretion as described above in Proposed Action No. 2; and (ii) a Certificate of Amendment to the Company’s restated certificate of incorporation to decrease the number ofoutstanding shares of common stock par value $.0001 per share, of the Company (“Common Stock”) from two billion to 100 million with the number of authorized shares of Preferred Stock, $.0001 par value, remaining at 5 million, it being understood that the second action would only be implemented in the event the Board effectuates the Reverse Split. Such approval and authorization by the stockholders is herein referred to as the “Actions.”

Purpose of Proposed Action No. 2

In the event that Proposed Action No. 1 is consented to by stockholders, the Board believes that it is appropriate to reduce the authorized number of shares of Common Stock to one hundred million with the number of shares of Preferred Stock remaining unchanged at five million. The reasons for this decrease which is not in proportion with the Reverse Stock Split are set forth in Proposed Action No. 1 described above.

Text of Proposed Amendment; Effectiveness

The text of the proposed Certificate of Amendment is set forth in Annex A to this Proxy Statement. If and when effected by our Board, the Certificate of Amendment will become effective upon its filing with the Department of State of the State of New York.

Required Vote

Stockholder approval of the Actions will be effective upon our receipt of the written consent, not previously revoked, of the holders of a majority of voting power of outstanding Common Stock andSeries F Preferred Stock entitled to vote thereon, voting together asat the meeting, assuming the presence of a single class. Eachquorum. The one outstanding share of CommonSeries F Preferred Stock has 70 million votes on this proposal, provided that such votes must be counted by the Company in the same proportion as the aggregate shares of common stock are voted on this proposal, without regard to abstentions or broker non-votes. Since the Series F Preferred Stock will mirror only votes of common stock cast, abstentions will not have any effect on the votes cast by the holders of the Series F Preferred Stock on this proposal.

Proposal No. 1 is entitleda non-routine matter. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board are to one vote. Thebe voted on this proposal, such shares will be not be voted in favor of the approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote on Proposal No. 1 in order for them to vote your shares so that your vote can be counted. If you hold your shares in “street name” and you do not instruct your broker how to vote on Proposal No.1, a broker non-vote will occur and, no votes will be cast on your behalf. It is therefore critical that you cast your vote if you want it to count in Proposal No. 1. Broker non-votes and abstentions will not be counted as votes cast and since the Company requires the affirmative vote of the majority of the issued and outstanding votingcommon stock and Series F Preferred Stock of the Company, consists of Series C Preferred Stock.Abstentions are considered present for purposes of establishing a quorum butyour broker non-vote or abstention will count as a vote against each proposed Action. The 1500 outstanding shares of Series C Preferred Stock which is held by one person hashave an effect on the voting rights of 300,000,000 common shares. The outstanding 61,688 shares of Series E Preferred Stock and 56,413 shares of Series AAA Preferred Stock have no voting rights, except as required by law. Asresult of the Record Date, there were outstanding 926,456,489 shares of Common Stock entitled to votes and 1,500 shares of Series C Preferred Stock entitled to 300,000,000 votes. By approving Annex A, ourvote as effectively voting against the Proposal.

If the stockholders are authorizing our executive officers to make any necessary changes to Annex A required bydo not approve Proposal No. 1, the Department of State of the State of New York to file the Certificate of Amendment with said Department.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” BOTH PROPOSED ACTIONS.reverse stock split will not be implemented.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

As of June 11, 2020, the Company had outstanding 926,456,489 shares of Common Stock, which increased to 969,531,615 common shares as of July 1, 2020. The only persons of record who presently hold or are known to own (or believed by the Company to own) beneficially more than 5% of the outstanding shares of such class of stock is listed below. The following table also sets forth certain information as to holdings of the Company's Common Stock of all officers and directors individually, and all officers and directors as a group.

Shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. This table is presented based upon security ownership as of July 1, 2020.

__________

* Less than one percent.

