Exhibit 2.1
Note: July 9, 2015
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A
PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM
REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED
INTEREST SET FORTH BELOW.
10% CONVERTIBLE PROMISSORY NOTE
OF
EMPIRE GLOBAL CORP
Issuance Date: July 9, 2015
Total Face Value of Note: $220,000
Initial Consideration: $50,000
Initial Original Issue Discount: $5,000
Initial Principal Sum Due: $55,000
THIS NOTE is a duly authorized Convertible Promissory Note of Empire Global
Corp. a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), designated as the Company's 10% Convertible Promissory
Note in the principal amount of $220,000 (the "Note"). This Note will become
effective only upon execution by both parties and delivery of the first payment
of consideration by the Lender (the "Effective Date").
FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Tangiers
Investment Group, LLC or its registered assigns or successors-in-interest
("Holder") the Principal Sum of $220,000 (the "Principal Sum") and to pay
"guaranteed" interest on the principal balance hereof at an amount equivalent to
10% of the Principal Sum, to the extent such Principal Sum and "guaranteed"
interest and any other interest, fees, liquidated damages and/or items due to
Holder herein have been repaid or converted into the Company's Common Stock (the
"Common Stock"), in accordance with the terms hereof. Upon the execution of this
Note the sum of $50,000 shall be remitted and delivered to the Company, and
$5,000 shall be retained by the Purchaser through an original issue discount
(the "OID") for due diligence and legal bills related to this transaction. The
ID is set at 10% of any consideration paid. The Holder may pay additional
Consideration to the Company in such amounts and at such dates (each, an
"Additional Consideration Date") as Holder may choose in its sole discretion.
The Principal Sum due to Holder shall be prorated based on the Consideration
actually paid by Holder (plus the "guaranteed" interest and 10% OID, both which
are prorated based on the Consideration actually paid by the Holder, as well as
any other interest or fees) such that the Company is only required to repay the
amount funded and the Company is not required to repay any unfunded portion of
this Note. The Maturity Date is one year from the Effective Date of each payment
(the "Maturity Date") and is the date upon which the Principal Sum of this Note,
as well as any unpaid interest and other fees, shall be due and payable.
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In addition to the "guaranteed" interest referenced above, and in the Event of
Default pursuant to Section 2(a), additional interest will accrue from the date
of the Event of Default at the rate equal to the lower of 18% per annum or the
highest rate permitted by law (the "Default Rate").
This Note will become effective only upon the execution by both parties,
including the execution of Exhibits B, C and D and the Irrevocable Transfer
Agent Instructions and delivery of the initial payment of consideration by the
Holder (the "Effective Date").
This Note may be prepaid by the Company, in whole or in part, according to the
following schedule:
Days Since Effective Date Prepayment Amount
_________________________ ________________________
Under 30 100% of Principal Amount
31-60 110% of Principal Amount
61-90 120% of Principal Amount
91-120 130% of Principal Amount
121-150 140% of Principal Amount
151-180 150% of Principal Amount
After 180 days from the Effective Date this Note may not be prepaid without
written consent from ▇▇▇▇▇▇, which consent may be withheld, delayed, denied, or
conditions in ▇▇▇▇▇▇'s sole and absolute discretion. Whenever any amount
expressed to be due by the terms of this Note is due on any day which is not a
Business Day (as defined below), the same shall instead be due on the next
succeeding day which is a Business Day.
For purposes hereof the following terms shall have the meanings ascribed to them
below:
"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which commercial banks in the City of New York are authorized or required by law
or executive order to remain closed.
