Beyond Commerce Inc (BYOC)

[pennystock_es]

Someone already commented this on this board, but I can't find it:



March 31, 2021



Colonial Stock Transfer Co, Inc.

66 Exchange Place, Ste 100

Salt Lake City, UT 84111



Re:Beyond Commerce, Inc.



Ladies and Gentlemen:



In accordance with the Stock Purchase Agreement (“Agreement”), dated March 31, 2021, by and between Beyond Commerce, Inc., a Nevada corporation (“Company”), and _________________________ (“Investor”), pursuant to which Company is required to reserve, issue and deliver shares (“Shares”) of Company’s Common Stock (“Common Stock”) upon conversion of one or more shares of Series C Convertible Preferred Stock (“Preferred”) purchased by Investor, this will serve as our irrevocable, absolute and unconditional instruction, authorization and direction to you to: (1) immediately reserve an aggregate of 15,669,050,000 Shares for issuance to Investor upon conversion of the Preferred; (2) at any time upon the written request from either Company, or from Investor with a copy to Company, provide Investor with the then total outstanding number of shares of Common Stock; and (3) upon receipt of a copy of a Conversion Notice in the form attached hereto as Appendix I, from either Company, or from Investor with a copy to Company, immediately issue the Shares requested. Capitalized terms used herein without definition will have the respective meanings ascribed to them in the Agreement.



The Shares will remain in the created reserve until the earlier of their issuance or such date as both Investor and Company provide written instructions that the Shares or any part of them may be taken out of the reserve and will no longer be subject to the terms of these instructions.



Upon your receipt of a Delivery Notice from either Company or Investor, you are to immediately process the instruction in accordance with your most-expedited same-day rush procedures, and use your commercially reasonable best efforts to issue and deliver to Investor forthwith the number of Shares stated in the Delivery Notice, either: (a) only if Company is not approved through DTC, and either Company or Investor provides an opinion of counsel to the effect that the Shares may be issued without restrictive legend, by delivering by overnight carrier to the address specified in the notice a physical certificate bearing no restrictive legend, by delivering by overnight carrier to the address specified in the notice a physical certificate bearing no restrictive legend; or (b) if Company is DTC eligible and either Company or Investor provides an opinion of counsel to the effect that the Shares may be issued without restrictive legend, by issuing pursuant to the DTC Fast Automated Securities Transfer (FAST) Program, crediting to Investor’s or its designee’s balance account with DTC through its Deposit



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https://www.otcmarkets.com/filing/html?id=14846396&guid=8cipU60g_C_RU3h