¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. [Insert Name of Transferor] By: Name: Title: Dated: EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Endo Finance LLC Endo Xxxxx Inc. c/o Endo Health Solutions Inc. 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association DAPS Reorg MAC N9303-121 000-0xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 7.25% Senior Notes due 2022 (CUSIP [ ]) Reference is hereby made to the Indenture, dated as of May 6, 2014 (the “Indenture”), among Endo Finance LLC and Endo Xxxxx Inc. (collectively, the “Issuers”), the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act and in compliance with the transfer restrictions contained in the Warrant Certificate, the Warrant Agreement and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferee] By: Name: Title:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 to a Person who is not an affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. [Insert Name of Transferor] By: Name: Dated: Title: SCHEDULE I ASSETS UNDER CONTRACT None Schedule II Existing Liens Liens in favor of Bank of America, N.A., as administrative agent and collateral agent (“BofA”), arising under that certain Credit Agreement, dated as of the date hereof, among Nortek, Inc., as Specified U.S. Borrower (as defined therein), the other Borrowers (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, BofA and the other agents party thereto. Liens in favor of U.S. Bank National Association, as trustee and collateral agent (“USB”), arising under that certain Indenture, dated as of the date hereof, among Nortek, Inc., as Issuer (as defined therein), the Guarantors (as defined therein) from time to time party thereto and USB. Jurisdiction Debtor Secured Party Filing Info Collateral AIGIS MECHTRONICS, INC. Delaware SOS Aigis Mechtronics, Inc. U.S. Bank National Association 2008 1740412 5/20/2008 All assets. Delaware SOS Aigis Mechtronics, Inc. Bank of America, N.A., as Administrative Agent 2008 1744026 5/20/2008 All assets. BROAN-MEXICO HOLDINGS, INC. Delaware SOS (domestic) Xxxxxx Industries, Inc. U.S. Bank National Association 2008 1740891 5/20/2008 All assets. Amended to change name: Broan-Mexico Holdings, Inc. Amendment 2008 3138508 9/16/2008 Jurisdiction Debtor Secured Party Filing Info Collateral Delaware SOS Xxxxxx Industries, Inc. Bank of America, N.A., as Administrative Agent 2008 1744083 5/20/2008 All assets. Amended to change name: Broan-Mexico Holdings, Inc. Amendment 2008 323...
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act and in compliance with the transfer restrictions contained in the Warrant Certificate and the Warrant Agreement and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferee] By: Name: Title: Dated: _________________ Exhibit C FORM OF AUTHORIZATION CERTIFICATE I, [Name], [Title], acting on behalf of China Mobile Media Technology Inc. (the “Company”), hereby certify that:
¨ Check if Transfer is Pursuant to Other Exemption. The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act and in compliance with the transfer restrictions contained in the Warrant Certificate and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for the benefit of the Company and for the benefit of the Warrant Agent. [Insert Name of Transferee] By: Name: Title: Dated: SCHEDULE D FORM OF PUT NOTICE RELATING TO WARRANTS ISSUED BY YINGLI GREEN ENERGY HOLDING COMPANY LIMITED (THE “COMPANY”) Yingli Green Energy Holding Company Limited No. 3055 Middle Fuxing Road Baoding 070151 People’s Republic of China Facsimile No.: (00) 000 000 0000 Attention: Chief Financial Officer With a copy to: Deutsche Bank AG, Hong Kong Branch 48th Floor Xxxxxx Kong Center 0 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx Facsimile No.: +000 0000 0000 Attention: Trust and Securities Services Re: Put Option Notice By delivering this duly completed Notice to the Company, the undersigned holder of the Warrants surrendered with this Notice and referred to below irrevocably exercises its option to be paid the Put Price (as defined in, and calculated pursuant to, the Warrant Agreement) in accordance with Section 9 of the Warrant Agreement. This Notice relates to [ ___] Warrants bearing: The following serial number of Warrant Certificate(1): ISIN Number of Global Warrant(1): Payment Instructions Please make payment in respect of the above-mentioned Warrants by remittance to the following bank account: Bank: Branch Address: Branch Code: Account Number: Signature of holder: NOTES:
¨ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904 and in compliance with the transfer provisions contained in the Indenture and any applicable blue sky securities laws of any State of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. Schedule I WHITEHORSE TECHNOLOGY LIMITED EXCHANGEABLE SENIOR SECURED NOTES DUE 2012 No. _______ Date Principal Amount Notation Explaining Principal Amount Recorded Authorized Signature of Trustee