"Conversion Price" shall be equal to the lower of $0.80 or 60% of the lowest
trading price of the Company's common stock during the 20 consecutive trading
days prior to the date on which Holder elects to convert all or part of the
Note. For the purpose of calculating the Conversion Price only, any time after
4:00 pm Eastern Time (the closing time of the Principal Market) shall be
considered to be the beginning of the next Business Day. If the Company is
placed on "chilled" status with the Depository Trust Company ("DTC"), the
discount shall be increased by 10%, i.e., from 40% to 50%, until such chill is
remedied. If the Company is not Deposits and Withdrawal at Custodian ("DWAC")
eligible through their Transfer Agent and DTC's Fast Automated Securities
Transfer ("FAST") system, the discount will be increased by 5%, i.e., from 40%
to 45%. In the case of both, the discount shall be a cumulative increase of
15%, i.e., from 40% to 55%. Any default of this Note not remedied within the
applicable cure period will result in a permanent additional 10% increase, i.e.,
from 40% to 50%, in addition to any other discount, as provided above, to the
Conversion Price discount.
"Principal Amount" shall refer to the sum of (i) the original principal amount
of this Note (including the original issue discount, prorated if the Note has
not been funded in full), (ii) any additional payments made by the Holder
towards the Principal Sum (iii) all guaranteed and other accrued but unpaid
interest hereunder, (iv) any fees due hereunder, (v) liquidated damages, and
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(vi) any default payments owing under the Note, in each case previously paid or
added to the Principal Amount.
"Principal Market" shall refer to the primary exchange on which the Company's
common stock is traded or quoted.
"Trading Day" shall mean a day on which there is trading or quoting for any
security on the Principal Market.
"Underlying Shares" means the shares of common stock into which the Note is
convertible (including interest, fees, liquidated damages and/or principal
payments in common stock as set forth herein) in accordance with the terms
hereof.
The following terms and conditions shall apply to this Note:
Section 1.00 Conversion.
(a) Conversion Right. Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at the
Holder's sole option, at any time and from time to time to convert in whole
or in part the outstanding and unpaid Principal Amount under this Note into
shares of Common Stock as per the Conversion Formula. The date of any
conversion notice ("Conversion Notice") hereunder shall be referred to
herein as the "Conversion Date".
(b) Stock Certificates or DWAC. The Company will deliver to the Holder, or
Holder's authorized designee, no later than 2 Trading Days after the
Conversion Date, a certificate or certificates (which certificate(s) shall
be free of restrictive legends and trading restrictions if the shares of
Common Stock underlying the portion of the Note being converted are
eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule
144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the
number of shares of Common Stock being acquired upon the conversion of this
Note. In lieu of delivering physical certificates representing the shares
of Common Stock issuable upon conversion of this Note, provided the
Company's transfer agent is participating in DTC's FAST program, the
Company shall instead use commercially reasonable efforts to cause its
transfer agent to electronically transmit such shares issuable upon
conversion to the Holder (or its designee), by crediting the account of the
Holder's (or such designee's) broker with DTC through its DWAC program
(provided that the same time periods herein as for stock certificates shall
apply).
(c) Charges and Expenses. Issuance of Common Stock to Holder, or any of its
assignees, upon the conversion of this Note shall be made without charge to
the Holder for any issuance fee, transfer tax, postage/mailing charge or
any other expense with respect to the issuance of such Common Stock.
Company shall pay all Transfer Agent fees incurred from the issuance of the
Common stock to Holder. Any such charges related to the issuance of Common
Stock required to be paid by the Holder (whether from the Company's delays
or outright refusal to pay) will be automatically added to the Principal
Sum of the Note and tack back to the Effective Date for purposes of
Rule 144.
(d) Delivery Timeline. If the Company fails to deliver to the Holder such
certificate or certificates (or shares through the DWAC program) pursuant
to this Section (free of any restrictions on transfer or legends, if
eligible) prior to 3 Trading Days after the Conversion Date, the Company
shall pay to the Holder as liquidated damages an amount equal to $2,000 per
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day, until such certificate or certificates are delivered. Such liquidated
damages shall only be due in the event of an intentional delay caused by
the Company. The Company acknowledges that it would be extremely difficult
or impracticable to determine the Holder's actual damages and costs
resulting from a failure to deliver the Common Stock and the inclusion
herein of any such additional amounts are the agreed upon liquidated
damages representing a reasonable estimate of those damages and costs.
Such liquidated damages will be automatically added to the Principal Sum of
the Note and tack back to the Effective Date for purposes of Rule 144.
