Common use of DEPOSITED Clause in Contracts

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY") irrevocably appointing __________ and _______________, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYS"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"), and CIBC World Markets Corp. and Oppenheimer & Co. Inc., as representatives (the "REPRESENTATIVES") of xxx xxxxxxx underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP and their representatives, agents and counsel. Thesx xxxxxsenxxxxons, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New York. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned undersigned, guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined hereinherein defined), the Company or the Representatives (as defined hereinherein defined) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney (as herein defined) or the Underwriting AgreementAgreement (as herein defined), all of the foregoing to be in form and substance satisfactory in all material respects to the party reasonably requesting such documentation. The undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney and duly certified copies of such corporation's by-laws, certificate of incorporation or other organizational documents. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY") irrevocably appointing __________ Xxxx X. Xxxxx and _______________Xxxxxxx X. Xxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYS"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT") among the Company, certain stockholders shareholders of the Company Company, including the undersigned (collectively, the "SELLING STOCKHOLDERSSHAREHOLDERS"), and CIBC World Markets Corp. The Xxxxxxxx-Xxxxxxxx Company, LLC, Xxxxxx Xxxxxx Xxxxxxxx & Co., Inc., and Oppenheimer & Co. Inc.FAC/Equities, a division of First Albany Corporation, as representatives (the "REPRESENTATIVES") of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement therein (the "UNDERWRITERS"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters as is finally determined by the Attorneys and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action (i) to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellationStock, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such expenses, if any (the "EXPENSES") and transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES") as you may be instructed to pay by the Attorneys; and (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" belowundersigned, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS")any, of the amount received by you as payment for the Shares over the Expenses and Transfer Taxes, if any. The amount of such Net Proceeds Such excess is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and Shareholders and, prior to December 31, 2000, is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling StockholdersShareholders, and this Custody Agreement and your authority hereunder are irrevocable ARE IRREVOCABLE and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________December 31, 20052000, or if on an earlier date the Representatives shall have notified the Company in writing that the Underwriting Agreement will not be signed and that the underwriting has been abandoned, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, undersigned all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. The Xxxxxxxx-Xxxxxxxx Company, LLC. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for for, and to hold you free from and harmless against against, any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is and not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the draft of the Underwriting Agreement and the Power of Attorney are hereby incorporated by reference herein herein, and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Power of Attorney and the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling StockholdersShareholders, the Attorneys, the Company, Berman, Rennert, Vogel Xxxxxx Xxxx & Mandler, P.A., Akerman SenterfittXxxxxxx, the Underwriters and SkaddexXxxxxxx Xxxxxx & Green, Xxps, Xxxxx, Meagher & Flom LLP P.C. and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State Commonwealth of New YorkMassachusetts without regard to its conflict of law provisions. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and Xxxxxx Hall & Xxxxxxx, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, P.C. Dated: __________. Dated: , ------------------------- ---- 2000 Very truly yours, By: ----------------------------------- Name: Title: * --------------------------------------------- * --------------------------------------------- Signature(s)* Print Name(s) and Address of Selling Stockholder(sShareholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------------------------------------------------------------- ------------------------------------------------------ ------------------------------------------------------

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form stock power duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeundersigned. The certificate(s) are to be held by you as the Custodian for the account of the undersigned and are to be disposed of by you the Custodian in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this “Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein”), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Sxxxx X. Xxxxxx and _______________Wxxxxxx X. Xxxxxxx, Xx. each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), with full power and authority in the name of, for and on behalf of, the undersigned with respect to all certain matters arising in connection with the sale of the Common Stock by the undersigned including, but not limited to entering into and performing an underwriting as contemplated by that certain joint bookrunning manager agreement (the "UNDERWRITING AGREEMENT"“Joint Bookrunning Manager Agreement”) among the Company, certain stockholders shareholders of the Company Company, including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Shareholders”), and CIBC World HCFP/Capital Markets Corp. and Oppenheimer & Co. Inc.LLC, as representatives representative (the "REPRESENTATIVES"“Representative”) of xxx xxxxxxx underwriters the selling agents to be named in Schedule I to the Underwriting Joint Bookrunning Manager Agreement (the "UNDERWRITERS"“Selling Agents”), including, but not limited to, entering into and performing the undersigned’s obligations under the Joint Bookrunning Manager Agreement. The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters Selling Agents and set forth opposite in the name of the undersigned in Schedule II to the Underwriting Joint Bookrunning Manager Agreement is hereinafter referred to as the "SHARES“Shares." You are ” The Custodian is hereby authorized and directed to hold the certificate(s) deposited with you the Custodian hereunder in your the custody of the Custodian and, subject to the instructions of the Attorneys, : (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several UnderwritersSelling Agents, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Representative shall have instructed; (ii) to deliver such new certificate(s) to the RepresentativesRepresentative, for the accounts of the several UnderwritersSelling Agents, against payment for such Shares at the purchase price per Share specified in the Underwriting Joint Bookrunning Manager Agreement and to give receipt for such payment; (iii) to deposit the same to your the Custodian’s account as Custodian custodian for the Shares and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters Selling Agents ("TRANSFER TAXES"“Transfer Taxes”) as you the Custodian may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you the Custodian as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as youthe Custodian, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you the Custodian shall also return to the undersigned new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you the Custodian hereunder over the number of Shares sold by the undersigned to the UnderwritersSelling Agents pursuant to the Joint Bookrunning Manager Agreement. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of granted and conferred subject to and in consideration of the interests and actions of the Attorneys, the several Underwriters, Selling Agents and the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (if the undersigned is an individual), by the death or either incapacity of any trustee or executor or the termination of any trust or estate (if the undersigned is a trust or an estate), or by the dissolution or liquidation of any corporation, limited liability company or partnership (if the undersigned) undersigned is a corporation, limited liability company or partnership), or by the occurrence of any other event or events (including, without limitation, the termination act of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you the Custodian hereunder and this Custody Agreement and your the Custodian’s authority hereunder are subject to and in consideration of the interests of the several UnderwritersAttorneys, the Company, the Attorneys Selling Agents and the other Selling StockholdersCompany, and this Custody Agreement and your the Custodian’s authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the UnderwritersSelling Agents, then certificate(s) representing such Shares will be delivered by you the Custodian to the Underwriters Selling Agents on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Joint Bookrunning Manager Agreement and this Custody Agreement and any actions taken by you the Custodian pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not youthe Custodian, the Attorneys, the Underwriters Selling Agents or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Joint Bookrunning Manager Agreement shall not have been executed and delivered prior to ___________delivered, 