NO DISSENTERS’ RIGHTS

No dissenters’ or appraisal rights are available to the Company's stockholders as of the Record Date under New York law, the Restated Certificate of Incorporation or the bylaws of the Company in connection with the Actions.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Consent Solicitation Statement, no officer or director or any associate of such person has any substantial interest in the matters acted upon by our Board and stockholders, other than his or her role as a stockholder, officer or director.

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can read our SEC filings, including the Consent Solicitation Statement, at the SEC’s website at www.sec.gov.

You may read and copy this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549, at prescribed rates. You may obtain information regarding the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Our website can be accessed at www.mobiquitytechnologies.com. The information contained on, or that may be obtained from, our website is not, and shall not be deemed to be, a part of this Consent Solicitation Statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Information Statement. Information in this Information Statement supersedes information incorporated by reference that we filed with the SEC prior to the date of this Information Statement.

We incorporate by reference into this Information Statement the information or documents listed below that we have filed with the SEC:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS CONSENT SOLICITATION STATEMENT

Certain information set forth in this Consent Solicitation Statement and documents incorporated herein by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,” “future,” “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Consent Solicitation Statement and documents incorporated herein by reference regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward- looking statements. Examples of forward-looking statements include, among others, statements we make regarding the filing of the Certificate of Amendment and the potential uses of the increased number of authorized shares of Common Stock resulting from such Actions.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and quarterly report on form 10-Q for the quarter ended March 31, 2020.

Any forward-looking statement made by us in this Consent Solicitation Statement or any document incorporated herein by reference is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required under applicable law. We anticipate that subsequent events and developments will cause our views to change. You should read this Consent Solicitation Statement completely and with the understanding that our actual future results may be materially different from what we expect. Our forward- looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

FUTURE PROPOSALS OF STOCKHOLDERS

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Stockholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to any 2021 annual meeting of stockholders, if any, must be received within a reasonable time before the Company prints and sends it proxy materials. In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to the Company’s CEO at the address set forth herein.

Requirements for Stockholder Proposals to Be Brought Before the 2021 Annual Meeting of Stockholders. Notice of any director nomination or other proposal that you intend to present at the 2021 annual meeting of stockholders, if any, but do not intend to have included in the proxy statement and form of proxy relating to the 2021 annual meeting of stockholders, must be delivered to the Company’s Secretary at the address set forth herein within a reasonable time before the Company prints and sends its proxy materials. In addition, your notice must set forth the information required by our bylaws with respect to each director nomination or other proposal that you intend to present at the 2021 annual meeting of stockholders.

OTHER MATTERS

The Board of Directors does not know of any matters other than those mentioned above to be presented at the meeting. However, if other matters properly come before the meeting, the individual named in the accompanying proxy shall vote on such matters in accordance with his best judgment.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Shareholders may read and copy any reports, statements or other information that we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our public filings are also available from commercial document retrieval services and at the SEC’s website located at http://www.sec.gov.

By Order of the Board of Directors

/s/ Dean L. Julia

Dean L. Julia

Co-Chief Executive Officer

Shoreham, NY 11786

July 6, 2020

ANNEXPROPOSAL 2: TO RATIFY A CHANGE IN OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO ASSURANCE DIMENSIONS, INC FOR FISCAL 2023

Earlier this year, the Audit Committee had appointed D. Brooks & Associates CPAs as our independent registered public accounting firm to audit the financial statements of Mobiquity for the fiscal year ending December 31, 2023, and had further directed that management submit their selection of independent registered public accounting firm for ratification by our stockholders at the Annual Meeting which was held on May 15, 2023. At the annual meeting, our stockholders approved the actions of our Audit Committee. Subsequent to our Annual Meeting, Assurance Dimensions, Inc. purchased the public accounting business of D. Brooks & Associates CPAs and our Audit Committee appointed Assurance Dimensions, Inc as our independent registered public accounting firm to audit the financial statements of Mobiquity for the fiscal year ending December 31, 2023. Our Audit Committee further directed that management submit their selection of independent registered public accounting firm for ratification by our stockholders at the Special Meeting which is to be held on July 10, 2023.

