SEGN Issuance Letter to VStock Transfer, LLC, dated July 7, 2020
EXHIBIT 4.4
SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC.
July 7, 2020
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Ladies and Gentlemen:
SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC., a Nevada corporation (the "Company") issued that certain 6% secured convertible promissory note, in the principal of $112,000.00 (the “Note”), to FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the "Investor"), on July 7, 2020, pursuant to that certain securities purchase agreement of even date (the “Agreement”). The shares of the Company’s common stock into which the Note is convertible into and all other shares of the Company’s common stock issuable pursuant to the Agreement and/or Note shall be collectively referred to herein as the Shares.
We have previously provided you with a certified copy of resolutions adopted by the Board of Directors of the Company authorizing the issuance of the Shares. You are hereby directed to issue the Shares in accordance with the delivery instructions below, to be filled in by the Investor, at Investor’s discretion, at the time of each conversion of the Note (or issuable to the Investor otherwise as contemplated by the Agreement and/or Note) without any additional confirmation or signature by the Company:
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Unless you have received an opinion of counsel in form, substance and scope customary for opinions of counsel in comparable transactions that the shares have been registered under the 1933 Act or may be sold pursuant to Rule 144 without any restriction, you are hereby instructed to place the following legends on any certificate representing such shares:
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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. |
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The Company’s current transfer agent, and any future transfer agent of the Company, may irrevocably rely upon a signed copy of this issuance letter, filled in by the Investor, including but not limited to the following transfer agents:
ACS Securities Services, Inc.
ACS Unclaimed Property Clearinghouse, Inc.
Administrative Data Management Corp.
AFLAC Incorporated
ALLETE Inc.
Alliance Bernstein L.P.
Amboy National Bank
Ameren Services Company
American Electric Power Services Corp.
American Registrar & Transfer Co.
Action Stock Transfer Corporation
American Stock Transfer & Trust Company
Andesa Services, Inc.
Atlas Resources, LLC
BancFirst
Banco Popular De Puerto Rico
The Bank of New York Mellon
The Bank of Nova Scotia Trust Co of NY
Bank of the Ozarks
Bankers Trust Company
Baron Capital Transfer & Registrar
Bay City Transfer Agency & Registrar Inc.
BNY Mellon Investment Servicing (US) Inc.
Boston Financial Data Services, Inc.
Broadridge Financial Solutions, Inc.
Canadian Stock Transfer Company, Inc.
Capital Transfer Agency Inc.
CenterPoint Energy, Inc.
Cincinnati Financial Corporation
Citi Fund Services
Citibank, N.A.
Citizens First National Bank
Colonial Stock Transfer
Colorado Financial Service Corporation
Columbia Stock Transfer Company
Commerce Bank of Kansas City, N.A.
Commonwealth Fund Services, Inc.
Community Trust Bank, Inc.
Computershare Investor Services, Inc.
Continental Stock Transfer & Trust Co.
Corporate Stock Transfer, Inc.
Cortland Savings & Banking Co.
ClearTrust, LLC
D. F. King & Co., Inc.
DWS Investments Service Company
Eagle Asset Management
Eastern Caribbean Central Securities Registry
Eaton Vance Management
Ellen Philip Associates, Inc.
Empire Stock Transfer Inc.
Equity Financial Trust Company
Equity Stock Transfer
The Farmers Citizens Bank
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Fidelity Investments Insitutional Operations Company, Inc.
Fidelity Transfer Company
First American Stock Transfer, Inc.
First Guaranty Bank
First National Bank of Alaska
First Shareholder Services
FirstEnergy Corp.
First-Knox National Bank
Globex Transfer, LLC
GTI Corporate Transfer Agents, LLC
Harbor Services Group, Inc.
Hawaiian Electric Industries Inc.
Hickory Point Bank & Trust, fsb.
Hodgson Russ LLP
Holladay Stock Transfer
HSBC Bank USA, N. A.
IBM Corporation
Interwest Transfer Co., Inc.
Invesco Investment Services, Inc.
Isabella Bank Corporation
American Stock Transfer & Trust Company
IST Shareholder Services
ISTC Corporation
Jersey Transfer and Trust Co.
Kansas City Life Insurance Co.
LOYAL3 Transfer Corp.
Madison Stock Transfer, Inc.
Manhattan Transfer Registrar Co.
Manufacturers and Traders Trust Company
MFS Service Center, Inc.
MGE Energy, Inc.
National Financial Services LLC
Networth Services, Inc.
Nevada Agency and Transfer Company
The Northern Trust Company
Northwest Stock Transfer, Inc.
Old National Bancorp
The Old Second National Bank of Aurora
Olde Monmouth Stock Transfer Co., Inc.
Olympia Trust Company
Oppenheimer Funds, Inc.
OTC Corporate Transfer Service Co., Inc.
OTR, Inc.
Otter Tail Corporation
Pacific Stock Transfer Company
Penn Security Bank & Trust Co.
Philadelphia Stock Transfer, Inc.
Phoenix Transfer, Inc.
Pioneering Investment Management Shareholder Services, Inc.
Preferred Partnership Services Inc.
Presidents Stock Transfer Inc.
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Procter & Gamble Company
Progressive Transfer Corp.
Prudential Mutual Fund Services LLC
Publix Super Markets, Inc.
Putnam Investor Services, Inc.
Quicksilver Stock Transfer
RBC Capital Markets, LLC
Regions Bank
Registrar and Transfer Company
Reliance Trust Company
SCANA Corporation
Scivantage
Securities Information Center
Securities Transfer Corporation
Shareholder Compliance Consultants, N.A., Inc.
Shenandoah Telecommunications Company
Signature Stock Transfer, Inc.
The Southern Company
Spectra Energy Corp.
STALT, Inc.
Standard Registrar and Transfer Co., Inc.
State Street Bank and Trust Company
T. Rowe Price Services, Inc.
Transamerica Fund Services, Inc.
Transfer Online, Inc.
TranShare Corporation
Trustmark National Bank
U. S. Bancorp Fund Services, LLC
Ultimus Fund Solutions, LLC
UMB Fund Services, Inc.
Unclaimed Property Recovery & Reporting, Inc.
United Trust Group, Inc.
Valiant Trust Company
VStock Transfer
The Walt Disney Company
Web Stock Transfer & Trust
Wells Fargo Shareowner Services
West Coast Stock Transfer Inc.
Wilmington Trust Company
Wolters Kluwer Financial Services
Worldwide Stock Transfer, LLC
X-Clearing Corporation
Zions First National Bank
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Very truly yours,
| SUCCESS ENTERTAINMENT GROUP INTERNATIONAL, INC. | ||
| By: |  | |
| Name: | William Robinson | |
| Title: | Chief Executive Officer | |
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