2005or the transactions contemplated thereby shall not have been consummated by October 31, 2017, then, upon the written request receipt of the undersigned to you (accompanied by written notice of termination of from the Power of Attorney addressed to each of the Attorneys) Custodian on or after that date, you are to the Custodian shall return to the undersigned, undersigned all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you the Custodian by or for the account of the several UnderwritersSelling Agents, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you the Custodian hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters Selling Agents under the Underwriting Joint Bookrunning Manager Agreement. The Underwriters Selling Agents shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Joint Bookrunning Manager Agreement. You The Custodian shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you the Custodian by the Attorneys, or any one of them. Any Attorney has the authority to instruct you the Custodian on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative and permitted under the terms of this Custody Agreement, you the Custodian will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World HCFP/Capital Markets Corp. LLC It is understood that you assume the Custodian assumes no responsibility or liability to any person or entity other than to deal with the certificate(s) deposited with you the Custodian hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you the Custodian for and to hold you the Custodian free from and harmless against any and all loss, claim, damage, liability or expense incurred by you the Custodian arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your the Custodian’s own gross negligence negligence, bad faith or willful misconduct. The representations ; provided, however, that (i) the liability under this Custody Agreement of each Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and warranties discounts, but before expenses, to such Selling Shareholder from the sale of the undersigned set forth Shares sold by such Selling Shareholder under the Joint Bookrunning Manager Agreement and (ii) no Selling Shareholder shall be required to contribute any amount in excess of the Underwriting amount by which the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the sale of the Shares sold by such Selling Shareholder under the Joint Bookrunning Manager Agreement are hereby incorporated by reference herein and exceeds the undersigned amount of any damages which such Selling Shareholder has otherwise been required to pay under the Joint Bookrunning Manager Agreement. By executing this Custody Agreement, each of the Selling Shareholders represents and warrants that such representations and warranties are true and correct on the date hereof that, as if made on of the date hereof, such Selling Shareholder (i) has the authority to execute and deliver this Custody Agreement; (ii) has the authority to sell the Shares; and (iii) has good and marketable title to such Shares, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, and such Shares will be transferred to the purchasers of such Shares pursuant to the Joint Bookrunning Manager Agreement, assuming such purchasers purchase such Shares for value in good faith and without notice of any such lien, encumbrance, equity or other adverse claim within the meaning of the Uniform Commercial Code, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever. The representations, warranties and agreements contained herein, as well as those contained of the Selling Shareholders in the Underwriting Agreement, this Custody Agreement are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Bermanthe Custodian and the Selling Agents, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP and their respective representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties warranties, agreements and agreements covenants shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons or entities listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Joint Bookrunning Manager Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed executed in one or more counterparts which and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together shall constitute one and the same agreementinstrument. Delivery of a signed counterpart of this Agreement by facsimile or e-mail/.pdf transmission shall constitute valid and sufficient delivery thereof. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________the Attorneys. Dated: , ------------------------- ---- 2017 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s), Address and Fax Number(s) and Address of Selling Stockholder(sShareholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------_______________________________________ _______________________________________ _______________________________________ _______________________________________ Taxpayer I.D.: ____________________________ Fax Number: _____________________________ Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of .. On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Class A Common Stock of Chicken Soup for the Soul Entertainment, Inc., registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Joint Bookrunning Manager Agreement (as defined therein). Dated: ____________, ______ ________________________________ (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian.

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form stock power duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by and a commercial bank or trust company having medallion guarantee stamp (or, if the signatory is outside the U.S., certified with an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeapostille). The certificate(s) are to be held by you as the Custodian for the account of the undersigned and are to be disposed of by you the Custodian in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this “Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein”), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Xxxxxx X. Xxxxxxx and _______________Xxxxxx Xxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), with full power and authority in the name of, for and on behalf of, the undersigned with respect to all certain matters arising in connection with the sale of the Common Stock by the undersigned including, but not limited to entering into and performing an as contemplated by that certain underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company Company, including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. and Oppenheimer Xxxxxxxxxxx & Co. Inc., as representatives representative (the "REPRESENTATIVES"“Representative”) of xxx xxxxxxx the several underwriters to be named in on Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”), including, but not limited to, entering into and performing the undersigned’s obligations under the Underwriting Agreement. The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in on Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." You are ” The Custodian is hereby authorized and directed to hold the certificate(s) deposited with you the Custodian hereunder in your the custody of the Custodian and, subject to the instructions of the Attorneys, : (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several Underwriters, shall Exhibit B - 1 have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares via overnight mail on the day of Common Stock registered in receipt of such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, instructions against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iiiii) to deposit the same to your the Custodian’s account as Custodian custodian for the Shares and draw upon such account to pay such transfer taxeslegal fees (“Legal Fees”), if any, payable in connection with as the transfer of the Shares to the Underwriters ("TRANSFER TAXES") as you Custodian may be instructed to pay by the Attorneys; (iviii) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you the Custodian as payment for the Shares over the Transfer TaxesLegal Fees, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as youthe Custodian, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you the Custodian shall also return to the undersigned new certificate(s) representing the excess), if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned that, pursuant to instructions from either Attorney, were not sent to the Underwriterstransfer agent. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests and actions of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you the Custodian hereunder and this Custody Agreement and your the Custodian’s authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your the Custodian’s authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you the Custodian to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you the Custodian pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not youthe Custodian, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request receipt of the undersigned to you (accompanied by written notice from either Attorney to the Custodian (and assuming such Attorney is acting lawfully and pursuant to the terms of termination of this Agreement, the Power of Attorney addressed to each of and the Attorneys) on or after that dateUnderwriting Agreement), you are to the Custodian shall return to the undersigned, undersigned all certificate(s), together with any stock powers, delivered herewith. One of the Attorneys shall promptly notify the Representative in writing of any such action taken by either Attorney. Until payment of the purchase price for the Shares has been made to you the Custodian by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you the Custodian hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You The Custodian shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you the Custodian by the Attorneys, or any one of them. Any Attorney has the authority to instruct you the Custodian on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative and permitted under the terms of this Custody Agreement, you the Custodian will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. Xxxxxxxxxxx & Co. Inc. It is understood that you assume the Custodian assumes no responsibility or liability to any person or entity other than to deal with the certificate(s) deposited with you the Custodian hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you the Custodian for and to hold you the Custodian free from and harmless against any and all loss, claim, damage, liability or expense incurred by you the Custodian arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your the Custodian’s own gross negligence negligence, bad faith or willful misconduct. The representations ; provided, however, that (i) the liability under this Custody Agreement of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and warranties discounts, but before expenses, to such Selling Stockholder from the sale of the undersigned set forth in Shares sold by such Selling Stockholder under the Underwriting Agreement are hereby incorporated and (ii) no Selling Stockholder shall be required to contribute any amount in excess of the amount by reference herein which the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the undersigned sale of the Shares sold by such Selling Stockholder under the Underwriting Agreement exceeds the amount of any damages which such Selling Stockholder has otherwise been required to pay under the Underwriting Agreement. By executing this Custody Agreement, each of the Selling Stockholders represents and warrants that such representations and warranties are true and correct on the date hereof that, as if made on of the date hereof, such Selling Stockholder (i) has the authority to execute and deliver this Custody Agreement; (ii) has the authority to sell the Shares; and (iii) has good and marketable title to such Shares, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, and such Shares will be transferred to the purchasers of such Shares pursuant to the Underwriting Agreement, assuming such purchasers purchase such Shares for value in good faith and without notice of any such lien, encumbrance, equity or other adverse claim within the meaning of the Uniform Commercial Code, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever. The representations, warranties and agreements contained herein, as well as those contained of the Selling Stockholders and the Custodian in the Underwriting Agreement, this Custody Agreement are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfittthe Custodian, the Underwriters Selling Stockholders and Skaddexthe Underwriters, Xxps, Xxxxx, Meagher & Flom LLP and their respective representatives, agents and counsel. Thesx xxxxxsenxxxxons, who are expressly acknowledged to be intended third party beneficiaries of such representations, warranties and agreements. These representations, warranties, agreements and covenants shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons or entities listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed executed in one or more counterparts which and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together shall constitute one and the same agreementinstrument. Delivery of a signed counterpart of this Agreement by facsimile or e-mail/.pdf transmission shall constitute valid and sufficient delivery thereof. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and the Attorneys. Dated: __________. Dated: ___, ------------------------- ---- 2011 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s), Address and Fax Number(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------_______________________________ _______________________________ _______________________________ _______________________________ Taxpayer I.D.: ___________________ Fax Number: ___________________ Instruction: If you are an individual and are married, your spouse is required to complete this form: SPOUSAL CONSENT I am the spouse of ____________________. On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Common Stock of Pioneer Power Solutions, Inc., registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: ______________, ______ (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian.

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Xxxx Xxxxxxxxx and _______________Xxxxxxx Xxxxxxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. Corp., Wachovia Capital Markets, LLC, XX Xxxxx & Co., L.L.C. and Oppenheimer & Co. Inc., Wedbush Xxxxxx Securities Inc. as representatives (the "REPRESENTATIVES"“Representatives”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and as set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, on or prior to September 30, 2005, are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered on or prior to ___________September 30, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock and Preferred Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and Preferred Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. or Wachovia Capital Markets, LLC. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel Xxxxxx & Mandler, P.A., Akerman SenterfittXxxxxxx, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher Xxxxxxx Xxxxxxx & Flom Xxxxxxxx LLP and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by and construed in accordance with the laws of the State of New York. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ Xxxx Xxxxxxxxx and __________Xxxxxxx Xxxxxxxxxx. Dated: , ------------------------- ---- 2005 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Taxpayer I.D.: Telephone: Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of . On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Common Stock of Anna’s Linens, Inc. registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: , 2005 (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian. Stock Certificate No. Maximum Number of Shares of Common Stock To Be Sold from Certificate Instruction: Indicate how you wish to receive payment of the Net Proceeds from the sale of the shares of Common Stock sold to the Underwriters, held by the Custodian. Please note that if you are selling shares of Common Stock registered in the name of a corporation or other association or a trust, payment will be made only to the corporation or other association or trust. A wire transfer can be made only to an account standing in exactly the same name as the person or entity, including the corporation or other association or trust, that is the registered owner of the Common Stock being sold. MANNER OF PAYMENT I request that payment of the Net Proceeds from the sale of the shares of Common Stock of the Company to be sold by me pursuant to the Underwriting Agreement, and held by the Custodian, be made in the following manner (CHECK ONE): ¨ CHECK made payable to: to be sent to the following address: Phone: ( ) Please send by (check one): ¨ First class mail ¨ Federal Express ¨ Federal Express account number ¨ Transfer to the following account: Account No. Bank (See attached wire transfer instructions.) (name)

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENTCustody Agreement"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Representative (as defined herein) or any of their respective counsel or counsel for the Underwriters may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEYPower of Attorney") irrevocably appointing __________ and _______________, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEYAttorney" and collectively, the "ATTORNEYSAttorneys"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERSSelling Stockholders"), and CIBC World Markets Corp. and Oppenheimer & Co. Inc.Corp., as representatives representative (the "REPRESENTATIVESRepresentative") of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERSUnderwriters"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARESShares." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Representative shall have instructed; (ii) to deliver such new certificate(s) to the RepresentativesRepresentative, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXESTransfer Taxes") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "Manner of PaymentMANNER OF PAYMENT" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDSNet Proceeds"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders Stockholder (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENTEvent"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to December 31, 2005, this agreement shall terminate (without affecting any lawful action of the Attorneys or the Custodian prior to such termination), and the Attorneys shall cause the Custodian to return to the undersigned all certificates for Shares deposited hereunder. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman SenterfittCompany counsel, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP counsel for the Underwriters and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of [names of Attorneys]. Dated: October _______ and , 2005 Very truly yours, __________. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: _________________ Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------______________________________ ______________________________ ______________________________ ______________________________ Taxpayer I.D.: _______________ Telephone: ___________________ Instruction: If you are an individual and are married, your spouse is required to complete this form:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned [guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. .] The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENTCustody Agreement"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as an Selling Stockholder Shareholders (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylawsby-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Representative (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEYPower of Attorney") irrevocably appointing __________ and _______________, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYS"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"), and CIBC World Markets Corp. and Oppenheimer & Co. Inc., as representatives (the "REPRESENTATIVES") of xxx xxxxxxx underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP and their representatives, agents and counsel. Thesx xxxxxsenxxxxons, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New York. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------appointing

