Exhibit 2.2
EMPIRE GLOBAL CORP.
Suite 701 - 130 Adelaide St. W.
Toronto, Ontario M5H 2K4
(OTCQB:EMGL)
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
DATE: July 9, 2015
Signature Stock Transfer, Inc
2632 Coachlight Court
Plano, TX 75075
Ladies and Gentlemen:
On behalf of Empire Global Corp, a Delaware corporation (the "Company"),
reference is made to that certain Convertible Promissory Note with an original
principal value of $220,000 (the "Note") along with exhibits A, B, C and D of
the Note, all dated July 9, 2015 (and together are referred to as the
"Agreement"), by and between the Company and Tangiers Investment Group, LLC, a
Delaware limited liability company (the "Holder"). A copy of the above are
attached hereto. Pursuant to the terms of the Note the Holder is given the right
to convert, from time to time, all or any portion of the Note into shares of
common stock (the "Shares") of the Company (the "Common Stock" or "Subject
Shares"). We ask that you familiarize yourself with your issuance and delivery
obligations as Transfer Agent, contained herein.
From and after the date hereof and until all of Company's obligations under the
Note are paid and performed in full:
(a) you are hereby authorized to establish a reserve of shares of authorized but
unissued Common Stock of the Company in an amount not less than 1,000,000
shares (the "Transfer Agent Reserve") for issuance upon partial or full
conversion of the Note listed above in accordance with the terms thereof,
(b) you shall maintain and hold the Transfer Agent Reserve for the exclusive
benefit of Holder,
(c) you shall issue the shares of Common Stock held in the Transfer Agent
Reserve to Holder or its broker only (subject to the immediately following
clause (d))
(d) when you issue shares of Common Stock to Holder or its broker under the Note
pursuant to the other instructions in this Letter, you shall first issue
such shares from the Company's authorized and unissued shares of Common
Stock to the extent the same are available and not from the Transfer Agent
Reserve unless and until there are no authorized shares of Common Stock
available for issuance other than those held in the Transfer Agent Reserve,
at which point, and upon your receipt of authorization solely from Holder,
you shall then issue any shares of Common Stock deliverable to Holder under
the Note from the Transfer Agent Reserve
(e) you shall not otherwise reduce the Transfer Agent Reserve under any
circumstances, unless Holder delivers to you written pre-approval of such
reduction, and
(f) you shall immediately add shares of Common Stock to the Transfer Agent
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Reserve as and when requested by Company or Holder in writing from time to
time, according to the terms provided in Section 1.00(e) of the Note.
The ability to convert the Note in a timely manner is a material obligation of
the Company pursuant to the Note. Your firm is hereby irrevocably authorized
and instructed to issue shares of Common Stock of the Company (without any
restrictive legend) to the Holder without any further action or confirmation by
the Company upon your receipt from the Holder of (a) a notice of conversion
("Conversion Notice") executed by the Holder; and (b) an opinion of counsel of
the Holder, in form, substance and scope customary for opinions of counsel in
comparable transactions (and satisfactory to the transfer agent), to the effect
that the shares of Common Stock of the Company issued to the Holder pursuant to
the Conversion Notice are not "restricted securities" as defined in Rule 144 and
should be issued to the Holder without any restrictive legend. Please note that
a share issuance resolution is not required for each conversion since these
instructions and the Note have previously been approved by a resolution of the
Company's board of directors.
The Company hereby requests that your firm act immediately, without delay and
without the need for any action or confirmation by the Company with respect to
the issuance of Common Stock pursuant to any Conversion Notices received from
the Holder. Your firm will not delay in processing any Conversion Notices owing
to the fact that the Company is in arrears of its fees and other monies owed to
your firm, provided that the Holder agrees that each time a Conversion Notice
is delivered to your firm, in the event the Company refuses to pay the cost
associated with processing a Conversion Notice (in contradiction with the terms
of the Note) the Holder agrees to pay the cost of processing the Conversion
Notice a sum not to exceed $250.00 for each such transaction.
The Holder shall reserve the right to maintain this Transfer Agent Reserve
beyond the date of retirement of the Note provided that there are other existing
securities issued by the Company in the Holder's name as of the date of that
retirement and said securities require a share reserve to be maintained. The
Holder shall be allowed to re-assign this Transfer Agent Reserve to any other
existing securities issued by the Company in Holder's name. This Transfer Agent
Reserve may not be transferred, extinguished or otherwise re-assigned without
prior written approval by the Holder.
The Company hereby directs you, upon request by the Holder or Holder's broker
dealer, to immediately provide any capitalization structure information
pertaining to the number of common shares of the Company that are issued and
outstanding, authorized, reserved, or in the public float.
The Company shall indemnify you and your officers, directors, principals,
partners, agents and representatives, and hold each of them harmless from and
against any and all loss, liability, damage, claim or expense (including the
reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions
set forth herein, the performance of your duties hereunder and otherwise in
respect hereof, including the costs and expenses of defending yourself or
themselves against any claim or liability hereunder, except that the Company
shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith (which gross
negligence, bad faith or willful misconduct must be determined by a final,
non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). You shall have no liability to the Company in respect to any
action taken or any failure to act in respect of this if such action was taken
or omitted to be taken in good faith, and you shall be entitled to rely in this
regard on the advice of counsel.
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The Company agrees, in the event of a change in transfer agents, that the
Transfer Agent Reserve shall be automatically reestablished at the new transfer
agent.
The Holder is intended to be and is a third party beneficiary hereof, and no
amendment or modification to the instructions set forth herein may be made
without the consent of the Holder. As such, the Company hereby directs you to
disregard any contrary instruction provided by or on behalf of the Company or
any other person purporting to represent the Company unless accompanied by
written consent from the Holder.
Please execute this letter in the space indicated to acknowledge your agreement
to act in accordance with these instructions and return a copy of this agreement
to the Company and to the Holder.
Very truly yours,
Empire Global Corp
By:
______________________________
Name: Michele Ciavarella
Title: Chairman and CEO
Acknowledged and Agreed:
Signature Stock Transfer, Inc
By: Date: 7 / 9 /15
______________________________
Name: Jason M. Bugitski
Title: President