Common use of Restricted Definitive Note to Unrestricted Definitive Note Clause in Contracts

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) 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 and (iv) the Unrestricted Definitive Note is being acquired in compliance with 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 Issuers. [Insert Name of Transferor] By: Name: Title: Dated: Forterra Finance, LLC and FRTA Finance Corp. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Freeway, 6th Floor Irving, TX 75062 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer Transfer Unit – Operations Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Transfer Department Re: 6.50% Senior Secured Notes due 2025 Reference is hereby made to the Indenture, dated as of July 16, 2020 (the “Indenture”), among Forterra Finance, LLC, a Delaware limited liability company (the “Issuer”), FRTA Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party thereto from time to time and Deutsche Bank Trust Company Americas, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $___________ aggregate principal amount of a Definitive Note, we confirm that:

Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) 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 and (iv) the Unrestricted Definitive Note is being acquired in compliance with 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 IssuersCompany. [Insert Name of Transferor] By: Name: Title: Dated: Forterra Finance, LLC and FRTA Finance Corp. AMC Networks Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇ New York, New York 10001 U.S. Bank Trust Company, National Association Global Corporate Trust ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Freeway, 6th Floor Irving, TX 75062 Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer Transfer Unit – Operations Deutsche Bank Trust Company Americas c/o DB Services Americas, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Transfer Department Re: 6.5010.500% Senior Secured Notes due 2025 2032 Reference is hereby made to the Indenture, dated as of July 163, 2020 2025 (the “Indenture”), among Forterra Finance, LLCAMC Networks Inc., a Delaware limited liability company (the “Issuer”), FRTA Finance Corp., a Delaware Nevada corporation (the “Co-Issuer” and, together with the Issuer, the “IssuersCompany”), as issuer, the guarantors party thereto from time to time and Deutsche U.S. Bank Trust Company AmericasCompany, National Association, as trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $___________ aggregate principal amount of a Definitive Note, we confirm that: