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OFFICIAL ISSUANCE LETTER

Series "M" Preferred Stock - Perpetual Deposit to OTC Meme Corp.

[COMPANY LETTERHEAD]

Date: _________, 202

SENT VIA CERTIFIED MAIL AND ELECTRONIC DELIVERY

TO:
Empire Stock Transfer, Inc.
Attention: Custody Operations
1859 Whitney Mesa Dr
Henderson, NV 89014
Email: custody@empirestock.com

CC:
OTC Meme Corp.
Attention: Operations Department
240 Vaughn Dr, Ste 8
Alpharetta, GA 30009
Email: operations@otc.meme

RE: IRREVOCABLE ISSUANCE AND PERPETUAL DEPOSIT OF SERIES "M" PREFERRED STOCK

  • Issuing Company: [COMPANY NAME] ("Company")
  • State of Incorporation: [STATE]
  • Trading Symbol: [SYMBOL]
  • CUSIP Number: [CUSIP]
  • Transfer Agent: [CURRENT TRANSFER AGENT]
  • Shares Being Deposited: ONE BILLION (1,000,000,000) Series "M" Preferred Stock
  • Deposited To: OTC Meme Corp. (in perpetuity)
  • Custodian: Empire Stock Transfer, Inc.
  • Purpose: Backing for Meme Token Creation (1:1 ratio)

Dear Empire Stock Transfer and OTC Meme Corp.:

The Company hereby provides official notice of the issuance and irrevocable perpetual deposit of ONE BILLION (1,000,000,000) shares of Series "M" Preferred Stock to OTC Meme Corp., with Empire Stock Transfer, Inc. serving as permanent custodian.

PART I: CORPORATE AUTHORIZATION

The undersigned officers certify that:

  • Board Authorization: By unanimous written consent dated _________, 202, the Board of Directors authorized creation and issuance of Series "M" Preferred Stock.
  • Certificate of Designation: Filed with the Secretary of State of [State] on _________, 202, creating the Series "M" Preferred Stock as specified herein.
  • Corporate Authority: All necessary corporate actions have been completed in accordance with applicable law and the Company's charter documents.

PART II: SERIES "M" PREFERRED STOCK SPECIFICATIONS

The Series "M" Preferred Stock has the following permanent characteristics:

Specification

Details

Authorized Shares

1,000,000,000 (One Billion)

Par Value

$0.0001 per share

Aggregate Par Value

$100,000

Voting Rights

None (except as required by law)

Dividend Rights

None

Liquidation Rights

None

Economic Participation

None

Conversion Feature

Convertible to Common Stock (ratio adjusts for corporate actions)

Corporate Action Immunity

COMPLETE - Maintains 1 billion shares regardless of any splits

Special Immunity Provision:

THE SERIES "M" SHARES ARE PERMANENTLY IMMUNE TO ALL CORPORATE ACTIONS:

  • Forward splits: Series "M" remains at 1,000,000,000 shares
  • Reverse splits: Series "M" remains at 1,000,000,000 shares
  • All other corporate actions: Series "M" remains at 1,000,000,000 shares
  • Only the conversion ratio to common adjusts, never the share count

PART III: IRREVOCABLE PERPETUAL DEPOSIT INSTRUCTIONS

A. Primary Instruction

THE COMPANY HEREBY IRREVOCABLY INSTRUCTS:

  • Deposit to OTC Meme Corp.: All 1,000,000,000 Series "M" Preferred Shares are hereby deposited to OTC Meme Corp. IN PERPETUITY.
  • Custody by Empire Stock Transfer: Empire Stock Transfer, Inc. shall serve as permanent custodian of said shares on behalf of OTC Meme Corp.
  • Account Designation: Establish segregated custody account:
    "OTC Meme - [SYMBOL] Series M Reserve Account"
  • Exclusive Rights: OTC Meme Corp. shall have exclusive and perpetual rights to the deposited shares for tokenization purposes.

B. Permanence Declaration

THIS DEPOSIT IS PERMANENT AND IRREVOCABLE:

  • No right of recall exists
  • No redemption by Company permitted
  • No cancellation possible
  • No modification allowed
  • Binding on all successors and assigns

C. Required Share Legend

All certificates/book entries shall bear:

"RESTRICTIVE LEGEND: These 1,000,000,000 Series 'M' Preferred Shares are IRREVOCABLY DEPOSITED TO OTC MEME CORP. IN PERPETUITY with Empire Stock Transfer as Custodian. They are IMMUNE TO ALL CORPORATE ACTIONS and CANNOT BE RECALLED, REDEEMED, OR CANCELLED by the Company. These shares back meme tokens which are ENTERTAINMENT COLLECTIBLES, NOT SECURITIES."