(e) Reservation of Underlying Securities. The Company covenants that it will
at all times reserve and keep available for Holder, out of its authorized
and unissued Common Stock solely for the purpose of issuance upon
conversion of this Note, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holder, initially five
times the number of shares of Common Stock as shall be issuable (taking
into account the adjustments under this Section 1, but without regard to
any ownership limitations contained herein) upon the conversion of this
Note (consisting of the Principal Amount) to Common Stock (the "Required
Reserve"), provided, however, that the Required Reserve shall be reduced to
not less than four times the number of shares of Common Stock (as
calculated above) upon one or more such conversions as shall have caused
the Required Reserve to be reduced to such "four times" level. The Company
covenants that all shares of Common Stock that shall be issuable will, upon
issue, be duly authorized, validly issued, fully-paid, non-assessable and
freely-tradable (if eligible). If the amount of shares on reserve in
▇▇▇▇▇▇'s name at the Company's transfer agent for this Note shall drop
below the Required Reserve, the Company will, within 2 Trading Days of
notification from Holder, instruct the transfer agent to increase the
number of shares so that the Required Reserve is met. In the event that
the Company does not instruct the transfer agent to increase the number of
shares so that the Required Reserve is met, the Holder will be allowed, if
applicable, to provide this instruction as per the terms of the Irrevocable
Transfer Agent Instructions attached to this Note. The Company agrees that
the maintenance of the Required Reserve is a material term of this Note and
any breach of this Section 1.00(e) will result in a default of the Note.
(f) Conversion Limitation. The Holder will not submit a conversion to the
Company that would result in the Holder owning more than 4.99% of the then
total outstanding shares of the Company ("Restricted Ownership Percentage")
If, on the date of submission of a conversion, the Company's market cap is
less than $10,000,000, this Restricted Ownership Percentage shall be
increased to 9.99%.
(g) Conversion Delays. If the Company fails to deliver shares in accordance
with the timeframe stated in Section 1.00(b), the Holder, at any time prior
to selling all of those shares, may rescind any portion, in whole or in
part, of that particular conversion attributable to the unsold shares. The
rescinded conversion amount will be returned to the Principal Sum with the
rescinded conversion shares returned to the Company, under the expectation
that any returned conversion amounts will tack back to the Effective Date.
(h) Shorting and Hedging. Holder may not engage in any "shorting" or "hedging"
transaction(s) in the Common Stock prior to conversion.
(i) Conversion Right Unconditional. If the Holder shall provide a Conversion
Notice as provided herein, the Company's obligations to deliver Common
Stock shall be absolute and unconditional, irrespective of any claim of
setoff, counterclaim, recoupment, or alleged breach by the Holder of any
obligation to the Company.
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Section 2.00 Defaults and Remedies.
(a) Events of Default. An "Event of Default" is: (i) a default in payment of
any amount due hereunder which default continues for more than 5 Trading
Days after the due date; (ii) a default in the timely issuance of
underlying shares upon and in accordance with terms of Section 2.00, which
default continues for 2 Trading Days after the Company has failed to issue
shares or deliver stock certificates within the 3rd Trading Day following
the Conversion Date; (iii) failure by the Company for 3 days after notice
has been received by the Company to comply with any material provision of
this Note; (iv) failure of the Company to remain compliant with DTC, thus
incurring a "chilled" status with DTC; (v) if the Company is subject to any
Bankruptcy Event; (vi) any failure of the Company to satisfy its "filing"
obligations under Securities Exchange Act of 1934, as amended (the "1934
Act") and the rules and guidelines issued by OTC Markets News Service,
▇▇▇▇▇▇▇▇▇▇.▇▇▇ and their affiliates; (vii) any failure of the Company to
provide the Holder with information related to its corporate structure
including, but not limited to, the number of authorized and outstanding
shares, public float, etc. within 1 Trading Day of request by Holder;
(viii) failure by the Company to maintain the Required Reserve in
accordance with the terms of Section 1.00(e); (ix) failure of Company's
Common Stock to maintain a closing bid price in its Principal Market for
more than 3 consecutive Trading Days; (x) any delisting from a Principal
Market for any reason; (xi) failure by Company to pay any of its Transfer
Agent fees in excess of $2,000 or to maintain a Transfer Agent of record;
(xii) any trading suspension imposed by the Securities and Exchange
Commission ("SEC") under Sections 12(j) or 12(k) of the 1934 Act; or (xiii)
failure by the Company to meet all requirements necessary to satisfy the
availability of Rule 144 to the Holder or its assigns, including but not
limited to the timely fulfillment of its filing requirements as a
fully-reporting issuer registered with the SEC, requirements for XBRL
filings, and requirements for disclosure of financial statements on its
website.
