Common use of Appointment of Custodian; Deposit of Shares Clause in Contracts

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorney-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. Concurrently with the execution and delivery of this Custody Agreement (this “Agreement”), the undersigned has executed a power of attorney (the “Power of Attorney”) irrevocably appointing Xxxxxx Xxxxxx with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorney-in-fact of the undersigned (the “Attorney”), with full power and authority in the name of, for and on behalf of, the undersigned with respect to all matters arising in connection with the sale of the Common Stock by the undersigned including, but not limited to entering into and performing the Underwriting Agreement. B. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Continental Stock Transfer & Trust Company Co. as custodian (the "“Custodian"”) and herewith deposits with the Custodian one or more certificates for Common Stock that Shares held in a book-entry position with the Company’s Transfer Agent which represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate of the undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that any Shares held in a book-entry position with the Company’s Transfer Agent so deposited is are in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power (or powers other instrument of transfer satisfactory to the Company’s Transfer Agent to effect the transfer thereof) in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or certificates Shares held in book-entry position deposited herewith, (b) to deliver or to authorize the Company's transfer agent ’s Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) Shares held in a book-entry position to or at the direction of the Attorney-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent ’s Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder Shares held in book-entry position which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. C. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the UnderwritersShares, the undersigned hereby appoints American Stock Transfer & Trust Company ________________________ as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that Stock, which represent not less than the total number of Shares to be sold by the undersigned to the Underwritersundersigned, which number is set forth on Schedule I hereto. Each such certificate so deposited is shall be in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by an eligible guarantor institution, such as a commercial bank bank, stockbroker, savings and loan association or trust company credit union, with membership in the United States or by a member firm of the New York Stock Exchangean approved medallion signature guarantee program, or is shall be accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Placement Agency Agreement and (c) to return or cause the Company's transfer agent Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting Placement Agency Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters Investors against payment therefor in accordance with the Underwriting Placement Agency Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Placement Agency Agreement. C. The Custodian shall assume no responsibility to any person other than to deal with the certificates for the Shares and the proceeds from the sale of the Shares represented thereby in accordance with the provisions hereof, and the Selling Stockholder hereby agrees to indemnify the Custodian for and to hold the Custodian harmless against, any and all losses, claims, damages or liabilities incurred on its part arising out of or in connection with it acting as the Custodian pursuant hereto, as well as the cost and expenses of investigating and defending any such losses, claims, damages or liabilities incurred on its part arising out of or in connection with it acting as the Custodian pursuant hereto, except to the extent such losses, claims, damages or liabilities are due to the negligence or bad faith of the Custodian. The Custodian's acceptance of this Agreement by the execution hereof shall constitute an acknowledgment by the Custodian of the authorization herein confirmed and shall evidence the Custodian's agreement to carry out and perform this Agreement in accordance with its terms.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for shares of Common Stock, shares of Series A Preferred Stock and/or shares of Series B Preferred Stock. All shares of Series A Preferred Stock and shares of Series B Preferred Stock are convertible into shares of Common Stock that in accordance with the terms and conditions of the Company's Amended and Restated Certificate of Incorporation as in effect on the date hereof, and the shares of Common Stock issuable upon the conversion thereof are referred to herein as the "Conversion Shares". The shares of Common Stock and the Conversion Shares represented by the certificate(s) deposited pursuant to this Section 2 (collectively, "Future Shares"), in the aggregate, represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each The undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedundersigned. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Purchase Agreement and (c) to return or cause the Company's transfer agent Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by by, or issuable upon conversion of, any certificate deposited hereunder which are not sold pursuant to the Underwriting Purchase Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Purchase Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Purchase Agreement.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares Shares, to the Underwriters, Underwriters the undersigned hereby appoints American Stock Transfer & Trust Company ________________________ as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that Stock, which represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate so deposited is shall be in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by an eligible guarantor institution, such as a commercial bank bank, stockbroker, savings and loan association or trust company credit union, with membership in the United States or by a member firm of the New York Stock Exchangean approved medallion signature guarantee program, or is shall be accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement. C. The Custodian shall assume no responsibility to any person other than to deal with the certificates for the Shares and the proceeds from the sale of the Shares represented thereby in accordance with the provisions hereof, and the Selling Stockholder hereby agrees to indemnify the Custodian for and to hold the Custodian harmless against, any and all losses, claims, damages or liabilities incurred on its part arising out of or in connection with it acting as the Custodian pursuant hereto, as well as the cost and expenses of investigating and defending any such losses, claims, damages or liabilities incurred on its part arising out of or in connection with it acting as the Custodian pursuant hereto, except to the extent such losses, claims, damages or liabilities are due to the negligence or bad faith of the Custodian. The Custodian's acceptance of this Agreement by the execution hereof shall constitute an acknowledgment by the Custodian of the authorization herein confirmed and shall evidence the Custodian's agreement to carry out and perform this Agreement in accordance with its terms.

