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
Appears in 2 contracts
Samples: Share Purchase Agreement (K Wave Media Ltd.), Share Purchase Agreement (K Wave Media Ltd.)
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 4.75% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24PLEDGOR CY Holdings Co., 2023 PLEDGOR By: /s/ KxxLtd. 9th Fl., Xxxxxxxx Name: KxxMilbridgehall, Xxxxxxxx Address: 70100, XxxxxXxxxxxx-xx 00-xxxxx, XxxxxxxxXxxxxxx-xx, Xxxxx, Xxxxx By: /s/ Jxx Xxxx Xxx Ji Name: Jxx Xxxx Xxx Ji Title: Representative Director Enclosure: Certificate of the registered personal corporate seal / 1 Copy Exhibit 12
Appears in 1 contract
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., Inc. a company having its principal place of business at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Xxxxxx xx Xxxxxx, of Sussex as the “Pledgee.” The undersigned, as the owner of 12,018 510 shares of common stock (the “Pledged Shares”) issued by First Virtual Lab Inc.Studio Anseilen Co., Ltd., a company having its principal place of business at 2000100-xxxx 000-xx, XXXX Xxxxx, 00000, Xxxxxx-xxxxx, XxxxxxxxXxxxxxx-xx, Xxxxxx-xxXxxxx, Gyeonggi-do, Korea Xxxxx (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/ KxxSxxx, Xxxxxxxx Gyeongsoo Name: KxxSxxx, Xxxxxxxx Xxxxxxxxx Address: 7010-0, XxxxxXxxxxxxxx-xx 00000xxxx-xxx, XxxxxxxxXxxxxxxxx-xx, XxxxxXxxxxx-si, Xxxxx Gyeonggi-do, Korea Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
Appears in 1 contract
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Pledge Agreement dated April 24Floating Rate Senior Notes due September 30, 2023 (the “Share Pledge Agreement”) between, inter alia2003 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. the within Note of the Company and does hereby irrevocably constitute and appoint _______________________ to transfer the said Note on the books of the within-named Company, with full power of substitution in the premises. The undersigned certifies that said Note is being resold, pledged or otherwise transferred as follows: (check one) |_| to the “Pledgor” and K Enter Holdings Inc., Company; |_| to a company having its principal place Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of business at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Xxxxxx xx XxxxxxRule 144A under the Securities Act of 1933, as amended (the “Pledgee.” The undersigned"Securities Act") purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; |_| in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; |_| to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring this Note for investment purposes and not for distribution; (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee) |_| as otherwise permitted by the non-registration legend appearing on this Note; or |_| as otherwise agreed by the Company, confirmed in writing to the Trustee, as the owner follows: [describe] ________________________________________ Name: Title: Dated:_________________________________________________________________________ [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 12,018 shares of common stock Floating Rate Senior Notes due September 30, 2003 (the “Pledged Shares”"Senior Notes") 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 Commonwealth Edison Company (the “Company”"Issuer"), 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 1we confirm that:
Appears in 1 contract
Samples: Peco Energy Co
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 40 shares of common stock (the “Pledged Shares”) issued by First Virtual Lab Inc.the LAMP Pictures, Co., Ltd., a company having its principal place of business at 20003xx Xx., 00, Xxxxx-xxxxx 00-xxx, Xxxxxxx-xx, XXXX Xxxxx, 000, Xxxxxx-xx, Xxxxxxxx-xx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares in favor of your company (the Pledgee “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/ KxxPxxx, Xxxxxxxx Xxxxxxxxx Name: KxxPxxx, Xxxxxxxx Xxxxxxxxx Address: 70100-xxxx 000-xx, Xxxxx-xx 00-xxx000, Xxxxxxxx-xx, Xxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 1AMENDMENT TO THE SHARE PURCHASE AGREEMENT This AMENDMENT TO THE SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into on this 14th day of September 2023 by and between:
Appears in 1 contract
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Pledge Agreement dated April 249, 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 5,100 shares of common stock (the “Pledged Shares”) issued by First Virtual Lab Inc.Apeitda Co., Ltd., a company having its principal place of business at 2000100-xx, XXXX Xxxxx0000, 000, Xxxxxx-xx, XxxxxxxxXxxxxxx-xx, Xxxxxx-xxXxxxx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares in favor of your company (the Pledgee “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 249, 2023 PLEDGOR By: /s/ KxxJxxx, Xxxxxxxx Name: KxxJxxx, Xxxxxxxx Address: 70100-0000, Xxxxx000, Xxxxxx-xx 00-xxxxx, XxxxxxxxXxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 1AMENDMENT TO THE SHARE PURCHASE AGREEMENT This AMENDMENT TO THE SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into on this 14 day of September 2023 by and between:
