The 700,000,000 votes ensure there will be a quoru

The 700,000,000 votes ensure there will be a quorum if there is 1 other vote. Without it, if less than 51,203,379 votes were cast no matter which way, then the company would fail to achieve quorum and the meeting may be adjourned without a decision.

The 700M votes just amplifies the votes in whatever direction the outcome would be. It is not 700M votes for. So let's say there were only 7 other votes for the RS. 7 share holders that just had 1 share each. 4 for and 3 against. Then the votes would be 400,000,004 for and 300,000,003 against.

One might ask, why is it 700M and not say 25M-50M assuming insiders and some shareholders will vote? This is where it gets interesting...

Let's say I had 1M shares, but I loaned them out like a moron for a tiny interest gain. Surprise, surprise, I lose my right to vote on those shares. The person that borrowed the shares to sell, never owned the shares, so has no voting rights either. The only one that would of those 1M shares is the person that bought them from the short seller which used to be my shares. The original owner of the 1M shares doesn't get his rights back until that short position is closed out (covered).

Everyone with me so far?

Now let's talk about Naked Short Selling where the trader sells the shares without properly borrowing the stock. When the stock isn't properly borrowed, the buyer at the other end of that short-sale doesn't get delivery of the shares within the mandated three-day window. The buyer also loses out on voting rights and tax-advantages until the short-seller closes out the position.

So hopefully you can see how shorting can play havoc with your proxy voting

The bottom-line is all the largest shareholders including myself will vote in favor so the no votes will not matter a bit. The unfortunate part about this is those that would vote no are absolutely clueless of the consequences that could follow.

Anyway, the RS and the increase AS are tools to have in the toolbox. (i.e. leverage).

One last thing to think about...

Why does that 1 share of Series B Preferred Stock have 700M votes? Why not 150M? What does VERB know about the existing shorts and naked shorts?

https://www.sec.gov/Archives/edgar/data/15666...pre14a.htm

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How many votes do I have?
On the Record Date, there were 153,610,152 shares of common stock outstanding and one (1) share of Series B Preferred Stock. Each share of common stock represents one vote that may be voted on each proposal that may come before the Special Meeting. The Series B Preferred Stock does not have any voting rights except with respect to the Proposal 1- Increase in the Authorized Common Stock Proposal and Proposal 2- the Reverse Stock Split Proposal. Each share of Series B Preferred Stock represents 700,000,000 votes that may be voted on each of the Increase in the Authorized Common Stock Proposal and the Reverse Stock Split Proposal; provided that such votes must be counted in the same proportion as the shares of common stock voted FOR Proposal 1 and Proposal 2, respectively. As an example, if 50.5% of the shares of common stock are voted FOR Proposal 1, 50.5% of the votes cast by the holder of the Series B Preferred Stock will be cast as votes FOR Proposal 1. Holders of common stock and Series B Preferred Stock will vote on Proposal 1 and on Proposal 2 as a single class.

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What is the quorum requirement?
One-third of the outstanding shares of common stock entitled to vote at the Special Meeting must be present at the Special Meeting, either virtually or represented by proxy, in order for us to hold the Special Meeting. This is referred to as a quorum. On the Record Date, there were 153,610,152 outstanding shares of our common stock entitled to vote. Thus, 51,203,379 shares of our common stock must be present at the Special Meeting, either virtually or represented by proxy, to have a quorum. The Series B Preferred Stock will not count towards the quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Special Meeting. Abstentions and broker non-votes will also be counted towards the quorum requirement.

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