NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, THIS SECURITY (AND ANY BENEFICIAL INTEREST HEREIN) MAY NOT BE
OFFERED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT:
(A)TO THE COMPANY OR ANY SUBSIDIARY THEREOF;
(B)PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT;
(C)TO A PERSON THAT YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER
AND IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR
(D)UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT).
PRIOR TO ANY TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE COMPANY AND THE
TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE AND MAY RELY
UPON TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
B-1
EXHIBIT C
FORM OF CERTIFICATE OF TRANSFER
Bacterin International Holdings, Inc.
600 Cruiser Lane
Belgrade, MT 59714
Attention: General Counsel
Wilmington Trust, National Association
50 South Sixth Street
Suite 1290
Minneapolis, MN 55402
Attention: Bacterin International Holdings, Inc. Account Manager
Re:
6.00% Convertible Senior Notes due 2021
Reference is hereby made to that certain Indenture (the "Indenture"), dated as
of July 31, 2015, between Bacterin International Holdings, Inc., a Delaware
corporation ("Company"), and Wilmington Trust, National Association, a national
banking association, as trustee. Capitalized terms used but not defined herein
have the respective meanings given to them in the Indenture.
The undersigned (the "Transferor") owns and proposes to transfer (the
"Transfer") the following principal amount of the Transferor's [beneficial
interests in the Global Note][Physical Note] identified in Annex A hereto:
$
to:
________________________________________(the "Transferee"), as further specified
in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:
1. ̈ Such Transfer is being made to the Company or a Subsidiary of the Company.
2. ̈ Such Transfer is being made pursuant to, and in accordance with, a
registration statement that is effective under the Securities Act at the time of
the Transfer.
3. ̈ Such Transfer is being made pursuant to, and in
accordance with, Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that such beneficial interest is being transferred to a Person that the
Transferor reasonably believes is purchasing such beneficial interest for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A.
C-1