(b Remedies. If an event of default occurs, the outstanding Principal Amount
of this Note owing in respect thereof through the date of acceleration,
shall become, at the Holder's election, immediately due and payable in cash
at the "Mandatory Default Amount". The Mandatory Default Amount means 150%
of the outstanding Principal Amount of this Note. Commencing 5 days after
the occurrence of any Event of Default that results in the eventual
acceleration of this Note, this Note shall accrue additional interest, in
addition to the Note's "guaranteed" interest, at a rate equal to the lesser
of 18% per annum or the maximum rate permitted under applicable law.
Finally, commencing 5 days after the occurrence of any Event of Default
that results in the eventual acceleration of this Note, an additional
permanent 10% increase to the Conversion Price discount will go into
effect. In connection with such acceleration described herein, the Holder
need not provide, and the Issuer hereby waives, any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and
without expiration of any grace period enforce any and all of its rights
and remedies hereunder and all other remedies available to it under
applicable law. Such acceleration may be rescinded and annulled by the
Holder at any time prior to payment hereunder and the Holder shall have
all rights as a holder of the note until such time, if any, as the Holder
receives full payment pursuant to this Section 2.00(b). No such rescission
or annulment shall affect any subsequent event of default or impair any
right consequent thereon. Nothing herein shall limit the Holder's right to
pursue any other remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive
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relief with respect to the Issuer's failure to timely deliver certificates
representing shares of Common Stock upon conversion of the Note as required
pursuant to the terms hereof.
Section 3.00 General.
(a) Payment of Expenses. The Company agrees to pay all reasonable charges and
expenses, including attorneys' fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note and/or collecting any amount
due under this Note.
(b) Assignment, Etc. The Holder may assign or transfer this Note to any
transferee at its sole discretion. This Note shall be binding upon the
Company and its successors and shall inure to the benefit of the Holder and
its successors and permitted assigns.
(c) Funding Window. The Company agrees that it will not enter into a
convertible debt financing transaction with any party other than the Holder
for a period of 5 Trading Days following the Effective Date and each
Additional Consideration Date, as relevant. The Company agrees that this is
a material term of this Note and any breach of this Section 3.00(c) will
result in a default of the Note.
(d) Piggyback Registration Rights. The Company shall include on the next
registration statement that the Company files with the SEC (or on the
subsequent registration statement if such registration statement is
withdrawn) all shares issuable upon conversion of this Note. Failure to do
so will result in liquidated damages of 30% of the outstanding Principal
Sum of this Note, but not less than $20,000, being immediately due and
payable to the Holder at its election in the form of a cash payment or an
addition to the Principal Sum of this Note.
(e) Terms of Future Financings. So long as this Note is outstanding, upon any
issuance by the Company or any of its subsidiaries of any convertible debt
security (whether such debt begins with a convertible feature or such
feature is added at a later date) with any term more favorable to the
holder of such security or with a term in favor of the holder of such
security that was not similarly provided to the Holder in this Note, then
the Company shall notify the Holder of such additional or more favorable
term and such term, at the Holder's option, shall become a part of this
Note and its supporting documentation.. The types of terms contained in the
other security that may be more favorable to the holder of such security
include, but are not limited to, terms addressing conversion discounts,
conversion look back periods, interest rates, original issue discount
percentages and warrant coverage.
