The undersigned ("Shareholder") represents and warrants to [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), the following:

1. The Shareholder is the legal, beneficial, and record owner of [NUMBER] shares of common stock of the Corporation ("Shares"), which are represented by Certificate No. [NUMBER] ("Certificate");

2. Neither the Shares nor the rights of the Shareholder in the Shares have been assigned, transferred, hypothecated, pledged, or otherwise disposed of, either in whole or in part;

3. The Shareholder is entitled to the full and exclusive possession of the Certificate; and

4. The Certificate has been misplaced, lost, stolen, or destroyed and the exact circumstances of misplacement, loss, theft, or destruction of the Certificate are unknown.

The Shareholder hereby requests that the Corporation issue a new certificate in lieu of the missing Certificate. If the Corporation so issues a new certificate in lieu of the missing Certificate, the Shareholder and the Shareholder's successors and assigns, and each of them, agree to indemnify, defend, and hold harmless the Corporation, its successors and assigns, and any and all of the Corporation's shareholders from any and all damages arising, directly or indirectly, out of the issuance of the new certificate and to deliver or cause to be delivered to the Corporation the Certificate for cancellation whenever and as soon as it is found.

This Indemnity Agreement is being made to induce delivery to the Shareholder of a new certificate without the surrender of the Certificate for cancellation.

Date:

______________________________

[SHAREHOLDER'S NAME AND, IF

APPLICABLE, TITLE]