Appointment of Custodian; Deposit of Shares. A. Concurrently with the execution and delivery of this Custody Agreement (this “Agreement”), the undersigned has executed a power of attorney (the “Power of Attorney”) irrevocably appointing Xxxxxx Xxxxxx with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorney-in-fact of the undersigned (the “Attorney”), with full power and authority in the name of, for and on behalf of, the undersigned with respect to all matters arising in connection with the sale of the Common Stock by the undersigned including, but not limited to entering into and performing the Underwriting Agreement. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Continental Stock Transfer & Trust Company Co. as custodian (the "“Custodian"”) and herewith deposits with the Custodian one or more certificates for Common Stock that Shares held in a book-entry position with the Company’s Transfer Agent which represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate of the undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that any Shares held in a book-entry position with the Company’s Transfer Agent so deposited is are in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power (or powers other instrument of transfer satisfactory to the Company’s Transfer Agent to effect the transfer thereof) in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or certificates Shares held in book-entry position deposited herewith, (b) to deliver or to authorize the Company's transfer agent ’s Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) Shares held in a book-entry position to or at the direction of the Attorney-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent ’s Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder Shares held in book-entry position which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. (a) In connection with and to facilitate the sale of the Shares to the Underwriterstransactions contemplated by this Agreement, the undersigned each PrimeCo Holder hereby appoints American Stock Transfer & Trust Company PrimeCo as custodian (the "CustodianCUSTODIAN") and herewith hereby deposits or shall promptly deposit (but in any event, no later than four business days after the date hereof), with the Custodian one or more certificates for Common Stock that represent not less than Custodian, each Certificated Note held by such PrimeCo Holder, accompanied by a duly executed Assignment Form in the total number of Shares to be sold by the undersigned form attached to the UnderwritersCertificated Notes ("ASSIGNMENT FORM" and, which number is set forth on Schedule I heretotogether with such Certificated Notes, the "INSTRUMENTS"), undated and executed in blank and bearing the signature of such PrimeCo Holder or a duly authorized representative thereof. Each PrimeCo Holder represents and warrants to the Attorneys-in-Fact and the Custodian that each such certificate Certificated Note so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedform. The Custodian is hereby authorized and directed, directed subject to the instructions of the AttorneyAttorneys-in-Fact, : (ai) to hold in custody the certificate or certificates Instruments deposited herewithhereby, and (bii) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact to deliver the Instruments in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting this Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. (b) Until the Shares Instruments have been delivered to the Underwriters against payment therefor in accordance with the Underwriting this Agreement, the undersigned each PrimeCo Holder shall retain all rights of ownership with respect to the Shares Instruments deposited hereunder, including the right to vote and to receive all dividends and interest or other payment thereon. (c) Each PrimeCo Holder understands that the Custodian assumes no responsibility or liability to the PrimeCo Holders or any other person (except for liability for its gross negligence or willful misconduct), except other than in connection with the right responsibilities delegated to retain custody the Custodian under this Section 8.2, and each PrimeCo Holder, severally and not jointly, agrees to indemnify and hold harmless the Custodian and its respective officers, agents, successors and assigns and personal representatives, with respect to any act or omission of or dispose of such Shares, which right is subject to done by the Custodian in good faith in connection and in accordance with this Agreement and the Underwriting Agreementinstructions of this Section 8.2.