Appears in 1 contract
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Pledge Agreement dated April 24Floating Rate Senior Notes due September 30, 2023 (the “Share Pledge Agreement”) between, inter alia2002 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. the within Note of the Company and does hereby irrevocably constitute and appoint _______________________ to transfer the said Note on the books of the within-named Company, with full power of substitution in the premises. The undersigned certifies that said Note is being resold, pledged or otherwise transferred as follows: (check one) |_| to the “Pledgor” and K Enter Holdings Inc., Company; |_| to a company having its principal place Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of business at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Xxxxxx xx XxxxxxRule 144A under the Securities Act of 1933, as amended (the “Pledgee.” The undersigned"Securities Act") purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A; |_| in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; |_| to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring this Note for investment purposes and not for distribution; (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee) |_| as otherwise permitted by the non-registration legend appearing on this Note; or |_| as otherwise agreed by the Company, confirmed in writing to the Trustee, as the owner follows: [describe] ________________________________________ Name: Title: Dated:_________________________________________________________________________ [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 12,018 shares of common stock Floating Rate Senior Notes due September 30, 2002 (the “Pledged Shares”"Senior Notes") 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 Commonwealth Edison Company (the “Company”"Issuer"), 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 1we confirm that:
Appears in 1 contract
Samples: Peco Energy Co
CERTIFICATE OF TRANSFER. To Transferee: This 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 Transfer relates 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 Share Pledge Agreement dated April 24Owner Trustee and the Seller that such sale, 2023 (the “Share Pledge Agreement”) between, inter alia, pledge or transfer is being made to a person whom the undersigned as the reasonably believes after due inquiry is a “Pledgorqualified institutional buyer” 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 Rule 144A under the Share Pledge AgreementUnited States Securities Act of 1933, as amended) acting for its own account (and not for the account of others) or as set forth 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 Share Pledge Agreement and such authorization cannot be revoked or cancelled until form specified in the Secured Obligations shall have been fully performed or extinguishedTrust Agreement. Dated: * Signature Guaranteed: * * NOTICE: The undersigned acknowledges and covenants that signature to this assignment must correspond with the transfer to you/your company name as it appears upon the face of the Pledged Shares within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed 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 a member firm of the Pledged Shares upon request by you/your New York Stock Exchange or a commercial bank or trust company. April 24EXHIBIT B [FORM OF DEPOSITORY AGREEMENT] EXHIBIT C INVESTOR LETTER Wholesale Auto Receivables Corporation Corporation Trust Center 0000 Xxxxxx Xxxxxx Wilmington, 2023 PLEDGOR ByDelaware 19801 Chase Manhattan Bank USA, National Association c/o JPMorgan Chase 000 Xxxxxxx Xxxxxxxxxx Xxxx, 3rd Floor/OPS4 Newark, DE 19713 Attention: /s/ KxxInstitutional Trust Services Ladies and Gentlemen: In connection with our proposed purchase of a one or more Floating Rate Asset-Backed Certificates, Xxxxxxxx Name: KxxClass 2004-A (the “Certificates”), Xxxxxxxx Address: 70representing a fractional undivided interest in the Superior Wholesale Inventory Financing Trust IX, Xxxxx-xx 00-xxxissued under a trust agreement, Xxxxxxxx-xxto be dated as of May 19, Xxxxx2004 (the “Trust Agreement”), Xxxxx Enclosure: Certificate between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”) and Chase Manhattan Bank USA, National Association, as owner trustee, acting thereunder not in its individual capacity but solely as owner trustee of the registered personal seal / 1 Copy Exhibit 1Trust (the “Owner Trustee”), we confirm that:
Appears in 1 contract
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 0.95% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ KxxLxx, Xxxxxxxx Mxxxxxxxxxx Name: KxxLxx, Xxxxxxxx Xxxxxxxxxxx Address: 70200-xx, Xxxxx0, Xxxxxx-xx 00-xxx, XxxxxxxxXxxxxxxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
Appears in 1 contract
