EXHIBIT 10.3


 


BLACKSTAR ENTERPRISE
GROUP, INC.


4450 Arapahoe
Ave., Suite 100


Boulder, CO 80303


 


 


Equiniti Trust Company


Attention: Transfer Department


3200 Cherry Creek Drive South


Denver, CO 80209


 


 


November 20, 2020


 


Ladies and Gentlemen:


 


 


Blackstar Enterprise Group, Inc
(Issuer) a Delaware Corporation and Quick Capital LLC. (Investor) have entered into a Securities Purchase Agreement dated as of
November 16, 2020 (the “Agreement”) providing for the issuance of the 10% Convertible Promissory Note in the principal
amount of $33,275.00 (the “Note”).


 


A copy of the Note is attached
hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer Agent, contained herein. The
shares to be issued are to be registered in the name of the registered holder of the securities submitted for conversion or exercise.


 


You are hereby irrevocably authorized
and instructed to reserve 12,000,000 shares of common stock ("Common Stock") of the Company for issuance upon full conversion
of the Note. The amount of Common Stock so reserved may be increased, from time to time, by written instructions of the Company
or the Investor so long as there are sufficient authorized and unissued shares of the Company not otherwise reserved available
to do so.


 


So long as you have previously
received confirmation from the Company (or Investor’s 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 Company or its counsel or Investor's counsel provides
an opinion of counsel to that effect in form, substance and scope customary for opinions of counsel in comparable transactions
(and satisfactory to the transfer agent), together with other documentation that may reasonably be requested, and the number of
shares to be issued are less than 9.99% of the total issued and outstanding common stock of the Company, such shares should be
issued either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit/Withdrawal
Agent Commission system, provided that the Company has been made FAST/DRS eligible by DTCC (DWAC), 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 (such shares shall be issued from the reserve, but in the event there are insufficient reserve shares of Common
Stock to accommodate a Conversion Notice, your firm and the Company agree that the Conversion Notice should be completed using
authorized but unissued shares of Common Stock that the Company has in its treasury that are not otherwise reserved). Equiniti
Trust Company is not responsible for the accuracy set forth in the Notice of Conversion. Until such time as you are advised by
Investor or Company counsel as above that the shares have been registered under the 1933 Act or otherwise may be sold pursuant
to Rule 144 without any restriction, you are hereby instructed to place the following legend on the certificates:


 




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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 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 Company hereby requests that
your firm act promptly, without unreasonable 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 Investor.


 


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, including claims that may be asserted by the Company, 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. 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.


 


The Board of Directors of the Company
has approved the foregoing (irrevocable instructions) and does hereby extend the Company's irrevocable agreement to indemnify
your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein
set forth.


 


All processing fees will be expected
and payable upon receipt of the request from the presenter of such request. The Company and Investor understand and agree that
Equiniti Trust Company's fee schedule is subject to change and the Investor and the Company agree to pay the full amount of any
such conversion according to the Equiniti Trust Company fee schedule then in force. Equiniti Trust Company shall not be obligated
to process any request until and unless its fees are paid. Further, the Company and Investor understand and acknowledge that in
the event that the Company is delinquent in payment of fees due Equiniti Trust Company in an amount less than $1,500, Equiniti
Trust Company will honor conversion requests with the additional payment of $200.00 per request. In the event that the Company
is suspended with Equiniti Trust Company due to non-payment with an account balance owing in excess of $2,500, Investor or Company
will be required to bring the account balance current before any transactions will be processed.


 


The Company agrees that the Transfer
Agent may resign as the Company's transfer agent. In that event, or in the event that the company terminates the Transfer Agent,
the Transfer Agent reserves the right to and may complete any issuance or transfer requests then pending. 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. In the event that the Company decides to terminate
Equiniti Trust Company, 30 days’ notice of termination must be given and a fee of $350/irrevocable instruction letter must
be paid prior to termination.


 


The Company hereby authorizes the
issuance of such number of shares as will be necessary to fully convert the Note under its terms and any such shares shall be
considered fully paid and non-assessable at the time of their issuance. The Company and the Investor agree that the Transfer Agent




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will be notified in writing by
the Company and the Investor when the Note has been fully converted and if there are any remaining shares in the reservation that
are to be released and returned to the Company’s Authorized shares.


 


The Investor and Company expressly
understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require or be construed in any way
to require Equiniti Trust Company, in its sole discretion, to do, take or not do or take any action that would be contrary to
any court order, any Federal or State law, rule, or regulation including but expressly not limited to both the Securities Act
of 1933 and the Securities and Exchange Act of 1934 as amended, the rules and regulations promulgated thereunder by the Securities
and Exchange Commission, or the transfer agent agreement with the Company.


 


The Transfer Agent is not responsible
for determining the accuracy of any conversion notice and may rely on any instructions presented to it consistent with this letter.


 


The Investor 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 Investor.


 


 


 


 


	/s/
    Eilon Natan	/s/
    John Noble Harris
	Quick Capital, LLC	BlackStar Enterprise Group, Inc.




	Name: Eilon Natan	Name: John Noble Harris




	Title: Managing Member	  Title: CEO




 


 


 


 


 


 


Acknowledged and Agreed:


Equiniti Trust Company


 


By: /s/
Michaelie Wingo


________________________________


 






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