Exhibit 10.65


 


 


Surepure, Inc.


405 Lexington Avenue, 26th Floor


New York, NY 10174


April 27, 2017


 


VStock Transfer, LLC


71 Spruce Street


Suite 201

Cedarhurst, NY 11516


Re: Irrevocable Transfer Agent Instructions


 


Ladies and Gentlemen:


 


On
April 27, 2017, SUREPURE, Inc., a Nevada corporation (the "Company"), and LG Capital Funding, LLC (the
“Investor”) have entered into 2 4% Convertible Promissory Notes in the principal amounts of $35,000.00 (“Note
1”), and $42,900.00 (“Note 2”, and collectively with Note 1, the “Note”).


 


You are hereby irrevocably authorized and
instructed to reserve seven million one hundred eighty four thousand (7,184,000) shares of common stock (“Common Stock”)
of the Company for issuance upon for conversion of the Note in accordance with the terms thereof (“Reserved Shares”).
The Investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of
Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note.
You shall have no duty to confirm the reserve calculations presented by the Investor and may rely on those calculations without
any liability to the Company, further any increase requests must be made on the basis of available shares of authorized capital
that have not been allocated to another party. You are hereby further irrevocably authorized and directed to issue the shares
of Common Stock so reserved upon your receipt from the Investor of a notice of conversion ("Notice of Conversion") executed
by the Investor in accordance with the terms of the Notice of Conversion. You shall have no duty or obligation to confirm the accuracy
or the information set forth on the Notice of Conversion. Once the Company repays the principal, plus interest, plus default interest
(if any) of any of the Note at the maturity date, upon written (e-mail being acceptable) confirmation by the Investor or Investor
Counsel as well as the Company, Transfer Agent shall have no further obligation to maintain a reserve on behalf of the Investor
or to issue any share of Common Stock to the Investor under the terms of that Note...


 


The Company must be
participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program
in order for the shares to be delivered electronically. The shares to be issued are to be registered in the names of the registered
holder of the securities submitted for conversion or exercise.


 






     


     


    

 


The shares will be
issued within three (3) business day upon receipt of the Notice of Conversion. If the Company’s account is at least 30 days
past due, the Investor is responsible for the prepaid Transfer Agent transfer and shipping fees. In no event shall the Transfer
Agent be required to issue and deliver share certificates without the prior payment of its fees for the certificates to be issued.
Transfer Agent shall directly provide the Investor with the number of shares of authorized capital and the outstanding shares of
the Company upon request of the Investor.


 


The Company and the
Investor intend that these instructions require the placement of a restrictive legend on all applicable share certificates unless
the requirements listed below are met and the Investor provides the Transfer agent with an acceptable legal opinion stating that
share certificates can be issued without a legend. So long as you have previously received such legal opinion from the Company
(or Investor counsel) that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without
any restriction and the number of shares to be issued are less than 9.9% of the total issued and outstanding common stock of the
Company, such shares should be transferred, at the option of the holder of the Notes as specified in the Notice of Conversion,
either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit Withdrawal
Agent Commission system if the Company is a participant or (ii) in certificated form without any legend which would restrict the
transfer of the shares, and you should remove all stop-transfer instructions relating to such shares. Until such time as you are
advised by Investor counsel that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144
without any restriction and the number of shares to be issued are less than 9.9% of the total issued and outstanding common stock
of the Company, you are hereby instructed to place the following legends on the certificates:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF INVESTOR
COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


The legend set forth
above shall be removed and you are instructed to issue a certificate without such legend to the holder of any shares upon which
it is stamped, if: (a) such shares are registered for sale under an effective registration statement filed under the 1933 Act or
otherwise may be sold pursuant to Rule 144 without any restriction and the number of shares to be issued is less than 9.9% of the
total issued common stock of the Company, (b) such holder provides the Company and the transfer agent with an opinion of counsel,
in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory to the transfer agent),
to the effect that a public sale or transfer of such security may be made without registration under the 1933 Act and such sale
or transfer is effected and (c) such holder provides the Company and the transfer agent with reasonable assurances that such shares
can be sold pursuant to Rule 144. Nothing herein shall be construed to require the Transfer Agent to take any action which would
violate state or federal rules, regulations or law. If an instruction herein would require such a violation, such instructions,
but not any other term herein, shall be void and unenforceable.


 






     


     


    

 


The Company shall indemnify
and defend 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 and Transfer
Agent’s attorney) 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 or the Investor 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.


 


The Company agrees
that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a suitable replacement
transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable
Instructions within five (5) business days. The Company and the Investor agree that any action which names the Transfer Agent as
a party shall be brought in a court of general jurisdiction in New York, New York and no other court.


 


The Investor is intended
to be a party to these instructions and are third party beneficiaries hereof, and no amendment or modification to the instructions
set forth herein may be made without the consent of the Investor.


Very truly yours,


 


SUREPURE, INC.


 


By: /s/ Stephen
Robinson


Title: Chief Financial Officer


 


Acknowledged and Agreed:


 


VSTOCK TRANSFER, LLC


 


By: /s/ Yoel Goldfeder


Title: Chief Executive Officer