I (the "Affiant") hereby accept and acknowledge receipt of the electronic certificate (the "Electronic Certificate") representing the shares here specified (the “Shares”) and further agree to accept this and all other electronic certificates issued by the company issuing the Shares (the "Company") in lieu of, or in replacement of, any paper stock certificates.
In the event the Company has previously issued a paper stock certificate as a representation of the share ownership reflected in the Electronic Certificate, to induce the Company to acknowledge the loss, destruction or return of a previously issued stock certificate, to refuse to recognize any person or entity other than the Affiant as the owner of the Shares, and to reissue to the Affiant a replacement electronic stock certificate representing the shares of the Company’s capital stock, the Affiant hereby declares that the Affiant:
(a) is the owner of a stock certificate representing the Shares (the “Prior Certificate”), acquired prior to the date hereof;
(b) has either (i) made a thorough search and is unable to find the Prior Certificate and believes it to be lost, (ii) destroyed the Prior Certificate, or (iii) returned, or will immediately hereafter return, the Prior Certificate to the Company or to the legal counsel of the Company; and
(c) has not (i) pledged or sold the Shares, or any part thereof, represented by the Prior Certificate, (ii) assigned, endorsed, deposited, hypothecated, or disposed or made any other transfer thereof or of the rights or interests therein, or (iii) signed any power of attorney, stock power or other assignment or authorization respecting the Prior Certificate or any right or interest therein, which is now outstanding or in force.
The Affiant hereby requests the Company’s acknowledgment of the loss, destruction or return of the Prior Certificate in the records of the Company and the replacement of the Prior Certificate with a new electronic certificate.
In the event the Affiant has not received the Prior Certificate or the Company or the Company’s legal counsel is in possession of the Prior Certificate, the Affiant hereby acknowledges and agrees to the destruction of any such Prior Certificate by the Company or the Company’s legal counsel and the replacement of the Prior Certificate with the Electronic Certificate.
In consideration of the Company issuing the Electronic Certificate, the Affiant agrees, for itself and on behalf of its affiliates, successors and assignees, to defend and indemnify the Company and hold it and its affiliates and successors, and their respective directors, officers, employees or agents harmless from any claim, expense, damage, loss or liability caused by, or in any way relating to, the loss, destruction or return of the Prior Certificate, or the issuance of the Electronic Certificate. In the event that the Prior Certificate should be discovered or come into the possession of the Affiant or any of its successors or assignees, the Affiant agrees to either (A) promptly return it, marked canceled, to the Company or to the legal counsel of the Company or (B) promptly destroy it.