(f) Governing Law; Jurisdiction.
(i) Governing Law. This Note will be governed by and construed in
accordance with the laws of the state of California without regard to
any conflicts of laws or provisions thereof that would otherwise
require the application of the law of any other jurisdiction.
(ii) Jurisdiction and Venue. Any dispute or claim arising to or in any
way related to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of California or in
the federal courts located in San Diego County, California.
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(iii) No Jury Trial. The Company hereto knowingly and voluntarily waives
any and all rights it may have to a trial by jury with respect to any
litigation based on, or arising out of, under, or in connection with,
this Note.
(iv) Delivery of Process by the Holder to the Company. In the event of an
action or proceeding by the Holder against the Company, and only by
the Holder against the Company, service of copies of summons and/or
complaint and/or any other process that may be served in any such
action or proceeding may be made by the Holder via U.S. Mail,
overnight delivery service such as FedEx or UPS, email, fax, or
process server, or by mailing or otherwise delivering a copy of such
process to the Company at its last known attorney as set forth in its
most recent SEC filing.
(v) Notices. Any notice required or permitted hereunder (including
Conversion Notices) must be in writing and either personally served,
sent by facsimile or email transmission, or sent by overnight
courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier
the business day after such notice is deposited with the courier
service for delivery.
(g) No Bad Actor. No officer or director of the Company would be disqualified
under Rule 506(d) of the Securities Act of 1933, as amended, on the basis
of being a "bad actor" as that term is established in the September 13,
2013 Small Entity Compliance Guide published by the SEC.
(h) Usury. If it shall be found that any interest or other amount deemed
interest due hereunder violates any applicable law governing usury, the
applicable rate of interest due hereunder shall automatically be lowered to
equal the maximum rate of interest permitted under applicable law. The
Company covenants (to the extent that it may lawfully do so) that it will
not seek to claim or take advantage of any law that would prohibit or
forgive the Company from paying all or a portion of the principal, fees,
liquidated damages or interest on this Note.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to
be duly executed on the day and in the year first above written.
Empire Global Corp
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇▇.
Title: Chairman and CEO
Email: ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Address: Suite ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
This Convertible Promissory Note of July 9, 2015 is accepted this 21 day of
July, 2015 by
Tangiers Investment Group, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
EXHIBIT A
FORM OF CONVERSION NOTICE
(To be executed by the Holder in order to convert all or part of that certain
$220,000 Convertible Promissory Note identified as the Note)
DATE: ______________________________
FROM: Tangiers Investment Group, LLC
Re: $220,000 Convertible Promissory Note (this "Note") originally issued
by Empire Global Corp, a Delaware corporation, to Tangiers Investment
Group, LLC on July 9, 2015.
The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to
convert $ ____________ of the aggregate outstanding Principal Sum (as defined in
the Note) indicated below of this Note into shares of Common Stock, $0.0001 par
value per share, of Empire Global Corp (the "Company"), according to the
conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for
such transfer taxes, if any. The undersigned represents as of the date hereof
that, after giving effect to the conversion of this Note pursuant to this
Conversion Notice, the undersigned will not exceed the "Restricted Ownership
Percentage" contained in this Note.
Conversion information:
_______________________________________________
Date to Effect Conversion
_______________________________________________
Aggregate Principal Sum of Note Being Converted
_______________________________________________
Aggregate Interest/Fees Being Converted
_______________________________________________
Remaining Principal Balance
_______________________________________________
Number of Shares of Common Stock to be Issued
_______________________________________________
Applicable Conversion Price
Signature
_______________________________________________
Name
_______________________________________________
Address
_______________________________________________
_______________________________________________
EXHIBIT B
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
Empire Global Corp
The undersigned, being directors of Empire Global Corp, a Delaware corporation
(the "Company"), acting pursuant to the Bylaws of the Corporation, do hereby
consent to, approve and adopt the following preamble and resolutions:
Convertible Note with Tangiers Investment Group, LLC
The board of directors of the Company has reviewed and authorized the following
documents relating to the issuance of a Convertible Promissory Note in the
amount of $220,000 with Tangiers Investment Group, LLC.