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys Attorney (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ and _______________Xxxxxx Xxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneysattorney-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYS"“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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. Corp., Xxxxxx Xxxxxx Partners and Oppenheimer Xxxxxxx Xxxxx & Co. Inc.Company, as representatives (the "REPRESENTATIVES"“Representatives”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the AttorneysAttorney, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the AttorneysAttorney; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys Attorney to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the AttorneysAttorney, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the AttorneysAttorney, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys Attorney and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, prior to June 30, 2005 are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the AttorneysAttorney, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys Attorney under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of themAttorney. Any The Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement Agreement, insofar as they relate to the undersigned as a Selling Stockholder, are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, insofar as they relate to the undersigned as a Selling Stockholder, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the AttorneysAttorney, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman SenterfittCompany counsel, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP Underwriter counsel and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________Xxxxxx Xxxxxx. Dated: May , ------------------------- ---- 2005 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Taxpayer I.D.: ______________________________ Telephone: ______________________________ Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of . On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Common Stock of , registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: , 2005 (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian. Stock Certificate No. Maximum Number of Shares of Common Stock To Be Sold from Certificate TOTAL: PAYMENT AUTHORIZATION To: American Stock Transfer & Trust Company In connection with the sale by the undersigned of shares of common stock of Seracare Life Sciences, Inc. (the “Company,” which term shall include any successor to the Company) in a public offering, the undersigned hereby authorizes American Stock Transfer & Trust Company as custodian (the “Custodian”) to pay the undersigned the proceeds from such sale, less applicable deductions, in the following manner: CHECK DESIRED MANNER OF PAYMENT AND COMPLETE INFORMATION ¨ Cashier’s check. Address: ¨ Wire transfer of funds. Bank: ABA number: Bank address: Account number: Name on account: The undersigned authorizes the Custodian to deduct from the proceeds of sale of the undersigned’s common stock any costs incurred in connection with carrying out the foregoing instructions. By:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENTCustody Agreement"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylawsby-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEYPower of Attorney") irrevocably appointing __________ R. Xxxxxx Xxxxxxxx and _______________Xxxxxx X. Xxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEYAttorney," and collectively, the "ATTORNEYSAttorneys"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERSSelling Stockholders"), and CIBC World Markets Corp. Corp., Wachovia Capital Markets, LLC, XX Xxxxx & Co., LLC and Oppenheimer Xxxxx Xxxxxxx & Co. Inc.Co., as representatives (the "REPRESENTATIVESRepresentatives") of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERSUnderwriters"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARESShares." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXESTransfer Taxes") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDSNet Proceeds"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENTEvent"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, prior to [outside date, 2005] are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________[outside date, 2005], then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt[Company counsel], the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New York. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ R. Xxxxxx Xxxxxxxx and Xxxxxx X. Xxxxxx. Dated:__________. Dated: ____, ------------------------- ---- 2005 Very truly yours, By: ----------------------------------- :_________________________________________ Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------___________________________________ ___________________________________ ___________________________________ ___________________________________ Taxpayer I.D.: ____________________ Telephone: ____________________ Instruction: If you are an individual and are married, your spouse is required to complete this form:

DEPOSITED. Each of the certificates so delivered is (i) accompanied by an executed assignment form duly endorsed for transfer transfer, (ii) affixed with a signature medallion guarantee by an eligible guarantor institution, which include banks, stockbrokers, savings and loan associations and credit unions with membership in an approved medallion signature guarantee program pursuant to Rule 17Ad-15 promulgated under the Securities and Exchange Act of 1934, as amended, and (iii) is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeundersigned. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is is: (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder Shareholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documentsdocuments affixed with its corporate seal; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Representative (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance reasonably satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Xxxx X. Xxxxxxx and _______________Xxxxxxx X. Xxxxxxxxxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 an underwriting agreement Underwriting Agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Shareholders”), and CIBC World Markets Corp. and Oppenheimer Xxxxxx X. Xxxxx & Co. Inc.Incorporated, as representatives representative (the "REPRESENTATIVES"“Representative”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total maximum number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, : (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Representative shall have instructed; (ii) to deliver such new certificate(s) to the RepresentativesRepresentative, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian Custodian; and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"), of the amount received by you as payment for the Shares over (the Transfer Taxes, if any“Net Proceeds”). The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. If the certificates deposited with you contain any legend restricting the transfer of the Shares represented thereby, the new certificates representing such excess number of shares shall contain a similar legend. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders Shareholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling StockholdersShareholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________April 30, 20052006, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. Xxxxxx X. Xxxxx & Co. Incorporated. It is understood that you assume no responsibility or liability to any person or entity other than to deal with the certificate(s) certificates deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the express (and not implied) provisions of this Custody Agreement. The undersigned acknowledges that you make no representations with respect to and shall have no responsibility for, or be deemed to have any knowledge of the contents of, the Registration Statement (as defined in the Underwriting Agreement), the prospectus related thereto, any preliminary or final prospectus used in connection therewith or the Underwriting Agreement nor, except as herein expressly provided, for any aspect of the public offering of the Shares, or for the validity, value, genuineness or effectiveness of the Shares or any matter relating thereto. You shall not be liable for any error of judgment or for any action taken, suffered or omitted or for any mistake of fact or law except for your own gross negligence, willful misconduct or bad faith (each as finally determined by a court of competent jurisdiction). Notwithstanding anything in this Custody Agreement to the contrary and except for your own gross negligence, willful misconduct or bad faith (each as finally determined by a court of competent jurisdiction), in no event shall you be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including without limitation lost profits), even if you have been advised of or are aware of the likelihood of such loss or damage, and any of your liability under this Custody Agreement, will be limited to the amount of fees actually paid to you hereunder. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, liability, penalty, claim, damage, liability settlement, judgment, cost or expense incurred by you on your part and arising out of or in connection with your execution and delivery of this Custody Agreement or your acting as Custodian hereundersuch under this Custody Agreement, as well as including without limitation the cost and expense of defending against any claim of liability hereunderin the premises and/or enforcing this indemnity, which unless it is not finally determined by a court of competent jurisdiction that such loss, liability, penalty, claim, damage, settlement, judgment, cost or expense was due to your own gross negligence negligence, willful misconduct or willful misconductbad faith. The undersigned agrees that you may consult with counsel of your own choice (who may be your employee, an employee of the Company, your outside counsel or outside counsel for the Company) and you shall have full and complete authorization and protection for any action taken, suffered or omitted by you hereunder and in accordance with the opinion or advice of such counsel. You shall be entitled to your reasonable compensation and reimbursement of all out of pocket costs and expense in connection with your acting as Custodian hereunder. Notwithstanding anything in this Custody Agreement to the contrary, you may resign hereunder upon thirty days prior written notice given to the undersigned. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those made by the undersigned and contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling StockholdersShareholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfittthe Underwriters, the Underwriters Underwriters’ counsel and Skaddex, Xxps, Xxxxx, Meagher Xxxxx Xxxx & Flom LLP Xxxxxxxx and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement Agreement, and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representativesrepresentative, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ Xxxx X. Xxxxxxx and __________Xxxxxxx X. Xxxxxxxxxxxxx. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: ACCEPTED by each Attorney-in-Fact as of the date above set forth: Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxxxxxxx Print Name(s) and Address of Selling Stockholder(sShareholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeundersigned. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as an Selling Stockholder Stockholders (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Representative (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ and _______________, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. and Oppenheimer & Co. Inc.X.X. Xxxxxxxxx + Co., LLC, as representatives representative (the "REPRESENTATIVES"“Representative”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Representative shall have instructed; (ii) to deliver such new certificate(s) to the RepresentativesRepresentative, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________[ , 2005], 2007, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel Director or General Counsel of CIBC World Markets Corp. X.X. Xxxxxxxxx + Co., LLC It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP Underwriter counsel and their representativesRepresentative, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representativesRepresentative, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________[name of Attorneys for Selling Stockholders]. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Taxpayer I.D.: Telephone: Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of . On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Common Stock of , registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: , (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian. Stock Maximum Number of Shares Certificate of Common Stock To Be Sold No. from Certificate TOTAL: Instruction: Indicate how you wish to receive payment for the shares of Common Stock sold to the Underwriters. Please note that if you are selling shares of Common Stock registered in the name of a corporation or other association or a trust, payment will be made only to the corporation or other association or trust. A wire transfer can be made only to an account standing in exactly the same name as the person or entity, including the corporation or other association or trust, that is the registered owner of the Common Stock being sold. MANNER OF PAYMENT I request that payment of the net proceeds from the sale of the shares of Common Stock of the Company to be sold by me pursuant to the Underwriting Agreement be made in the following manner (CHECK ONE): o CHECK made payable to: to be sent to the following address: Phone: ( ) Please send by (check one): o First class mail o Federal Express Federal Express account number o or transfer to the following account: Account No. Bank See attached wire transfer instructions (name) (address) ABA No. Phone: ( ) o Other (please specify) CUSTODIAN’S ACKNOWLEDGMENT AND RECEIPT , as Custodian, acknowledges acceptance of the duties of the Custodian under the foregoing Custody Agreement and receipt of the certificate(s) referred therein. Dated: , [Custodian] By: Name: Title: DO NOT DETACH FROM CUSTODY AGREEMENT Exhibit C SELLING STOCKHOLDERS’ IRREVOCABLE POWER OF ATTORNEY for sale of shares of common stock, par value $0.0001 per share, of Clean Energy Fuels Corp. [name of Attorney 1] [name of Attorney 2] [Address] Ladies and Gentlemen: The undersigned stockholder and certain other holders of common stock of Clean Energy Fuels Corp. (the “Company”) (such holders and the undersigned being hereinafter sometimes collectively referred to as the “Selling Stockholders”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and X.X. Xxxxxxxxx + Co., LLC, as Representative (the “Representative”) of the several underwriters to be named in Schedule I to the Underwriting Agreement (the “Underwriters”). The Selling Stockholders propose to sell to the Underwriters pursuant to the Underwriting Agreement certain authorized and issued shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) owned by them. It is understood that at this time there is no commitment on the part of the Underwriters to purchase any shares of Common Stock and no assurance that the Underwriting Agreement will be entered into by the Company or the Underwriters. The undersigned hereby irrevocably constitutes and appoints and each with full power and authority to act alone in any matter hereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually an “Attorney” and collectively the “Attorneys”), 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 Common Stock by the undersigned including, but not limited to, the power and authority on behalf of the undersigned to take any and all of the following actions:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENTCustody Agreement"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as an Selling Stockholder Stockholders (as defined herein); (ii) a corporation, the undersigned (other than Hewlett Packard Financial Services Company) has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylawsby-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys Attorney (as defined herein), the Company or the Representatives Underwriters (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, certain of the undersigned has have executed a power of attorney (the "POWER OF ATTORNEYPower of Attorney") irrevocably appointing __________ and _______________, each Xxxxxx X. Xxxxxx with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneysattorney-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYSAttorney"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERSSelling Stockholders"), and CIBC World Markets Corp. Corp., and Oppenheimer & Co. Inc., as representatives Xxxxxx Xxxxxx Partners LLC (the "REPRESENTATIVES") of xxx xxxxxxx underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERSUnderwriters"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARESShares." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the AttorneysAttorney, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, Underwriters shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Underwriters shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXESTransfer Taxes") as you may be instructed to pay by the AttorneysAttorney; (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDSNet Proceeds"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the AttorneysAttorney, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the AttorneysAttorney, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENTEvent"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys Attorney and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the AttorneysAttorney, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys Attorney under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of themAttorney. Any The Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Underwriters under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the AttorneysAttorney, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman SenterfittBRL Law Group, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher Xxxxxxxx & Flom LLP Xxxxxxxx and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full B-3 force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________Xxxxxx X. Xxxxxx. Dated: , ------------------------- ---- 200 ---------- -- Very truly yours, By: ----------------------------------- -------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- --------------------------------------------------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- Taxpayer I.D.: -------------------------- Telephone: -----------------------------

