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<u>$MOBQ SCHEDULE 14A Reverse Split</u>

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Wall $treet Kid Member Level  Tuesday, 06/23/20 05:12:11 PM
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$MOBQ SCHEDULE 14A Reverse Split

The Board of Directors of Mobiquity Technologies, Inc., a New York corporation (the “Company,” “we,” “us” or “our”), 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 approving 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; and (ii) a Certificate of Amendment to the Company’s restated certificate of incorporation to decrease the number of 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.”

The Actions are described in more detail in the accompanying Consent Solicitation Statement and the Certificate of Amendment is attached as Annex A thereto.

We have established the close of business on June 11, 2020 as the record date for determining stockholders entitled to submit written consents. Stockholders constituting the holders of a majority of voting power of the Company’s outstanding Common Stock and Series C Preferred Stock entitled to vote thereon, voting together, as of the close of business on the record date, must consent in order for the Actions to be approved by stockholders.

The Company’s Board of Directors recommends that all stockholders consent to the Actions by marking the box entitled “FOR” and submitting to the Company the Actions by Written Consent form, which is attached as Annex B to the Consent Solicitation Statement. To be counted, your properly completed and executed Actions by Written Consent form must be received by the Company on or before 5:00 p.m. Eastern Time on August 7, 2020 (the “Expiration Date”), subject to early termination or extension of the Expiration Date at the Company’s discretion.

The Consent Solicitation Statement is being sent on or about July 6, 2020 to stockholders of record of the Company’s capital stock as of June 11, 2020. The date of the accompanying Consent Solicitation Statement is July 6, 2020


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