Common use of Custody Agreement Clause in Contracts

Custody Agreement. The Selling Shareholder has duly executed and delivered the custody agreement ("Custody Agreement"), in the form heretofore delivered to the Representative. The person designated by the Selling Shareholder in the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, by operation of law, whether by the death or incapacity of the Selling Shareholder, or by the occurrence of any other event. If any such death or incapacity should occur, or if any other event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for such Common Stock deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.

Custody Agreement. The Each of the Selling Shareholder has duly executed Stockholders represents and delivered warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholders hereunder have been placed in custody agreement ("under a Custody Agreement")Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC, as custodian (the Representative“Custodian”). The person designated by Each of the Selling Shareholder in the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder Stockholders specifically agrees that the Common Stock Shares represented by the certificates he has deposited with held in custody for such Selling Stockholder under the Custodian Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody custody, are to that extent irrevocable, and . Each of the Selling Stockholders specifically agrees that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the Selling Shareholdercase of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such death executor or incapacity trustee should occurdie or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for representing such Common Stock deposited with the Custodian Shares shall be delivered by the Custodian or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Custodian pursuant to the Custody Agreement shall be as valid as if such death, incapacity incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereofof such death, incapacity, termination, dissolution or other event.

Custody Agreement. The execution and delivery of the Custody Agreement and the Power-of-Attorney have been duly authorized by all necessary corporate action, if any, of such Selling Shareholder has Stockholder; the Custody Agreement and the Power-of-Attorney have been duly executed and delivered the custody agreement ("Custody Agreement")by such Selling Stockholder and, in the form heretofore delivered to the Representative. The person designated by the Selling Shareholder in the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizationsassuming due authorization, orders and consents necessary for the execution and delivery by the Custodian, are the legal, valid, binding and enforceable instruments of such Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly givenStockholder, and the enforceable against such Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Stockholder in accordance with their respective terms. Such Selling Shareholder's Shares. The Selling Shareholder Stockholder agrees that each of the Common Stock Option Securities represented by the certificates he has deposited on deposit with the Custodian are is subject to the interests of the Underwriters hereunder, that the arrangements made for such custody custody, the appointment of the Attorney-in-Fact and the right, power and authority of undersigned or the Attorney-in-Fact to execute and deliver this Agreement, to agree on the price at which the Option Securities are to be sold to the Underwriters, and to carry out the terms of this Agreement, are to that extent irrevocable, irrevocable and that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminated, except as provided in this Agreement and or the Custody Agreement, by any act of such Selling ShareholderStockholder, by operation of lawlaw or otherwise, whether in the case of any individual Selling Stockholder by the death or incapacity of such Selling Stockholder, in the case of a trust or estate by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or in the case of a corporate or partnership Selling Shareholder, Stockholder by its liquidation or dissolution or by the occurrence of any other event. If any individual Selling Stockholder, trustee or executor should die or become incapacitated or any such death trust should be terminated, or incapacity should occurif any corporate or partnership Selling Stockholder shall liquidate or dissolve, or if any other such event should occur, before the delivery of the Selling Shareholder's Shares such Option Securities hereunder, to the extent not prohibited by law, the certificates for such Common Stock Option Securities deposited with the Custodian shall be delivered by the Custodian in accordance with the respective terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity incapacity, termination, liquidation or dissolution or other such event had not occurred, regardless of whether or not the Custodian or, if applicable, the Attorney-in-Fact shall have received notice thereof.

Custody Agreement. The (A) With regards to the Firm Selling Shareholder Stockholders, such Selling Stockholder has duly executed and delivered the custody agreement ("Custody Agreement")delivered, in the form heretofore delivered furnished to the Representative. The person designated , an Irrevocable Custody Agreement (the "Irrevocable Custody Agreement") with Jersey Trust and Transfer Company as custodian; the Irrevocable Custody Agreement constitutes a valid and binding agreement on the part of such Selling Stockholder, enforceable in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, in solvency, reorganization, moratorium or other, similar laws relating to or affecting creditors' rights generally or by general equitable principles; (B) With regards to the Option Selling Shareholder Stockholder, the Option Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Representative, an Irrevocable Custody Agreement and Power of Attorney (the "Option Custody Agreement" and together with the Irrevocable Custody Agreement, the "Custody Agreement") appointing Xxxx Xxxx as attorney-in- fact (the "Attorney") with Jersey Trust and Transfer Company as custodian will be referred to herein as (the "Custodian." Certificates "); the Option Custody Agreement constitutes a valid and binding agreement on the part of such Selling Stockholder, enforceable in negotiable form representing accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; and such Selling ShareholderStockholder's Attorney, acting alone, is authorized to execute and deliver this Agreement and the certificate referred to in Section 5(n) hereof on behalf of such Selling Stockholder, to determine the price to be paid by the several Underwriters to such Selling Stockholder as provided in Section 2 hereof, to authorize the delivery of the Shares to be sold by the such Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of Stockholder under this Agreement and to duly endorse (in blank or otherwise) the Custody Agreement have been duly and validly givencertificate or certificates representing such Shares or a stock power or powers with respect thereto, to accept payment therefor, and the Selling Shareholder has full legal right, power and authority otherwise to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act on behalf of such Selling Shareholder, by operation of law, whether by the death or incapacity of the Selling Shareholder, or by the occurrence of any other event. If any such death or incapacity should occur, or if any other event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for such Common Stock deposited Stockholder in connection with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.Agreement;

