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Cross Receipt (Type 2)

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.

Chapter 21 B. Forms and Documents

CROSS RECEIPT

[Letterhead of Transfer Agent and Registrar]

Date

Lead Underwriter

____________________

_____________________

Dear Sirs:

In accordance with the instructions of XYZ Corporation, (the "Company"), we, as Transfer Agent and Registrar, deliver to you certificates for an aggregate of ______________ shares of Common Stock, $.01 par value, of the Company in the names and the denominations requested by you.

Very truly yours,

TRANSFER AGENT AND REGISTRAR

By: _______________________

Name: Title:

The undersigned hereby acknowledges receipt of certificates for an aggregate of ________ Common Shares referred to in the foregoing letter.

LEAD UNDERWRITER

Dated: By: _________________________

Name:

Title: