EXHIBIT 10.3


 


Blackstar Enterprises Group, Inc


4450 Arapahoe Ave. St.# 100


Boulder Co. 80303


 


 


Equiniti Trust Company


Attention: Transfer Department


3200 Cherry Creek Drive South


Denver, CO 80209


 


 


2020.12.03


 


Ladies and Gentlemen:


 


Blackstar Enterprise Group, Inc (Issuer) a Delaware Corporation
and GS Capital Partners, LLC. (Investor) have entered into a Securities Purchase Agreement dated as of December 02, 2020 (the “Agreement”)
providing for the issuance of the 10% Convertible Promissory Note in the principal amount of $55,000.00 (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
28,000,000 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.


 


 


 


 


 


BLACKSTAR ENTERPRISE GROUP, INC.


 


By: /s/ Joseph E. Kurczodyna


____________________________


Joseph E Kurczodyna,
CFO


 


 


GS CAPITAL PARTNERS, LLC


 


By: /s/ Gabe Syegh


__________________________


Gabe Sayegh, President


 


 


 


 


 


Acknowledged and Agreed:


Equiniti Trust Company


 


By: /s/ Michaelie Wingo


________________________________


 






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