The documents agreed to and dated July 9, 2015 are as follows:
10% Convertible Promissory Note of Empire Global Corp
Irrevocable Transfer Agent Instructions
Notarized Certificate of Chief Executive Officer
Disbursement Instructions
IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed
this unanimous written consent as of July 9, 2015.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
______________________________
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇▇.
Its: Chairman and CEO
EXHIBIT C
NOTARIZED CERTIFICATE OF CHIEF EXECUTIVE OFFICER OF
Empire Global Corp
(Two Pages)
The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is the duly elected Chief Executive Officer
of Empire Global Corp, a Delaware corporation (the "Company").
I hereby warrant and represent that I have undertaken a complete and thorough
review of the Company's corporate and financial books and records, including,
but not limited to, the Company's records relating to the following:
(A) The issuance of that certain convertible promissory note dated July 9, 2015
(the "Note Issuance Date") issued to Tangiers Investment Group, LLC (the
"Holder") in the stated original principal amount of $220,000 (the "Note");
(B) The Company's Board of Directors duly approved the issuance of the Note to
the Holder;
(C) The Company has not received and does not contemplate receiving any new
consideration from any persons in connection with any later conversion of
the Note and the issuance of the Company's Common Stock upon any said
conversion;
(D) To my best knowledge and after completing the aforementioned review of the
Company's stockholder and corporate records, I am able to certify that the
Holder (and the persons affiliated with the Holder) are not officers,
directors, or directly or indirectly, ten percent (10.00%) or more
stockholders of the Company and none of said persons has had any such
status in the one hundred (100) days immediately preceding the date of this
Certificate;
(E) The Company's Board of Directors have approved duly adopted resolutions
approving the Irrevocable Instructions to the Company's Stock Transfer
Agent attached to the Note Purchase Agreement, dated July 9, 2015;
(F) Mark the appropriate selection:
___ The Company represents that it is not a "shell company," as that term
is defined in Section 12b-2 of the Securities Exchange Act of 1934, as
amended, and has never been a shell company, as so defined; or
_X_ The Company represents that (i) it was a "shell company," as that term
is defined in Section 12b-2 of the Securities Exchange Act of 1934, as
amended, (ii) since August 15, 2014, it has no longer been a shell company,
as so defined, and (iii) on August 29, 2014, it provided Form 10-type
information in a filing with the Securities and Exchange Commission.
(G) I understand the constraints imposed under Rule 144 on those persons who
are or may be deemed to be "affiliates," as that term is defined in Rule
144(a)(1) of the Securities Act of 1933, as amended.
(H) I understand that all of the representations set forth in this Certificate
will be relied upon by counsel to Tangiers Investment Group, LLC in
connection with the preparation of a legal opinion.
I hereby affix my signature to this Notarized Certificate and hereby confirm the
accuracy of the statements made herein.
Signed: Date: July 6, 2015
_________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Chairman and CEO
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS 6th DAY OF JULY, 2015.
Commission Expires: Does not expire
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, LLB
Notary Public
EXHIBIT D
TO: Tangiers Investment Group, LLC
FROM: Empire Global Corp
DATE: July 9, 2015
RE: Disbursement of Funds
Pursuant to that certain Note Purchase Agreement between the parties listed
above and dated July 9, 2015, a disbursement of funds will take place in the
amount and manner described below:
Please disburse to:
Amount to disburse: $50,000
Form of distribution: Wire
Name: Empire Global Corp
Company Address: Suite ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Wire Instructions:
Bank: Metropolitan Commercial Bank
ABA Routing Number: ▇▇▇▇▇▇▇▇▇
Account Number: XXXXXXXX29
SWIFT Code: ▇▇▇▇▇▇▇▇
Account Name: Empire Global Corp.
Relationship Manager: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
TOTAL: $50,000
For: Empire Global Corp
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dated: July 9, 2015
_________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Chairman and CEO
