CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Pledge Agreement dated April 24, 2023 (the “Share Pledge Agreement”) between, inter alia, the undersigned as the “Pledgor” and K Enter Holdings Inc., a company having its principal place of business at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Xxxxxx xx Xxxxxx, as the “Pledgee.” The undersigned, as the owner of 12,018 shares of common stock (the “Pledged Shares”) issued by First Virtual Lab Inc., a company having its principal place of business at 2000-xx, XXXX Xxxxx, 000, Xxxxxx-xx, Xxxxxxxx-xx, Xxxxxx-xx, Gyeonggi-do, Korea (the “Company”), has established a kun-pledge upon the Pledged Shares in favor of the Pledgee pursuant to the Share Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Pledge Agreement. The undersigned confirms that the undersigned has authorized the Pledgee to insert the name of the transferee appropriately at its sole discretion in the event the undersigned fails to perform the Secured Obligations (as defined in the Share Pledge Agreement) as set forth in the Share Pledge Agreement and such authorization cannot be revoked or cancelled until the Secured Obligations shall have been fully performed or extinguished. The undersigned acknowledges and covenants that the transfer to you/your company of the Pledged Shares by this Certificate of Transfer shall have legal effect against the undersigned and any third parties and the undersigned shall not raise any objection thereto. The undersigned covenants to provide any and all necessary cooperation with regard to the transfer of the Pledged Shares upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ Kxx, Xxxxxxxx Name: Kxx, Xxxxxxxx Address: 70, Xxxxx-xx 00-xxx, Xxxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 1
CERTIFICATE OF TRANSFER. 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)]
CERTIFICATE OF TRANSFER. In connection with any transfer of this Note occurring prior to the date which is three years after the later of the issuance of this Note (or any predecessor Note) and the sale hereof by an Affiliate of the Issuer (computed in accordance with paragraph (d) of Rule 144 under the Securities Act) or by a Holder that was at the date of such transfer or during the three months preceding such date of transfer an Affiliate of the Issuer, the undersigned confirms that: Transferor Certifications
CERTIFICATE OF TRANSFER. Contemporaneously with the ----------------------- execution and delivery hereof, the Seller has executed and delivered to Template Acquisitions II the Certificate of Transfer.
CERTIFICATE OF TRANSFER. Re: 10 1/4% Senior Secured Notes due 2003 (the "Notes") of Trans World Airlines, Inc. (the "Company") This Certificate relates to Notes held in definitive form by ___________ (the "Transferor"). The Transferor has requested the Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act of 1933 (the "Securities Act"), because:* |_| Such Note is being transferred to the Company. |_| Such Note is being transferred pursuant to an effective Registration Statement under the Securities Act. |_| Such Note is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. |_| Such Note is being transferred pursuant to an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Note is being transferred to an Institutional "Accredited Investor" within the meaning of Subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act. |_| Such Note is being transferred in a transaction meeting the requirements of Rule 144 under the Securities Act. The Registrar and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ___________________________ [INSERT NAME OF TRANSFEROR] By:_______________________ Date:_____________________________ __________________________________ * Please check applicable box. EXHIBIT 2 to RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] [*/] [**/] No. CUSIP No. $ 10 1/4% Senior Secured Note due 2003 TRANS WORLD AIRLINES, INC., a Delaware corporation promises to pay to __________, or registered assigns, the principal sum of __________ Dollars on June 15, 2003. Interest Payment Dates: June 15 and December 15.
CERTIFICATE OF TRANSFER. The Seller hereby transfers and ----------------------- assigns the Milestone-AU Share to Template Acquisitions I in accordance with the Certificate of Transfer which is attached hereto as Exhibit B. ---------
CERTIFICATE OF TRANSFER. FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________________________________________ _____________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________ Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. --------------------------------------- * Dated: --------------- --------------------------------------- Signature Guaranteed: * * NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. EXHIBIT C INVESTOR LETTER Wholesale Auto Receivables LLC Corporation Trust Center 0000 Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 HSBC BANK USA, NATIONAL ASSOCIATION c/o [Authenticating Agent] [Authenticating Agent address] Ladies and Gentlemen: In connection with our proposed purchase of a Certificate (the "Certificate"), representing a fractional undivided interest in the SWIFT Master Auto Receivables Trust, issued under a trust agreement, to be dated as of _______, 20__ (the "Trust Agreement"), between Wholesale Auto Receivables LLC, a Delaware limited liability company (the "Depositor") and HSBC Bank USA, National Association, as owner trustee, acting thereunder not in its individual capacity but solely as owner trustee of the Trust (the "Owner Trustee"), we confirm that:
CERTIFICATE OF TRANSFER. OR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or type name and address, including postal zip code, of assignee) the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _________________________ Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. In connection with any sale, pledge or transfer of this Certificate the undersigned hereby represents to the Owner Trustee and the Seller that such sale, pledge or transfer is being made to a person whom the undersigned reasonably believes after due inquiry is a "qualified institutional buyer" (as defined in Rule 144A under the United States Securities Act of 1933, as amended) acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are qualified institutional buyers) to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A. If such sale, pledge or other transfer is being made pursuant to (a) above, the undersigned acknowledges that such institutional investor must execute a certificate substantially in the form specified in the Trust Agreement. Dated: * Signature Guaranteed: *
CERTIFICATE OF TRANSFER. A certificate of transfer substantially in the form of Schedule 5 attached to this Agreement.
CERTIFICATE OF TRANSFER. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.: Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, and hereby irrevocably constituting and appointing _____________________ attorney to transfer said Note on the books of the Registrar with full power of substitution in the premises. Dated: ________________________