CERTIFICATE OF TRANSFER. To Transferee: This 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 Transfer relates 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 Share Pledge Agreement dated April 24Owner Trustee and the Seller that such sale, 2023 (the “Share Pledge Agreement”) between, inter alia, pledge or transfer is being made to a person whom the undersigned as the reasonably believes after due inquiry is a “Pledgorqualified institutional buyer” 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 Rule 144A under the Share Pledge AgreementUnited States Securities Act of 1933, as amended) acting for its own account (and not for the account of others) or as set forth 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 Share Pledge Agreement and such authorization cannot be revoked or cancelled until form specified in the Secured Obligations shall have been fully performed or extinguishedTrust Agreement. Dated: * Signature Guaranteed: * * NOTICE: The undersigned acknowledges and covenants that signature to this assignment must correspond with the transfer to you/your company name as it appears upon the face of the Pledged Shares within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed 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 a member firm of the Pledged Shares upon request by you/your New York Stock Exchange or a commercial bank or trust company. April EXHIBIT B INVESTOR LETTER Wholesale Auto Receivables Corporation Corporation Trust Center 0000 Xxxxxx Xxxxxx Wilmington, Delaware 19801 Chase Manhattan Bank USA, National Association c/o JPMorgan Xxxxx, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx, 3rd Floor/OPS4 Newark, DE 19713 Attention: Institutional Trust Services Ladies and Gentlemen: In connection with our proposed purchase of a one or more Floating Rate Asset-Backed Certificates, Class 2005-A (the “Certificates”), representing a fractional undivided interest in the Superior Wholesale Inventory Financing Trust XI, issued under a trust agreement, to be dated as of February 24, 2023 PLEDGOR By: /s/ Kxx2005 (the “Trust Agreement”), Xxxxxxxx Name: Kxxbetween Wholesale Auto Receivables Corporation, Xxxxxxxx Address: 70a Delaware corporation (the “Seller”) and Chase Manhattan Bank USA, Xxxxx-xx 00-xxxNational Association, Xxxxxxxx-xxas owner trustee, Xxxxx, Xxxxx Enclosure: Certificate acting thereunder not in its individual capacity but solely as owner trustee of the registered personal seal / 1 Copy Exhibit 1Trust (the “Owner Trustee”), we confirm that:
Appears in 1 contract
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., Inc. a company having its principal place of business at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Xxxxxx xx Xxxxxx, of Sussex as the “Pledgee.” The undersigned, as the owner of 12,018 510 shares of common stock (the “Pledged Shares”) issued by First Virtual Lab Inc.Studio Anseilen Co., Ltd., a company having its principal place of business at 2000100-xxxx 000-xx, XXXX Xxxxx, 00000, Xxxxxx-xxxxx, XxxxxxxxXxxxxxx-xx, Xxxxxx-xxXxxxx, Gyeonggi-do, Korea Xxxxx (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/ KxxPxxx, Xxxxxxxx Xxxxxxx Name: KxxPxxx, Xxxxxxxx Xxxxxxx Address: 70100-xxxx 000-xx, Xxxxx-xx 00, Xxxxxx-xxx, XxxxxxxxXxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
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CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 0.95% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ Kxx, Xxxxxxxx Xxxxxx Name: Kxx, Xxxxxxxx Xxxxxx Address: 70500-000, Xxxxx00, Xxxxxxxxx-xx 00000-xxx, XxxxxxxxXxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 1AMENDMENT TO THE EQUITY PURCHASE AGREEMENT This AMENDMENT TO THE EQUITY PURCHASE AGREEMENT (this “Amendment”) is made and entered into on this 14th day of September 2023 by and among:
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CERTIFICATE OF TRANSFER. To Transferee: This 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 Transfer relates 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 Share Pledge Agreement dated April 24Owner Trustee and the Seller that such sale, 2023 (the “Share Pledge Agreement”) between, inter alia, pledge or transfer is being made to a person whom the undersigned as the reasonably believes after due inquiry is a “Pledgorqualified institutional buyer” 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 Rule 144A under the Share Pledge AgreementUnited States Securities Act of 1933, as amended) acting for its own account (and not for the account of others) or as set forth 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 Share Pledge Agreement and such authorization cannot be revoked or cancelled until form specified in the Secured Obligations shall have been fully performed or extinguishedTrust Agreement. Dated: * Signature Guaranteed: * *NOTICE: The undersigned acknowledges and covenants that signature to this assignment must correspond with the transfer to you/your company name as it appears upon the face of the Pledged Shares within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed 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 a member firm of the Pledged Shares upon request by you/your New York Stock Exchange or a commercial bank or trust company. April 24EXHIBIT B [FORM OF DEPOSITORY AGREEMENT] EXHIBIT C INVESTOR LETTER Wholesale Auto Receivables Corporation Corporation Trust Center 0000 Xxxxxx Xxxxxx Wilmington, 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 1Delaware 19801
