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Certificate Of Transfer Agent & Registrar
[Name of Transfer Agent and Registrar] (the "Bank")
hereby certifies that:
1. The Bank is the duly appointed and acting Transfer Agent and Registrar for the $------ par value Common Stock (the "Shares") of XYZ Corporation, a Delaware corporation (the "Company").
2. As such Transfer Agent and Registrar, and in accordance with instructions received from the Company, the Bank originally issued on [date], certificates for [number of shares] shares of Common Stock. The certificates were registered in the names and denominations specified by [the Lead Underwriter].
3. Said certificates originally issued were signed by duly authorized officers of the Company by their facsimile signatures and were countersigned by the Bank as Transfer Agent and Registrar, by duly authorized officers who at the time of signing said certificates were authorized and qualified to perform such acts, and the signature of each such person appearing on such certificate is genuine.
4. The Company is authorized to issue [total number of shares authorized] shares of Common Stock, and at the close of business on [date], the total number of shares of Common Stock, of the Company issued and outstanding was _____.
IN WITNESS WHEREOF, [Name of Transfer Agent and Registrar] has caused this Certificate to be executed by a duly authorized officer or employee thereof on [Date].
Transfer Agent & Registrar