Custody Agreement. The In the case of a Specified Selling Shareholder Stockholder only, all of the Shares to be sold by such Specified Selling Stockholder hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Specified Selling Stockholder to the Transfer Agent, as custodian (the “Custodian”), and such Specified Selling Stockholder has duly executed and delivered the custody agreement ("Custody Agreement")a Power of Attorney, in the form heretofore delivered furnished to you, appointing the person or persons specified therein as Attorneys-in-Fact with authority to execute and deliver this Agreement on behalf of such Specified Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Representative. The person designated by Specified Selling Stockholder as provided herein, to authorize the Selling Shareholder in delivery of the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the such Specified Selling Shareholder Stockholder hereunder have been deposited and otherwise to act on behalf of such Specified Selling Stockholder in connection with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery transactions contemplated by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and Agreement. Such Specified Selling Stockholder agrees that the Shares held in custody for such Specified Selling Shareholder has full legal right, power and authority to enter into this Agreement and Stockholder under the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Specified Selling Stockholder for such custody custody, and the appointment by such Specified Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable, and . Such Specified Selling Stockholder agrees that the obligations of the such Specified Selling Shareholder Stockholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, terminated by operation of law, whether by the death or incapacity of any individual Specified Selling Stockholder, or, in the Selling Shareholdercase of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Specified Selling Stockholder or any such death executor or incapacity trustee should occurdie or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for representing such Common Stock deposited with the Custodian Shares shall be delivered by the Custodian or on behalf of such Specified Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian Custodian, the Attorneys-in-Fact, or any of them, shall have received notice thereofof such death, incapacity, termination, dissolution or other event.

Custody Agreement. The Each Selling Shareholder has duly executed Stockholder represents and delivered warrants that all of the Shares to be sold by such Selling Stockholder hereunder have been placed in custody agreement ("under the applicable Custody Agreement")Agreement relating to such Shares, in the form heretofore delivered furnished to the Representative. The person designated Underwriter, duly executed and delivered by the such Selling Shareholder in the Custody Agreement Stockholders to American Stock Transfer & Trust Company, LLC, as custodian will be referred to herein as (the "“Custodian." Certificates in negotiable form representing the ”). Each Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder Stockholder specifically agrees that the Common Stock represented by Shares held in custody for such Selling Stockholder under the certificates he has deposited with the Custodian applicable Custody Agreement are subject to the interests of the Underwriters Underwriter hereunder, and that the arrangements made by such Selling Stockholder for such custody custody, are to that extent irrevocable, and . Each of the Selling Stockholders specifically agrees that the obligations of the such Selling Shareholder Stockholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the Selling Shareholdercase of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such death executor or incapacity trustee should occurdie or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder's Shares hereunder, to the extent not prohibited by law, the certificates for representing such Common Stock deposited with the Custodian Shares shall be delivered by the Custodian or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and and, if applicable, the applicable Custody Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereofAgreement.

Custody Agreement. The All of the Securities to be sold by each Specified Selling Shareholder has duly executed and delivered the Stockholder hereunder have been placed in custody under a custody agreement relating to such Securities ("the “Custody Agreement"”), in the form heretofore furnished to you, duly executed and delivered by such Specified Selling Stockholder to the RepresentativeAmerican Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”). The person designated by Such Specified Selling Stockholder agrees that the Securities held in custody for such Specified Selling Shareholder in Stockholder under the Custody Agreement as custodian will be referred to herein as the "Custodian." Certificates in negotiable form representing the Selling Shareholder's Shares to be sold by the Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. All authorizations, orders and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Custody Agreement have been duly and validly given, and the Selling Shareholder has full legal right, power and authority to enter into this Agreement and the Custody Agreement and to sell, assign, transfer and deliver to the Underwriters the Selling Shareholder's Shares. The Selling Shareholder agrees that the Common Stock represented by the certificates he has deposited with the Custodian are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Specified Selling Stockholder for such custody custody, and the appointment by such Specified Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable, and . Such Specified Selling Stockholder agrees that the obligations of the such Specified Selling Shareholder Stockholder hereunder shall not be terminated, except as provided in this Agreement and the Custody Agreement, by any act of such Selling Shareholder, terminated by operation of law, whether by the death or incapacity of any individual Specified Selling Stockholder, or, in the Selling Shareholdercase of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Specified Selling Stockholder or any such death executor or incapacity trustee should occurdie or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Selling Shareholder's Shares Securities hereunder, to the extent not prohibited by law, the certificates for representing such Common Stock deposited with the Custodian Securities shall be delivered by the Custodian or on behalf of such Specified Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, incapacity incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian Custodian, the Attorneys-in-Fact, or any of them, shall have received notice thereof.of such death, incapacity, termination, dissolution or other event