Principal Accountant Fees and Services

D. Brooks & Associates CPAs commenced serving as our independent registered accounting firm on June 29, 2022. From June 29, 2022 through December 31, 2022, the Company paid D. Brooks & Associates CPAs an aggregate of $46,888 for its review of the quarterly financial statements and other Exchange Act matters. In the first quarter of 2023, the Company paid D. Brooks & Associates CPAs $50,000 for work performed in connection with auditing the Company’s financial statements for the year ended December 31, 2022. It is anticipated the Dimension Assurances, Inc. will soon begin work on reviewing our Form 10-Q for the quarter ended June 30, 2023.

Audit Fees

Represents fees for professional services provided in connection with the audit of the Company’s annual consolidated financial statements and reviews of the Company’s quarterly interim consolidated financial statements.

Audit-Related Fees

Fees related to review of registration statements, acquisition due diligence and statutory audits.

Tax Fees

Tax fees are associated with tax compliance, tax advice, tax planning and tax preparation services.

Pre-Approval Policy and Procedures

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. The Audit Committee is required to review and approve the proposed retention of independent auditors to perform any proposed auditing and non-auditing services as outlined in its charter. The Audit Committee has not established policies and procedures separate from its charter concerning the pre-approval of auditing and non-auditing related services. As required by Section 10A of the Exchange Act, our Audit Committee has authorized all auditing and non-auditing services provided by Dimension Assurances, Inc. for fiscal 2023 and the fees paid or to be paid for such services. However, the pre-approval requirement may be waived with respect to the provision of non-audit services for the Company if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.

The Audit Committee has considered whether the provision of Audit-Related Fees, Tax Fees, and all other fees as described above is compatible with maintaining Dimension Assurances, Inc. independence and has determined that such services for the fiscal year 2023 are compatible. All such services were approved by the Audit Committee pursuant to Rule 2-01 of Regulation S-X under the Exchange Act to the extent that rule was applicable.

Review of Financial Statements

The Audit Committee is responsible for reviewing and discussing the audited consolidated financial statements with management, discussing with the independent registered public accountants the matters required by Public Company Accounting Oversight Board Auditing Standard No. 1301 Communications with Audit Committees, receiving written disclosures from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence and discussing with the independent registered public accountants their independence, and recommending to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K.

Attendance at Annual Meeting

Representatives of Dimension Assurance, Inc. will not be present at the Special Meeting, will not have an opportunity to make a statement if they desire to do so, and will not be available to respond to appropriate questions from stockholders.

Changes in Accountants

Previous Independent Auditors (BF Borgers CPA PC)

Previous Independent Auditors (D. Brooks & Associates CPAs)

New Independent Accountants

On June ___, 2023, the Company engaged Dimension Assurances, Inc. as its new registered independent public accountant. (Dimension Assurances, Inc. acquired our former independent accountant, D. Brooks, subsequent to our May 15, 2023 Annual Meeting.) During the year ended December 31, 2022, and prior to June ___, 2023 (the date of the new engagement), we did not consult with Dimension Assurances, Inc. regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by Dimension Assurances, Inc. in either case where  written or oral advice provided by Dimension Assurances, Inc. would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

Vote Required; Board of Directors Recommendation

You may vote in favor of or against this proposal or you may abstain from voting. Approval of this Proposal No. 2 requires the affirmative vote of a majority of the total votes cast in person (virtually via the internet or telephonically) or represented by proxy on the proposal, assuming the presence of a quorum.

Proposal No. 2 is a routine matter. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board are to be voted on this proposal, such shares will be voted in favor of Proposal No.2. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote on Proposal No. 2 in order for them to vote your shares so that your vote can be counted. If you hold your shares in “street name” and you do not instruct your broker how to vote on Proposal No.2, a broker vote may occur on your behalf in favor of Proposal No. 2. It is therefore critical that you cast your vote if you want it to count in Proposal No. 2. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the result of the vote although they will be considered present for the purpose of determining the presence of a quorum.