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Samples: Wholesale Auto Receivables Corp
CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 1.90% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ KxxPark, Xxxxxxxx Soogyeong Name: KxxPxxx, Xxxxxxxx Xxxxxxxxx Address: 70400-xx, XxxxxXxxx Xxxxxxxxx, 000-xx 000, Xxxxxx-xxxxxxx, XxxxxxxxXxxxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
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CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 0.95% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ KxxHxxx, Xxxxxxxx Xxxxxxx Name: KxxHxxx, Xxxxxxxx Xxxxxxx Address: 70100-000-xx, Xxxxx000, Xxxxxx-xx 00-xxxxx, Xxxxxxxx-xx, XxxxxXxxxxx-xx, Xxxxxxxx-xx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
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CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Pledge Agreement dated April 2419th January, 2023 2024 (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 8,943 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 24PLEDGOR King Bear Film LLC 3000 Xxxxxxxx Xxxx Xxxxx 0000, 2023 PLEDGOR Xxx Xxxxxxx, Xxxxxxxxxx 00000, XXX By: /s/ Kxx, Xxxxxxxx Name: Kxx, Xxxxxxxx AddressTitle: 70, Xxxxx-xx 00-xxx, Xxxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 1Managing Member
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CERTIFICATE OF TRANSFER. To Transferee: This Certificate of Transfer relates to the Share Equity Pledge Agreement dated April 24, 2023 (the “Share Equity 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 4.75% ownership interests (the “Pledged SharesEquity”) issued by First Virtual Lab Inc.in Solaire Partners LLC, a company having its principal place of business at 20009th Fl., Milbridgehall, 100, Xxxxxxx-xx, XXXX Xxxxx, 000, XxxxxxXxxxxxx-xx, Xxxxxxxx-xxXxxxx, Xxxxxx-xx, Gyeonggi-do, Korea Xxxxx (the “Company”), has established a kun-pledge upon the Pledged Shares Equity in favor of your company (the Pledgee “Pledgee”) pursuant to the Share Equity Pledge Agreement. The undersigned, by this Certificate of Transfer, hereby transfers title to the Pledged Shares Equity to K Enter Holdings Inc. pursuant to the Pledgee’s enforcement of the said pledge under the Share Equity 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 Equity Pledge Agreement) as set forth in the Share Equity 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 Equity 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 Equity upon request by you/your company. April 24, 2023 PLEDGOR By: /s/ KxxSong, Xxxxxxxx Hxxxxxxx Name: KxxSxxx, Xxxxxxxx Address: 70400-xx, Xxxxx0-xx 00000, Xxxxxx-xxxxxxx, XxxxxxxxXxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy Exhibit 12
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CERTIFICATE OF TRANSFER. To Transferee: This 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 Transfer relates 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 Share Pledge Agreement dated April 24Owner Trustee and the Seller that such sale, 2023 (the “Share Pledge Agreement”) between, inter alia, pledge or transfer is being made to a person whom the undersigned as the “Pledgor” and K Enter Holdings Inc., reasonably believes after due inquiry is 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 "qualified institutional buyer" (as defined in Rule 144A under the Share Pledge AgreementUnited States Securities Act of 1933, as amended) acting for its own account (and not for the account of others) or as set forth 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 Share Pledge Agreement and such authorization cannot be revoked or cancelled until form specified in the Secured Obligations shall have been fully performed or extinguishedTrust Agreement. Dated: * Signature Guaranteed: * * NOTICE: The undersigned acknowledges and covenants that signature to this assignment must correspond with the transfer to you/your company name as it appears upon the face of the Pledged Shares within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by this a member firm of the New York Stock Exchange or a commercial bank or trust company. EXHIBIT B CERTIFICATE OF TRUST OF THIS Certificate of Transfer shall have legal effect against Trust of ________________(the undersigned "Trust"), dated as of _____, 20__ , is being duly executed and any third parties and filed by ________, a [state] banking corporation, as trustee, to form a business trust under 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 1Delaware Business Trust Act (12 Del. C. ss.3801 et seq.).
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