Certificate of Transfer Agent and Registrar



Chapter 21 B. Forms and Documents

Note: The following forms and documents are prepared by the above under the laws and practice prevailing as of [Date]. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter.

CERTIFICATE OF TRANSFER AGENT AND 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 $.01 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 this _____ day of ________________, ______.

TRANSFER AGENT AND REGISTRAR

By: ____________________________

Name:

Title: