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 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 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. 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 or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-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 Attorneys-in-Fact in accordance with the terms of the Purchase 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, or issuable upon conversion of, any certificate deposited hereunder which are not sold pursuant to the Purchase 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. 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 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 Shares held in accordance a book-entry position 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, ’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. The Each of the undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that each such certificate 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 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. The Custodian is hereby authorized and directed, subject to the instructions of the AttorneysAttorney-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 ’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 AttorneysAttorney-in-Fact in accordance with the terms of the Purchase Underwriting Agreement and (c) to return or cause the Company's ’s Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by, or issuable upon conversion of, any certificate deposited hereunder Shares held in book-entry position which are not sold pursuant to the Purchase Underwriting Agreement. 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 with the Custodian one or more certificates for shares of Common Stockshall promptly deposit (but in any event, 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 in accordance with the terms and conditions of the Company's Amended and Restated Certificate of Incorporation as in effect on no later than four business days after the date hereof), and with the shares of Common Stock issuable upon Custodian, each Certificated Note held by such PrimeCo Holder, accompanied by a duly executed Assignment Form in the conversion thereof are referred form attached to herein as the Certificated Notes ("ASSIGNMENT FORM" and, together with such Certificated Notes, 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 SharesINSTRUMENTS"), undated and executed in blank and bearing the aggregate, represent not less than the total number signature of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I heretosuch PrimeCo Holder or a duly authorized representative thereof. The undersigned Each PrimeCo Holder represents and warrants to the AttorneyAttorneys-in-Fact, Fact and the Custodian and the Underwriters 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 or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersignedform. The Custodian is hereby authorized and directed, directed subject to the instructions of the Attorneys-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 Attorneys-in-Fact to deliver the Instruments in accordance with the terms of this Agreement. (b) Until the Purchase Agreement Instruments have been delivered against payment therefor in accordance with this Agreement, each PrimeCo Holder shall retain all rights of ownership with respect to the Instruments deposited hereunder, including the right to vote and to receive all interest or other payment thereon. (c) to return Each PrimeCo Holder understands that the Custodian assumes no responsibility or cause the Company's Transfer Agent to return liability to the undersigned new certificate(s) PrimeCo Holders or any other person (except for liability for its gross negligence or willful misconduct), other than in connection with the shares of Common Stock represented by, or issuable upon conversion of, any certificate deposited hereunder which are not sold pursuant responsibilities delegated to the Purchase AgreementCustodian 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 done by the Custodian in good faith in connection and in accordance with this Agreement and the instructions of this Section 8.2. 8.3.

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 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 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"), that in the aggregate, 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 hereto. The undersigned represents and warrants II to the Attorney-in-Fact, Underwriting Agreement over (b) the total number of Option Securities to be delivered by the Company to the Custodian and pursuant to the Underwriters that each 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. The Custodian is hereby authorized and directed, subject to undersigned or the instructions of the Attorneys-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 AttorneysAttorney-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 Purchase 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, or issuable upon conversion of, any certificate deposited hereunder which are not sold Company pursuant to the Purchase Agreement.Irrevocable Instructions will be, at the time of deposit with the

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 shares of Common Stock, shares of Series A Preferred Swenxxx Xxxmon 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 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, 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. The undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that each 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 Exchange that is such an eligible guarantor, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersignedundersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-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) therefor) to or at the direction of the Attorneys-in-Fact for delivery to the SharesCompany 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 Purchase 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, or issuable upon conversion of, by any certificate deposited hereunder received in connection with the Merger which are not sold pursuant to the Purchase Underwriting Agreement.