Appointment of Custodian; Deposit of Shares. A. (a) In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company __________________ as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that Stock. The certificate(s) for Shares so deposited hereunder represent not less than currently owned Shares at least equal in number in the aggregate to the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth in the Underwriting Agreement and on Schedule I hereto. Each such certificate for Shares so deposited hereunder is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a participant in the Medallion Signature Guarantee Program, which may be obtained from most commercial bank banks or trust company companies in the United States or by from a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, a form of which is attached hereto, bearing the signature of the undersigned so guaranteedguaranteed by a participant in the Medallion Signature Guarantee Program. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or any certificates for Shares deposited herewith, (b) to deliver or to authorize the Company's transfer agent Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) representing Shares equivalent to the number of Shares being sold by the undersigned to the Underwriters for the Shares) their several accounts to or at the direction of the Attorney-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate for Common Stock deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. (b) Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including including, if applicable, the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned (a) Each Tendering Shareholder hereby appoints American Stock Transfer & Trust Company John A. Aiello to act as the custodian (the "Custodian") xx xxx xxxxxficates (the "Certificates") representing all of the Tender Shares held by such Tendering Shareholder on the terms and herewith deposits with subject to the conditions set forth in this Agreement. Should John A. Aiello be unable or unwilling to act as custodixx xx xxxxxxxx for herein, each Tendering Shareholder hereby appoints Philip D. Forlenza to act as custodian for such Tenderixx Xxxxxxxxxxx xx if originally named above and appointed hereby. Should Philip D. Forlenza be unable or unwilling to act as cusxxxxxx, xxxx Xxxxxring Shareholder hereby appoints the law firm of Giordano, Halleran & Ciesla, P.C. to act as custodian fxx xxxx Texxxxxxx Shaxxxxxxer as if originally named above and appointed hereby. In such event, John A. Aiello shall deliver or cause to be delivered txx Xxxxxxxxxxxs to Philip D. Forlenza and/or the law firm of Giordano, Halxxxxx & Xxxxxx, X.C. and Philip D. Forlenzx xxxxx dexxxxx xx caxxx xx be deliverxx xxx Xxxxxxxxxxxx xx Giordano, Halleran & Ciesla, P.C., as the case may be. (b) Xxxxxxxorxxxxxxxx wixx xxx execution of this Agreement (except as otherwise provided herein), each Tendering Shareholder has delivered to the Custodian one or more certificates for Common Stock that represent not less than the total number of Shares those Certificates listed next to be sold by the undersigned to the Underwriters, which number is set forth such Tendering Shareholder's name on Schedule I A hereto. Each such certificate so deposited is , together with a stock power, in negotiable and proper deliverable form endorsed in blank (with the signature of the undersigned thereon signatures guaranteed by a commercial bank or trust company in the United States or by a firm that is a member firm of a national securities exchange or of the New York Stock ExchangeNational Association of Securities Dealers, or is accompanied by a duly executed stock power or powers in blankInc.). With respect to those Certificates listed next to such Tendering Shareholder's name on Schedule A-1 hereto (except for the Certificates representing the Collateral Shares), bearing the signature of the undersigned so guaranteed. The Custodian is such Tendering Shareholder hereby authorized and directed, subject undertakes to deliver to the instructions of Custodian within thirty (30) days following the Attorney-in-Factdate hereof, (a) to hold such Tendering Shareholder's respective Certificates, together with a stock power, in custody the certificate or certificates deposited herewithnegotiable form as provided above, (b) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the representing such Tender Shares) to or at the direction of . Further, each such Tendering Shareholder hereby grants the Attorney-in-Fact the full power and authority in the name of and for and on behalf of such Tendering Shareholder with respect to all matters arising out of or in connection with effecting the delivery of those Certificates listed on Schedule A-1 to the Custodian within such thirty (30) period. The Custodian shall hold all of the Certificates for the account of each Tendering Shareholder and shall dispose of the Certificates in accordance with the terms of the Underwriting Agreement and this Agreement. (c) As promptly as practicable upon the receipt by the Attorney-in-Fact and Custodian of a Tender Notice (as defined in Section 4(a) hereof) from SHC, the Attorney-in-Fact and Custodian shall tender all the Tender Shares in the Offer on behalf of the Tendering Shareholders unless, prior to return or cause such tender there shall have been entered an order by a court of competent jurisdiction prohibiting such tender. (d) Each Tendering Shareholder hereby authorizes and directs the Custodian to hold the Certificates deposited herewith in his custody with full power in the name of and for and on behalf of such Tendering Shareholder and to do all things and perform all acts pursuant to the terms of this Agreement as the Custodian in his sole and absolute discretion deems appropriate, including without limitation, the tendering of the Tender Shares and the execution and delivery of all certificates, receipts, instruments and letters of transmittal to SHC, the Company's registrar and transfer agent to return to agent, the undersigned new certificate(s) depository for the shares of Common Stock represented Offer, or any other person and any other documents and papers required, contemplated by, or deemed by any certificate deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor appropriate in accordance connection with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the exchange of shares of Valley Bank common stock and the sale of the Shares to the Underwriters, the undersigned Shareholder hereby appoints American U.S. Stock Transfer & Trust Company Corporation as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that Valley Bank common stock which represent not less than the total number of Shares to be sold the shares of Valley Bank common stock held by the undersigned to the UnderwritersShareholder, and which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form and either (a) the certificate has been endorsed in blank with the signature of the undersigned thereon Shareholder thereon, medallion guaranteed by an eligible guarantor institution, such as a commercial bank or trust company in the United States or by bank, a member firm of the New York Stock Exchangestock broker, savings and loan association, or is accompanied by credit union, with membership in an approved medallion signature program, or (b) the Shareholder has separately provided a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedShareholder, medallion guaranteed in the same manner. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, to act as follows: (ai) to surrender the certificates for Shareholder's shares of Valley Bank in exchange for certificates of Pacific Community Banking Group common stock in accordance with the Acquisition Agreement; (ii) to hold in custody the certificate or certificates deposited herewith, herewith and any other certificates or instruments exchanged therefor; (biii) to deliver or to authorize the CompanyPacific Community Banking Group's transfer agent to deliver the certificate or certificates of Pacific Community Banking Group common stock received in exchange for the certificates deposited hereunder herewith (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Agreement and Fact; and (civ) to return or cause the CompanyPacific Community Banking Group's transfer agent to return to the undersigned Shareholder cash in lieu of fractional shares and in new certificate(s) for the shares of Common Stock represented by Pacific Community Banking Group common stock and warrants that are received in exchange for any certificate deposited hereunder which but that are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth Underwriters, and cash in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Companyplace of any fractional share interest in Pacific Community Banking Group. B. Until the shares of Valley Bank common stock deposited hereunder have been exchanged for Pacific Community Banking Group common stock, the Shareholder shall retain all rights of ownership with respect to the shares of Valley Bank common stock deposited hereunder, including the right to vote and to receive all dividends and payments thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement. Until the Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreementtherefor, the undersigned Shareholder shall retain all rights of ownership with respect to the Shares deposited hereunderShares, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. a. In connection with and to facilitate the sale of the New Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company Republic New York Securities Corporation as custodian (the "Custodian") ), and herewith deposits authorizes RNB to deposit with the Custodian one or more certificates for shares of Old Common Stock that as set forth on Schedule II hereto (such shares collectively, the "Old Shares") which, after giving effect to the Recapitalization, will represent not less than the total maximum number of New Shares to be sold by the undersigned to the Underwriters, which number is Underwriters as set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a two or more duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedthereon and a medallion guarantee of such signature by an Eligible Guarantor Institution, as defined by Exchange Act Rule 17Ad-15. The Custodian is hereby authorized undersigned authorizes and directeddirects the Custodian, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates for the Old Shares deposited herewith, herewith and any related stock powers; (b) to deliver or to authorize the Company's transfer agent to deliver the such certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) and related stock powers to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Agreement and Agreement; (c) to return or cause instruct UMB Bank, n.a., in its capacity as Transfer Agent and Registrar for the Company's transfer agent New Common Stock, to issue certificates for all of the New Shares and to deliver such certificates to the Custodian in exchange for all of such Old Shares; and (d) to return to the undersigned RNB one or more new certificate(s) certificates for the shares of New Common Stock represented by any certificate deposited hereunder issuable pursuant to the Recapitalization in respect of the Old Shares but which are not sold or to be sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. b. Until the New Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall will retain all rights of ownership with respect to the Old Shares deposited hereunderhereunder (together with any shares of New Common Stock issuable in respect thereof pursuant to the Recapitalization), including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Sharesshares, which right is subject to this Agreement and, from and after its execution, the Underwriting Agreement. c. In taking any action requested or directed by the Representatives under the terms of this Agreement, the Custodian will be entitled to rely upon a writing which it believes in good faith to have been signed by a representative of Morgxx Xxxnxxx & Xo. Incorporated, with evidence of authority reasonably satisfactory to the Custodian. d. The Custodian may consult with legal counsel in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. e. In the event of any disagreement between the undersigned or the person or persons named in the instructions in this Agreement, or any other person, resulting in adverse claims and demands being made in connection with or for any certificates, papers, money or property involved herein, or affected hereby, the Custodian shall be entitled to refuse to comply with any demand or claim (and in so refusing to make any delivery or other disposition of any money, papers or property involved or affected hereby, the Custodian shall not be or become liable to the Company, the undersigned, the Underwriters or to any person named in such instructions for its refusal to comply with such conflicting or adverse demands) until: (i) The rights of all of the adverse claimants shall have been fully and finally adjudicated by a court assuming and having jurisdiction of the parties and money, certificates, papers and property involved herein or affected hereby and the Custodian shall have received a copy of all orders, decrees and judgments relating to such adjudication from counsel to one or more of such adverse claimants and shall have been advised in writing by such counsel that such orders, decrees or judgments are final, or (ii) The Custodian shall have received from counsel to one or more of such adverse claimants a copy of a written agreement executed by all adverse claimants and providing for the resolution of all such disagreements. f. No party to this Agreement shall on or after the date hereof grant a security interest in any monies, securities or other property deposited with the Custodian under this Agreement, or otherwise create a lien, encumbrance or other claim against such monies or securities, or borrow against the same. g. The Custodian may rely upon and shall be fully protected in relying and acting upon this Agreement and any assignment, instruction, certificate, instrument, opinion, notice, letter, facsimile, transmission, telex, holder list, mailing label or other instrument, or any security delivered to it hereunder. h. The Custodian may rely and shall be fully protected in relying and acting upon written instruction which it believes in good faith to have been signed by the Attorneys-in-Fact, or any one of them, with respect to any matter (including incomplete or defective documents submitted hereunder). i. The Custodian shall keep such records as are reasonably necessary to document the date of its receipt of the Old Shares, the amount and date of payments in respect thereof, and the date of delivery of any unsold shares of New Common Stock to RNB. j. The Custodian shall retain this Agreement and related documents delivered to it hereunder until the Termination Date (as hereinafter defined) and following the Termination Date shall deliver (i) to RNB, any Old Shares and New Shares (and related stock powers) then outstanding and not previously delivered to RNB or sold to the Underwriters pursuant to the Underwriting Agreement and (ii) to the Company, this Agreement and any other related documents. k. The Custodian shall have no duties or obligations other than those specifically set forth in this Agreement and no provision hereof shall be interpreted to impose on the Custodian any additional duty or obligation.

Appointment of Custodian; Deposit of Shares. A. (a) In connection with and to facilitate the sale of the Shares to the Underwriterstransactions contemplated by this Agreement, the undersigned each PrimeCo Holder hereby appoints American Stock Transfer & Trust Company PrimeCo as custodian (the "CustodianCUSTODIAN") and herewith hereby deposits or shall promptly deposit (but in any event, no later than four business days after the date hereof), with the Custodian one or more certificates for Common Stock that represent not less than Custodian, each Certificated Note held by such PrimeCo Holder, accompanied by a duly executed Assignment Form in the total number of Shares to be sold by the undersigned form attached to the UnderwritersCertificated Notes ("ASSIGNMENT FORM" and, which number is set forth on Schedule I heretotogether with such Certificated Notes, the "INSTRUMENTS"), undated and executed in blank and bearing the signature of such PrimeCo Holder or a duly authorized representative thereof. Each PrimeCo Holder represents and warrants to the Attorneys-in-Fact and the Custodian that each such certificate Certificated Note so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedform. The Custodian is hereby authorized and directed, directed subject to the instructions of the AttorneyAttorneys-in-Fact, : (ai) to hold in custody the certificate or certificates Instruments deposited herewithhereby, and (bii) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact to deliver the Instruments in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting this Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. (b) Until the Shares Instruments have been delivered to the Underwriters against payment therefor in accordance with the Underwriting this Agreement, the undersigned each PrimeCo Holder shall retain all rights of ownership with respect to the Shares Instruments deposited hereunder, including the right to vote and to receive all dividends and interest or other payment thereon. (c) Each PrimeCo Holder understands that the Custodian assumes no responsibility or liability to the PrimeCo Holders or any other person (except for liability for its gross negligence or willful misconduct), except other than in connection with the right responsibilities delegated to retain custody the Custodian under this Section 8.2, and each PrimeCo Holder, severally and not 11 <Page> jointly, agrees to indemnify and hold harmless the Custodian and its respective officers, agents, successors and assigns and personal representatives, with respect to any act or omission of or dispose of such Shares, which right is subject to done by the Custodian in good faith in connection and in accordance with this Agreement and the Underwriting Agreementinstructions of this Section 8.2.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the Merger and the sale of the ROA Shares to the UnderwritersUnderwriter, the undersigned hereby appoints American Stock Transfer & Trust Company as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Swenxxx Xxxmon Stock that which represent not less than the total number of Swenxxx Xxxres which will be delivered by the undersigned in exchange for the number of ROA Shares to be sold by the undersigned to the UnderwritersUnderwriter, which number is numbers are set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by an eligible guarantor institution which is a participant in a Securities Transfer Association recognized program, including any commercial bank or trust company in the United States or by a member firm of the New York Stock ExchangeExchange that is such an eligible guarantor, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates deposited herewithherewith and the certificates received in exchange therefor pursuant to the Merger (or replacement certificates therefor), (b) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Sharestherefor) to or at the direction of the AttorneyAttorneys-in-Fact for delivery to the Company in accordance with the terms of the Merger, (c) to deliver the certificate or certificates received in connection with the Merger (or replacement certificate(s) therefor) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (cd) to return or cause the Company's transfer agent to return to the undersigned new certificate(s) for the shares of ROA Common Stock represented by any certificate deposited hereunder received in connection with the Merger which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Swenxxx Xxxres have been delivered to the Company in exchange for the ROA Shares in accordance with the Merger, the undersigned shall retain all rights of ownership with respect to the Swenxxx Xxxres deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Swenxxx Xxxres, which right is subject to this Agreement. Until the Shares have been delivered to the Underwriters Underwriter against payment therefor in accordance with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the ROA Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such ROA Shares, which right is subject to this Agreement and the Underwriting Agreement. C. If a controversy arises between two or more of the Selling Stockholders, or between any of the Selling Stockholders and any other person, as to whether or not or to whom the Custodian shall deliver the certificates for the ROA Shares or the Swenxxx Xxxres or any funds held by it, or as to any other matter arising out of or relating hereto or to the property held by the Custodian hereunder or as to the interpretation of this Agreement regarding the duties or obligations of the Custodian hereunder, the Custodian shall not be required to determine the same and need not make any delivery of the property or any portion thereof but may retain it, subject to the provisions of Section 6.B., below, until the rights of the parties to the dispute shall have finally been determined by agreement or by final order of a court of competent jurisdiction; provided, however, that the time for appeal for any such final order shall have expired without an appeal having been made. The Custodian shall deliver the property or any portion thereof within 15 days after it has received written notice of any such agreement or final order (accompanied by an affidavit that the time for appeal has expired without an appeal having been made) in accordance with the terms of the final agreement or order. The Custodian shall be entitled to assume that no such controversy has arisen unless it has received a written notice that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. D. The Custodian will acknowledge in writing to the undersigned receipt by physical delivery of any certificates representing the undersigned's ROA Shares or Swenxxx Xxxres, as the case may be, when such certificates are received.

Appointment of Custodian; Deposit of Shares. A. a. In connection with and to facilitate the sale of the New Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company Republic New York Securities Corporation as custodian (the "Custodian") ), and herewith deposits authorizes RNB to deposit with the Custodian one or more certificates for shares of Old Common Stock that as set forth on Schedule II hereto (such shares collectively, the "Old Shares") which, after giving effect to the Recapitalization, will represent not less than the total maximum number of New Shares to be sold by the undersigned to the Underwriters, which number is Underwriters as set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a two or more duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteedthereon and a medallion guarantee of such signature by an Eligible Guarantor Institution, as defined by Exchange Act Rule 17Ad-15. The Custodian is hereby authorized undersigned authorizes and directeddirects the Custodian, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or certificates for the Old Shares deposited herewith, herewith and any related stock powers; (b) to deliver or to authorize the Company's transfer agent to deliver the such certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) and related stock powers to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting Agreement and Agreement; (c) to return or cause instruct UMB Bank, n.a., in its capacity as Transfer Agent and Registrar for the Company's transfer agent New Common Stock, to issue certificates for all of the New Shares and to deliver such certificates to the Custodian in exchange for all of such Old Shares; and (d) to return to the undersigned RNB one or more new certificate(s) certificates for the shares of New Common Stock represented by any certificate deposited hereunder issuable pursuant to the Recapitalization in respect of the Old Shares but which are not sold or to be sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. b. Until the New Shares have been delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, the undersigned shall will retain all rights of ownership with respect to the Old Shares deposited hereunderhereunder (together with any shares of New Common Stock issuable in respect thereof pursuant to the Recapitalization), including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Sharesshares, which right is subject to this Agreement and, from and after its execution, the Underwriting Agreement. c. In taking any action requested or directed by the Representatives under the terms of this Agreement, the Custodian will be entitled to rely upon a writing which it believes in good faith to have been signed by a representative of Morgxx Xxxnxxx & Xo. Incorporated, with evidence of authority reasonably satisfactory to the Custodian. d. The Custodian may consult with legal counsel in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. e. In the event of any disagreement between the undersigned or the person or persons named in the instructions in this Agreement, or any other person, resulting in adverse claims and demands being made in connection with or for any certificates, papers, money or property involved herein, or affected hereby, the Custodian shall be entitled to refuse to comply with any demand or claim (and in so refusing to make any delivery or other disposition of any money, papers or property involved or affected hereby, the Custodian shall not be or become liable to the Company, the undersigned, the Underwriters or to any person named in such instructions for its refusal to comply with such conflicting or adverse demands) until: (i) The rights of all of the adverse claimants shall have been fully and finally adjudicated by a court assuming and having jurisdiction of the parties and money, certificates, papers and property involved herein or affected hereby and the Custodian shall have received a copy of all orders, decrees and judgments relating to such adjudication from counsel to one or more of such adverse claimants and shall have been advised in writing by such counsel of the finality of such orders, decrees or judgments, or (ii) The Custodian shall have received from counsel to one or more of such adverse claimants a copy of a written agreement executed by all adverse claimants and providing for the resolution of all such disagreements. f. No party to this Agreement shall on or after the date hereof grant a security interest in any monies, securities or other property deposited with the Custodian under this Agreement, or otherwise create a lien, encumbrance or other claim against such monies or securities, or borrow against the same. g. The Custodian may rely upon and shall be fully protected in relying and acting upon this Agreement and any assignment, instruction, certificate, instrument, opinion, notice, letter, facsimile, transmission, telex, holder list, mailing label or other instrument, or any security delivered to it hereunder. h. The Custodian may rely and shall be fully protected in relying and acting upon written instruction which it believes in good faith to have been signed by the Attorneys-in-Fact, or any one of them, with respect to any matter (including incomplete or defective documents submitted hereunder). i. The Custodian shall keep such records as are reasonably necessary to document the date of its receipt of the Old Shares, the amount and date of payments in respect thereof, and the date of delivery of any unsold shares of New Common Stock to RNB. j. The Custodian shall retain this Agreement and related documents delivered to it hereunder until the Termination Date (as hereinafter defined) and following the Termination Date shall deliver (i) to RNB, any Old Shares and New Shares then outstanding and not previously delivered to RNB or sold to the Underwriters pursuant to the Underwriting Agreement and (ii) to the Company, this Agreement and any other related documents. k. The Custodian shall have no duties or obligations other than those specifically set forth in this Agreement and no provision hereof shall be interpreted to impose on the Custodian any additional duty or obligation.