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeundersigned. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT")Agreement. If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder Stockholders (as defined herein); (ii) a corporationcorporation or limited liability company, the undersigned has also delivered duly certified resolutions of its board of directors or managers authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Representative (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxxx and _______________Xxxxxxxx X. Xxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 pursuant to entering into and performing an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. and Oppenheimer & Co. Inc.X.X. Xxxxxxxxx + Co., LLC, as representatives representative (the "REPRESENTATIVES"“Representative”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the RepresentativesRepresentative, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Representative shall have instructed; (ii) to deliver such new certificate(s) to the RepresentativesRepresentative, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; and (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________[November 30], 20052007, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Representative under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel Director or General Counsel of CIBC World Markets Corp. X.X. Xxxxxxxxx + Co., LLC It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all lossTHE UNDERSIGNED AGREES TO INDEMNIFY YOU FOR AND TO HOLD YOU FREE FROM AND HARMLESS AGAINST ANY AND ALL LOSS, claimCLAIM, damageDAMAGE, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunderLIABILITY OR EXPENSE INCURRED BY YOU ARISING OUT OF OR IN CONNECTION WITH ACTING AS CUSTODIAN HEREUNDER, as well as the cost and expense of defending against any claim of liability hereunderAS WELL AS THE COST AND EXPENSE OF DEFENDING AGAINST ANY CLAIM OF LIABILITY HEREUNDER, which is not due to your own gross negligence or willful misconductWHICH IS NOT DUE TO YOUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP Underwriter counsel and their representativesRepresentative, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. It is understood that the undersigned Custodian shall serve entirely without compensation. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representativesrepresentative, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________[ ]. DatedDATED: , ------------------------- ---- 2007 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and affixed with a signature medallion guarantee by a national bank or member brokerage firm of a national exchange and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeundersigned. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documentsdocuments affixed with corporate seal; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives Underwriter (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Rxxxxx X. Xxxxxxxx and _______________Axxxxx Xxxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. and Oppenheimer & Co. Inc., as representatives the underwriters named therein (the "REPRESENTATIVES") of xxx xxxxxxx underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters Underwriter and set forth opposite the name of the undersigned in Schedule II I to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, Underwriter shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives Underwriter shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, Underwriter against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters Underwriter ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the UnderwritersUnderwriter. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several UnderwritersUnderwriter, the Company and the other Selling Stockholders Stockholder (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several UnderwritersUnderwriter, the Company, the Attorneys and the other Selling StockholdersStockholder, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the UnderwritersUnderwriter, then certificate(s) representing such Shares will be delivered by you to the Underwriters Underwriter on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, or the Underwriters or any one of them, Underwriter shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________[ ], 20052006, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several UnderwritersUnderwriter, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters Underwriter under the Underwriting Agreement. The Underwriters Underwriter shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives Underwriter under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. W.X. Xxxxxxxxx + Co., LLC. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of or the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling StockholdersStockholder, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters Underwriter and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP the Underwriter’s counsel and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representativesRepresentatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________[name of Attorneys for Selling Stockholders]. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Taxpayer I.D.: Telephone: Instruction: Complete each column as to certificate(s) to be deposited with the Custodian. Stock Maximum Number of Shares Certificate of Common Stock To Be Sold No. from Certificate TOTAL: Instruction: Indicate how you wish to receive payment for the shares of Common Stock sold to the Underwriter. Please note that if you are selling shares of Common Stock registered in the name of a corporation or other association or a trust, payment will be made only to the corporation or other association or trust. A wire transfer can be made only to an account standing in exactly the same name as the person or entity, including the corporation or other association or trust, that is the registered owner of the Common Stock being sold. MANNER OF PAYMENT I request that payment of the net proceeds from the sale of the shares of Common Stock of the Company to be sold by me pursuant to the Underwriting Agreement be made in the following manner (CHECK ONE): o CHECK made payable to: to be sent to the following address: Phone: ( ) Please send by (check one): o First class mail o Federal Express Federal Express account number o or transfer to the following account: Account No. Bank See attached wire transfer instructions (name)

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank an eligible guarantor institution (bank, stock broker, savings and loan association or trust company having credit union) with membership in an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeapproved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Pxxxx Xxxxxx and _______________Pxxxxxxx Xxxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. Corp., and Oppenheimer Punk, Zxxxxx & Co. Inc.Company, L.P., as representatives (the "REPRESENTATIVES"“Representatives”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or or, in the event the undersigned has not requested the specific method of payment, in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, prior to December 31, 2003 are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________December 31, 20052003, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP and their representatives, agents and counsel. Thesx xxxxxsenxxxxons, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New York. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________. Dated: , ------------------------- ---- Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Custody

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys Attorney (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ and _______________Xxxxxx Xxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneysattorney-in-fact of the undersigned (individually, an "ATTORNEY" and collectively, the "ATTORNEYS"“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 an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. Corp., Xxxxxx Xxxxxx Partners and Oppenheimer Xxxxxxx Xxxxx & Co. Inc.Company, as representatives (the "REPRESENTATIVES"“Representatives”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the AttorneysAttorney, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the AttorneysAttorney; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys Attorney to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the AttorneysAttorney, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the AttorneysAttorney, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys Attorney and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, prior to June 30, 2005 are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the AttorneysAttorney, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys Attorney under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of themAttorney. Any The Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement Agreement, insofar as they relate to the undersigned as a Selling Stockholder, are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, insofar as they relate to the undersigned as a Selling Stockholder, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the AttorneysAttorney, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman SenterfittCompany counsel, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP Underwriter counsel and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ and __________Xxxxxx Xxxxxx. Dated: May , ------------------------- ---- 2005 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Taxpayer I.D.: Telephone: Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of . On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Common Stock of , registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: , 2005 (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian.