PROPOSAL NO. 3: TO APPROVE OF THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE PROPOSALS OR ESTABLISH A QUORUM

If at the Special Meeting, the number of votes represented by shares of capital stock entitled to vote present or represented and voting in favor of Proposal No. 1 and/or Proposal No.2 is insufficient to approve a proposal or establish a quorum, our management may move to adjourn the Special Meeting in order to enable our Board to continue to solicit additional proxies in favor of such proposals.

In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by our board of directors to vote in favor of adjourning or postponing the Special Meeting and any later adjournments. If our stockholders approve this adjournment proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of any or all of the proposals, including the solicitation of proxies from stockholders that have previously voted against the proposals. Among other things, approval of this adjournment proposal could mean that, even if proxies representing a sufficient number of votes against any of the proposals have been received, we could adjourn or postpone the Special Meeting without a vote on such proposal and seek to convince the holders of those shares to change their votes to votes in favor of the approval of such proposal.

Vote Required for Approval of this Proposal and Recommendation

The affirmative vote of the majority of votes represented by shares of common stock present in person or represented by proxy and entitled to vote thereon at the Special Meeting is required to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal No.1, Proposal No. 2 or establish a quorum.

Abstentions will be the equivalent of votes against this proposal and broker non-votes will not have an effect on the outcome of this proposal.

HOUSEHOLDING OF SPECIAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: Mobiquity Technologies, Inc., 35 Torrington Lane, Shoreham, NY 11786, Attn.: CEO or by phone at (516)246-9422. Any stockholder who wants to receive a separate copy of this proxy statement, or of our proxy statements or Special reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.

OTHER MATTERS

As of the date of this proxy statement, the Board does not intend to present at the Special Meeting of Stockholders any matters other than those described herein and does not presently know of any matters that will be presented by other parties at the Special Meeting. If any other matter requiring a vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder.

June 16, 2023

Shoreham, New York

Annex A

CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION

OF

MOBIQUITY TECHNOLOGIES, INC.

Under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

“FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one hundred five million (105,000,000), of which one hundred million (100,000,000) shares, par value of one-tenth of a mil ($.0001) each, amounting in the aggregate to ten thousand ($10,000) dollars, shall be common stock and of which five million (5,000,000) shares, par value of one tenth of a mil ($.0001) each, amounting in the aggregate to five hundred ($500) dollars, shall be preferred stock. One million five hundred thousand (1,500,000) of the authorized shares of Preferred Stock are hereby designated "Series AA Preferred Stock." One Million two hundred fifty thousand (1,250,000) of the authorized shares of Preferred Stock are hereby designated "Series AAA Preferred Stock.'' One Thousand two hundred fifty (1,250) of the authorized shares of Preferred Stock are hereby designated "Series AAAA Preferred Stock." One Thousand five hundred (1,500) of the authorized shares of Preferred Stock are hereby designated "Series C Preferred Stock." Two (2) of the authorized shares of Preferred Stock are hereby designated "Class B Preferred Stock." Seventy Thousand (70,000) of the authorized shares of Preferred Stock are hereby designated "Series E Preferred Stock."

“Pursuant to the Business Corporation Law, upon the filing of this Certificate of Amendment (this “Amendment”) to the Certificate of Incorporation with the New York Department of State (the “Effective Time”), each [ ][__] shares of the corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of common stock without any further action by the corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The corporation shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall have their fractional share rounded up to the nearest whole number as of the Effective Time.”

IN WITNESS WHEREOF, the undersigned hereby affirms that statements made herein are true and under penalties of perjury.

Dated: [  ], 2020

Dean L. Julia, CEO/Secretary

ANNEX B

ACTIONS BY WRITTEN CONSENT
OF THE STOCKHOLDERS OF
MOBIQUITY TECHNOLOGIES, INC.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

CERTIFICATE OF AMENDMENT

OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF

MOBIQUITY TECHNOLOGIES, INC.