PART IV: PERMANENT WAIVERS AND ACKNOWLEDGMENTS

A. Irrevocable Waivers

The Company PERMANENTLY WAIVES:

  • Any right to recall the Series "M" shares
  • Any claim to shares once deposited to OTC Meme Corp.
  • Any voting or distribution rights
  • Any ability to redeem tokens for shares
  • Any right to modify this arrangement

B. Understanding of Permanence

The Company acknowledges:

  • This is a permanent transfer to OTC Meme Corp.
  • The transaction is irreversible
  • Binding on all future management
  • Survives any change in ownership
  • No bankruptcy or court order can reverse

PART V: TRIGGER EVENTS AND PROTECTIONS

A. Automatic Conversion Events

Series "M" converts to Common Stock upon:

  • Bankruptcy filing (any chapter)
  • SEC enforcement action
  • Criminal indictment/conviction
  • Loss of transfer agent
  • Loss of good standing
  • Exchange delisting

B. Post-Trigger Status

After any trigger event:

  • Shares remain with OTC Meme Corp. in perpetuity
  • Empire Stock Transfer continues as custodian
  • Token trading continues unchanged
  • Company has no redemption rights
  • All restrictions remain in effect

PART VI: REPRESENTATIONS AND WARRANTIES

The Company represents and warrants:

  •  Full authority to issue Series "M" shares
  •  Full authority to deposit shares to OTC Meme Corp. in perpetuity
  •  Shares are validly issued, fully paid, non-assessable
  •  No liens, claims, or encumbrances exist
  •  Company is in good standing
  •  No conflicts with laws or agreements
  •  All material information disclosed
  •  Board has exercised business judgment

PART VII: DELIVERY METHOD

Share Delivery (check one):

  •  Physical certificate attached via certified mail
  •  Electronic book-entry transfer via DTC
  •  FAST transfer through current transfer agent
  •  DRS statement issuance

Supporting Documents Attached:

  •  Certified Board Resolution
  •  Certificate of Designation (certified copy)
  •  Secretary's Certificate
  •  Legal Opinion Letter
  •  Current cap table
  •  Wire instructions for token purchase
  •  Specimen certificate (if applicable)

PART VIII: AUTHORIZED SIGNATURES

By signing below, we certify under penalty of perjury that:

  • We have full authority to bind the Company
  • We understand this is a permanent, irrevocable transaction
  • We have been advised by counsel
  • All representations and warranties are true and correct
  • We acknowledge tokens are entertainment collectibles, not securities

[COMPANY NAME]

Chief Executive Officer
Name: _________________
Date: _________________

Chief Financial Officer
Name: _________________
Date: _________________

Corporate Secretary
Name: _________________
Date: _________________

PART IX: NOTARIZATION

STATE OF [STATE]
COUNTY OF [COUNTY]

On _________, 202, before me, _________________, Notary Public, personally appeared _________________, _________________, and _________________, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument.

I certify under PENALTY OF PERJURY that the foregoing is true and correct.

WITNESS my hand and official seal.

Notary Public
Commission #: ___________
My Commission Expires: ___________

[NOTARY SEAL]

PART X: CUSTODIAN ACKNOWLEDGMENT

[To be completed by Empire Stock Transfer]

Empire Stock Transfer, Inc. acknowledges:

  •  Receipt of this Issuance Letter
  •  Receipt of 1,000,000,000 Series "M" Preferred Shares
  •  Shares deposited to OTC Meme Corp. in perpetuity
  •  Custody account established: OTC Meme - [SYMBOL] Series M Reserve
  •  Supporting documentation received and verified

Account Details:

  • Account Number: _________________________
  • Date Established: _________________________
  • Beneficial Owner: OTC Meme Corp. (Perpetual)
  • Custodian: Empire Stock Transfer, Inc.

Authorized Officer
Empire Stock Transfer, Inc.
Date: _________________

PART XI: OTC MEME CORP. ACKNOWLEDGMENT

[To be completed by OTC Meme Corp.]

OTC Meme Corp. acknowledges:

  •  Receipt of notification of perpetual deposit
  •  Acceptance of 1,000,000,000 Series "M" Preferred Shares
  •  Authorization to create 1,000,000,000 meme tokens
  •  Company wallet verified for token purchase
  •  Tokenization parameters confirmed

Authorized Officer
OTC Meme Corp.
Date: _________________

IMPORTANT NOTICES:

  1. IRREVERSIBILITY: This transaction cannot be reversed under any circumstances
  2. LEGAL COUNSEL: Company should obtain independent legal advice
  3. TAX IMPLICATIONS: Consult tax advisors regarding this transaction
  4. SHAREHOLDER DISCLOSURE: Company must disclose to shareholders
  5. REGULATORY COMPLIANCE: Company remains responsible for all regulatory requirements

Document Control:

  • Reference Number: OTC-[SYMBOL]-202_-____
  • Template Version: 1.0
  • Effective Date: August 2025
  • Classification: CONFIDENTIAL
  • Distribution: Empire Stock Transfer, OTC Meme Corp., Company Records, Legal Counsel

[END OF ISSUANCE LETTER]

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