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank or trust company having an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchange. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENTCustody Agreement"). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylawsby-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEYPower of Attorney") irrevocably appointing __________ Xxxxx XxXxxx and _______________Xxxxxxx Xxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEYAttorney" and collectively, the "ATTORNEYSAttorneys"), 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 an underwriting agreement (the "UNDERWRITING AGREEMENTUnderwriting Agreement") among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERSSelling Stockholders"), and CIBC World Markets Corp. Corp., Xxxx Xxxxx Xxxx Xxxxxx, Inc. and Oppenheimer Xxxxx, Xxxxxxxx & Co. Xxxx, Inc., as representatives (the "REPRESENTATIVESRepresentatives") of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERSUnderwriters"). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARESShares." You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXESTransfer Taxes") as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "Manner of Payment" below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDSNet Proceeds"), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENTEvent"). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________, 2005, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman SenterfittCompany counsel, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP Underwriter counsel and their representatives, agents and counsel. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. and __________Xxxxxxx X. Xxxxxxxx, Esq. Dated: , ------------------------- ---- 2004 Very truly yours, By: ----------------------------------- Name: Title: Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------Taxpayer I.D.: Telephone:

DEPOSITED. Each of the certificates so delivered is accompanied by an executed assignment form duly endorsed for transfer and is in negotiable form bearing the signature of the undersigned guaranteed by a commercial bank an eligible guarantor institution (bank, stock broker, savings and loan association or trust company having credit union) with membership in an office or a correspondent in New York City, New York or by a member firm of the New York, American or Pacific Stock Exchangeapproved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. The certificate(s) are to be held by you as Custodian for the account of the undersigned and are to be disposed of by you in accordance with this Custody Agreement (this "CUSTODY AGREEMENT"“Custody Agreement”). If the undersigned is (i) acting as trustee or in any fiduciary or representative capacity, the undersigned has also delivered duly certified copies of each trust agreement, will, letters testamentary or other instrument pursuant to which the undersigned is authorized to act on behalf of the as a Selling Stockholder (as defined herein); (ii) a corporation, the undersigned has also delivered duly certified resolutions of its board of directors authorizing it to enter into this Custody Agreement, the Underwriting Agreement (as defined herein) and the Power of Attorney (as defined herein) and duly certified copies of such corporation's bylaws’s by-laws, certificate of incorporation or other organizational documents; or (iii) a partnership, the undersigned has also delivered extracts of any applicable provisions of its partnership agreement (and applicable provisions of the organizational documents or partnership agreement(s) of the general partner(s) of such partnership) authorizing such partnership to enter into this Custody Agreement, the Underwriting Agreement and the Power of Attorney. The undersigned agrees to deliver such additional documentation as you, the Attorneys (as defined herein), the Company or the Representatives (as defined herein) or any of their respective counsel may reasonably request to effectuate or confirm compliance with any of the provisions hereof or of the Power of Attorney or the Underwriting Agreement, all of the foregoing to be in form and substance satisfactory in all respects to the party requesting such documentation. Concurrently with the execution and delivery of this Custody Agreement, the undersigned has executed a power of attorney (the "POWER OF ATTORNEY"“Power of Attorney”) irrevocably appointing __________ Xxxxx Xxxxxx and _______________Xxxxxxx Xxxxxxx, each with full power and authority to act alone in any matter thereunder and with full power of substitution, as the true and lawful attorneys-in-fact of the undersigned (individually, an "ATTORNEY" “Attorney” and collectively, the "ATTORNEYS"“Attorneys”), 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 to, entering into and performing an underwriting agreement (the "UNDERWRITING AGREEMENT"“Underwriting Agreement”) among the Company, certain stockholders of the Company including the undersigned (collectively, the "SELLING STOCKHOLDERS"“Selling Stockholders”), and CIBC World Markets Corp. Corp., and Oppenheimer Punk, Xxxxxx & Co. Inc.Company, L.P., as representatives (the "REPRESENTATIVES"“Representatives”) of xxx xxxxxxx the several underwriters to be named in Schedule I to the Underwriting Agreement (the "UNDERWRITERS"“Underwriters”). The total number of shares of Common Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) to be sold by the undersigned to the Underwriters and set forth opposite the name of the undersigned in Schedule II to the Underwriting Agreement is hereinafter referred to as the "SHARES“Shares." ” You are authorized and directed to hold the certificate(s) deposited with you hereunder in your custody and, subject to the instructions of the Attorneys, (i) to take all necessary action to cause the Shares to be transferred on the books of the Company into such names as the Representatives, on behalf of the several Underwriters, shall have instructed, including surrendering the certificate(s) representing the Shares to the transfer agent for the Common Stock for cancellation, in exchange for new certificate(s) for shares of Common Stock registered in such names and in such denominations as the Representatives shall have instructed; (ii) to deliver such new certificate(s) to the Representatives, for the accounts of the several Underwriters, against payment for such Shares at the purchase price per Share specified in the Underwriting Agreement and to give receipt for such payment; (iii) to deposit the same to your account as Custodian and draw upon such account to pay such transfer taxes, if any, payable in connection with the transfer of the Shares to the Underwriters ("TRANSFER TAXES"“Transfer Taxes”) as you may be instructed to pay by the Attorneys; (iv) to transmit to the undersigned in the manner set forth under "“Manner of Payment" ” below, within 24 hours of receiving instructions from the Attorneys to do so, the excess, if any (the "NET PROCEEDS"“Net Proceeds”), of the amount received by you as payment for the Shares over the Transfer Taxes, if any. The amount of such Net Proceeds is to be paid in the manner requested by the undersigned at the end of this Custody Agreement or or, in the event the undersigned has not requested a specific method of payment, in such manner as you, in accordance with the terms hereof, shall deem appropriate. Upon receipt of instructions from the Attorneys, you shall also return to the undersigned undersigned, new certificate(s) representing the excess, if any, of the number of shares of Common Stock represented by the certificate(s) deposited with you hereunder over the number of Shares sold by the undersigned to the Underwriters. Under the terms of the Power of Attorney, the authority conferred thereby is granted and conferred subject to and in consideration of the interests of the Attorneys, the several Underwriters, the Company and the other Selling Stockholders (as defined in the Underwriting Agreement) and is irrevocable and not subject to withdrawal or termination by any act of the undersigned or by operation of law, whether by the death or incapacity of the undersigned (or either or any of the undersigned) or by the occurrence of any other event or events (including, without limitation, the termination of any trust or estate for which the undersigned is acting as fiduciary or fiduciaries, the death or incapacity of one or more trustees, guardians, executors or administrators under such trust or estate or the merger, consolidation, dissolution or liquidation of any corporation or partnership) (any of the foregoing being hereinafter referred to as an "EVENT"“Event”). Accordingly, the certificate(s) deposited with you hereunder and this Custody Agreement and your authority hereunder are subject to and in consideration of the interests of the several Underwriters, the Company, the Attorneys and the other Selling Stockholders, and this Custody Agreement and your authority hereunder hereunder, prior to December 31, 2003 are irrevocable and are not subject to withdrawal or termination by the occurrence of any Event. If an Event shall occur after the execution hereof but before the delivery of the Shares to the Underwriters, then certificate(s) representing such Shares will be delivered by you to the Underwriters