Appointment of Custodian; Deposit of Shares. A. (a) In connection with and to facilitate the sale of the Shares to the UnderwritersPurchasers, the undersigned hereby appoints American Stock Transfer & Trust Company as Scotx X. Xxxxxxxx, xx custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that Stock. The certificate(s) for Shares deposited hereunder represent not less than currently owned Shares at least equal in number in the aggregate to the total number of Shares to be sold by the undersigned to the UnderwritersPurchasers, which number is set forth on Schedule I hereto. Each such certificate for Shares so deposited hereunder is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneyAttorneys-in-Fact, (a) to hold in custody the certificate or any certificates for Shares deposited herewith, (b) to deliver or to authorize the Company's transfer agent Transfer Agent to deliver the certificate or certificates for Shares deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the AttorneyAttorneys-in-Fact in accordance with the terms of the Underwriting applicable Purchase Agreement and (c) to return or cause the Company's transfer agent Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate for Common Stock deposited hereunder which are not sold pursuant to the Underwriting applicable Purchase Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. (b) Until the Shares have been delivered to the Underwriters Purchasers against payment therefor in accordance with the Underwriting applicable Purchase Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including including, if applicable, the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such SharesShares (but only to the extent provided herein), which right is subject to this Agreement and the Underwriting Agreement.

Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares Option Securities to the Underwriters, the undersigned hereby appoints American Stock Securities Transfer & Trust Company Trust, Inc. as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that in the aggregate represent not less than the excess, if any, of (a) the total number of Shares Option Securities to be sold by the undersigned to the Underwriters, which the number is of such securities being set forth on Schedule I heretoII to the Underwriting Agreement over (b) the total number of Option Securities to be delivered by the Company to the Custodian pursuant to the Irrevocable Instructions (as defined below). Each such certificate so deposited on the date hereof is in negotiable and proper deliverable form form, endorsed in blank with the signature of the undersigned or the Attorney-in-Fact thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorney-in-Fact so guaranteed. The undersigned irrevocably exercises, effective at such time (if any) as Salomon Brothers Inc exercises its option to purchase Option Securities, the option to purchase the Exercise Securities (as defined in accordance the Underwriting Agreement) and will deliver irrevocable instructions to the Company directing the Company, upon effectiveness of the undersigned's election, to promptly issue the undersigned's Exercise Securities and deposit the same with the terms of Custodian (the Underwriting Agreement and (c) "Irrevocable Instructions"). Each such certificate to return or cause be deposited by the Company's transfer agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold Company pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for Irrevocable Instructions will be, at the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company. B. Until the Shares have been delivered to the Underwriters against payment therefor in accordance time of deposit with the Underwriting Agreement, the undersigned shall retain all rights of ownership with respect to the Shares deposited hereunder, including the right to vote and to receive all dividends and payment thereon, except the right to retain custody of or dispose of such Shares, which right is subject to this Agreement and the Underwriting Agreement.the