Under Section 805 of the Business Corporation Law.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet - ☐ ☐ ☐ QUICK EASY

IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail

MOBIQUITY TECHNOLOGIES,INC.	Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on July 9, 2023.
		INTERNET – www.cstproxyvote.com
		Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
		Vote at the Meeting – If you plan to attend the virtual online annual
		meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend; http://cstproxy.com/xxxxxxxxxx/20xx

	PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.			MAILMAIL– Mark, sign and date your written consentproxy card and return it in the postage-paid envelope provided.

ê☐ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ê☐

PROXY Our BOARD of Directors RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, and 3.
WRITTEN CONSENT	Please mark your votes like this	x

THE BOARD OF DIRECTORS RECOMMENDS CONSENT TO PROPOSAL 1 AND PROPOSAL 2.

The undersigned, being a stockholder of Mobiquity Technologies, Inc., a New York corporation (the “Company”), as of June 11, 2020, acknowledges receipt of the Notice of Consent Solicitation dated July 6, 2020, and Consent Solicitation Statement (collectively, the “Consent Solicitation Statement”) and hereby consents (by checking the FOR box) or withholds consent (by checking the AGAINST or ABSTAIN box) to the approval of an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) as follows:

FOR

AGAINST

1. To approve a proposal to comply with

FOR

AGAINST

ABSTAIN

☐

☐

☐

Nasdaq Listing Rule Section 5550(a)(2).

2. To approve a proposal to change

FOR

AGAINST

ABSTAIN

auditors for fiscal 2023.

3. To approve a proposal to adjourn the

FOR

AGAINST

ABSTAIN

meeting to a later date, if necessary.

Signature_____________________________ Signature, __________Signature, if held jointlyjointly_____________________________Date_________, 2023__________Date _________, 2020

Note: Please execute this written consentsign exactly as your name appears hereon. When shares are held by joint tenants,owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or guardian,corporate officer, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

Important Notice Regarding the Internet Availability of Consent SolicitationProxy

Materials for the Special Meeting of Shareholders

The Consent SolicitationTo view the 2023 Proxy Statement and to

Attend the Actions by Written Consent form set forth herein are also available on the Internet at the following address: Special Meeting, please go to:

https://www.cstproxy.com/mobiquitytechnologies/2020sm2023

ê☐ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ê☐

WRITTEN CONSENTPROXY

ACTIONS BY WRITTEN CONSENTTHIS PROXY IS SOLICITED ON BEHALF OF THE SHAREHOLDERSBOARD OF

MOBIQUITY TECHNOLOGIES, INC. DIRECTORS

Mobiquity Technologies Inc.

The undersigned appoints Dean L. Julia and Gene Salkind, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Mobiquity Technologies Inc. held of record by the undersigned at the close of business on June 15, 2023 at the Special Meeting of Stockholders of Mobiquity Technologies Inc . to be held on July 10, 2023, or at any adjournment thereof.  

THIS WRITTEN CONSENTPROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALs 1 , PROPOSAL 2 AND PROPOSAL 3. THIS PROXY IS SOLICITED BYON BEHALF OF THE BOARD OF DIRECTORS OF MOBIQUITY TECHNOLOGIES, INC. THE UNDERSIGNED HEREBY REVOKES ANY CONSENT OR CONSENTS HERETOFORE GIVEN. THIS CONSENT MAY BE REVOKED AT ANY TIME BEFORE 5:00 P.M. (EASTERN TIME), ON AUGUST 7, 2020, UNLESS THE SOLICITATION PERIOD IS SHORTENED OR EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION.

BY SIGNING AND RETURNING THIS ACTIONS BY WRITTEN CONSENT FORM, THE UNDERSIGNED STOCKHOLDER WILL BE DEEMED TO HAVE VOTED ALL SHARES OF CAPITAL STOCK OWNED BY THE UNDERSIGNED IN THE MANNER DIRECTED ABOVE WITH RESPECT TO THE PROPOSED AMENDMENT. IF THE UNDERSIGNED STOCKHOLDER SIGNS AND RETURNS THIS CONSENT BUT DOES NOT CHECK A BOX, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED FOR APPROVAL OF THE PROPOSED AMENDMENT.

DIRECTORS.  

(Continued and to be marked, dated and signed, on the other side)

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