on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and this Custody Agreement and any actions taken by you pursuant to this Custody Agreement shall be as valid as if such Event had not occurred, regardless of whether or not you, the Attorneys, the Underwriters or any one of them, shall have received notice of such Event. Notwithstanding any of the foregoing provisions, if the Underwriting Agreement shall not have been executed and delivered prior to ___________December 31, 20052003, then, upon the written request of the undersigned to you (accompanied by written notice of termination of the Power of Attorney addressed to each of the Attorneys) on or after that date, you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith. Until payment of the purchase price for the Shares has been made to you by or for the account of the several Underwriters, the undersigned shall remain the owner of all shares of Common Stock represented by the certificate(s) deposited with you hereunder and shall have the right to vote such shares and all other securities, if any, represented by such certificate(s) and to receive all dividends and distributions thereon, except the right to retain custody and dispose of such shares, which is subject to the rights of the Custodian under this Custody Agreement, the Attorneys under the Power of Attorney and the Underwriters under the Underwriting Agreement. The Underwriters shall not acquire the power or the right to direct the investment of the Shares by virtue of this Custody Agreement until the consideration therefor is paid pursuant to the Underwriting Agreement. You shall be entitled to act and rely upon any statement, request, notice or instruction respecting this Custody Agreement given to you by the Attorneys, or any one of them. Any Attorney has the authority to instruct you on irregularities or discrepancies in the certificates representing shares of Common Stock and any accompanying documents. In taking any action requested or directed by the Representatives under the terms of this Custody Agreement, you will be entitled to rely upon a writing signed by a Vice President, Senior Vice President, Managing Director, Counsel, Assistant General Counsel or General Counsel of CIBC World Markets Corp. It is understood that you assume no responsibility or liability to any person other than to deal with the certificate(s) deposited with you hereunder and the proceeds from the sale of all or a portion of the securities represented thereby in accordance with the provisions of this Custody Agreement. The undersigned agrees to indemnify you for and to hold you free from and harmless against any and all loss, claim, damage, liability or expense incurred by you arising out of or in connection with acting as Custodian hereunder, as well as the cost and expense of defending against any claim of liability hereunder, which is not due to your own gross negligence or willful misconduct. The Except as set forth on Schedule I attached hereto, the representations and warranties of the undersigned set forth in the Underwriting Agreement are hereby incorporated by reference herein and the undersigned represents and warrants that such representations and warranties are true and correct on the date hereof as if made on the date hereof. The representations, warranties and agreements contained herein, as well as those contained in the Underwriting Agreement, are made for the benefit of, and may be relied upon by, you, by you and the other Selling Stockholders, the Attorneys, the Company, Berman, Rennert, Vogel & Mandler, P.A., Akerman Senterfitt, the Underwriters and Skaddex, Xxps, Xxxxx, Meagher & Flom LLP and their representatives, agents and counselUnderwriters. Thesx xxxxxsenxxxxonsThese representations, warranties and agreements shall remain operative and in full force and effect, and shall survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the persons listed in the preceding sentence, (ii) acceptance of the Shares and payment for them under the Underwriting Agreement and (iii) termination of this Custody Agreement. Notwithstanding any of the foregoing, if the undersigned (a) has not received approval from the United States Bankruptcy Court for the Southern District of New York to enter into the transactions contemplated by the Underwriting Agreement on or before 5:00 p.m. New York time on November 18, 2003, or (b) has not entered into the Underwriting Agreement when executed by the other Selling Stockholders, then (i) the Company and the Underwriters are authorized to proceed with the transactions contemplated by the Underwriting Agreement without the participation of the undersigned as a Selling Stockholder, (ii) the undersigned waives any and all rights it may have under the Registration Rights Agreement dated as of July 25, 1996 by and among the undersigned, the Company and RF Investors, L.L.C., solely in connection with the transactions contemplated by the Underwriting Agreement, (iii) this Custody Agreement and the attached Power of Attorney shall terminate and be of no force or effect and (iv) you are to return to the undersigned, all certificate(s), together with any stock powers, delivered herewith; provided, however, that the Lock-Up Agreement, executed by the undersigned simultaneously with this Custody Agreement and attached hereto as Exhibit A, shall remain in full force and effect. This Custody Agreement shall be binding upon the undersigned and the heirs, legal representatives, distributees, successors and assigns of the undersigned. This Custody Agreement may be signed in counterparts which together shall constitute one and the same agreement. This Custody Agreement shall be governed by the laws of the State of New YorkYork without regard to the conflicts of laws principles thereof. Please acknowledge your acceptance hereof as Custodian, and receipt of the certificate(s) deposited with you hereunder, by executing and returning the enclosed copy hereof to the undersigned in care of _______ Xxxxx Xxxxxx and __________Xxxxxxx Xxxxxxx. Dated: November 7, ------------------------- ---- 2003 Very truly yours, By: ----------------------------------- /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President and Treasurer Signature Medallion Guaranteed by: (Note: The signature must be guaranteed by an eligible guarantor institution (bank, stock broker, savings and loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15) Print Name(s) and Address of Selling Stockholder(s) and Name and Title of any Person Signing as Agent or Fiduciary: ---------------------------------------- ---------------------------------------- ---------------------------------------- ----------------------------------------MCI WORLDCOM Network Services, Inc. 00000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx X. Xxxxxx As its Vice President and Treasurer Taxpayer I.D.: 00-0000000 Telephone: (000) 000-0000 Instruction: If you are an individual and are married, your spouse is required to complete this form: I am the spouse of . On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the foregoing Custody Agreement and agree to the sale of the shares of Class A Common Stock of LCC International, Inc. registered in the name of my spouse or otherwise registered, which my spouse proposes to sell pursuant to the Underwriting Agreement (as defined therein). Dated: , 2003 (Signature of Spouse) Instruction: Complete each column as to certificate(s) to be deposited with the Custodian. Stock Certificate No. Maximum Number of Shares of Class A Common Stock To Be Sold from Certificate LCCA 0651 1,420,550 TOTAL: 2,841,099 Instruction: Indicate how you wish to receive payment for the shares of Class A Common Stock sold to the Underwriters. Please note that if you are selling shares of Class A Common Stock registered in the name of a corporation or other association or a trust, payment will be made only to the corporation or other association or trust. A wire transfer can be made only to an account standing in exactly the same name as the person or entity, including the corporation or other association or trust, that is the registered owner of the Class A Common Stock being sold. MANNER OF PAYMENT I request that payment of the net proceeds from the sale of the shares of Class A Common Stock of the Company to be sold by me pursuant to the Underwriting Agreement be made in the following manner (CHECK ONE): ¨ CHECK made payable to: to be sent to the following address: Phone: ( ) Please send by (check one): ¨ First class mail ¨ Federal Express Federal Express account number ¨ or transfer to the following account: Account No. Bank XX See attached wire transfer instructions (name) (address) ABA No. Phone: ( ) ¨ Other (please specify) CUSTODIAN’S ACKNOWLEDGMENT AND RECEIPT American Stock Transfer & Trust Company, as Custodian, acknowledges acceptance of the duties of the Custodian under the foregoing Custody Agreement and receipt of the certificate(s) referred therein. Dated: , 2003 AMERICAN STOCK TRANSFER & TRUST COMPANY By: Name: Title: DO NOT DETACH FROM CUSTODY AGREEMENT Schedule I Exceptions to the representations and warranties of MCI WORLDCOM Network Services, Inc. in this Custody Agreement As of the date of execution, delivery and performance of this Custody Agreement by MCI WORLDCOM Network Services, Inc. (the “Selling Stockholder”):