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.

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.

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 in the aggregate represent not less than the excess, if any, of (a) the total number of Shares to be sold by the undersigned to the Underwriters, which as Underwritten Securities and Option Securities, the number is of such securities being set forth on Schedule I heretoSchedules II and III to the Underwriting Agreement over (b) the total number of Shares 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 will deliver irrevocable instructions to the Company directing the Company to deposit any of the undersigned's Exercise Securities (as defined in accordance the Underwriting Agreement) with the terms of Custodian not later than the Underwriting Agreement and business day next following the date hereof (c) the "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.time of deposit with the

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.

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.