Unassociated Document


    
      Exhibit
10.2

       

      CUSTODY
AGREEMENT

       

      THIS CUSTODY AGREEMENT (as the same may
be amended or modified from time to time pursuant hereto, this “Agreement”) is
made and entered into as of September 14, 2010, by and among Westbury (Bermuda)
Ltd., a Bermuda exempted company, and Westbury Trust, a Bermuda trust
(collectively, “Seller”), Michael G. DeGroote (“DeGroote”), CBIZ, Inc., a
Delaware corporation (“Company”), and JPMorgan Chase Bank, N.A. (the
“Custodian”).

      


      WHEREAS, Company, Seller and
DeGroote are desirous of appointing the Custodian as its agent to hold 7,716,669
shares of common stock of the Company (the “Shares”) subject to the terms and
conditions set forth herein.

      


      NOW THEREFORE, in
consideration of the foregoing and of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

      


      1.           Appointment.  Company,
Seller and DeGroote hereby appoint the Custodian as the custodian for the
purposes set forth herein, and the Custodian hereby accepts such appointment
under the terms and conditions set forth herein.

      


      2.           Custody
Account.  The Custodian will establish and maintain one or more
custody accounts as required (the "Accounts") in the name of Seller for the
purpose of holding the Shares that shall be deposited with the
Custodian.

      


      3.           Disposition and
Termination.  The Custodian shall release all or a portion of
the Shares deposited in the Accounts to Company upon, and pursuant to, the joint
written instructions of Company, Seller and DeGroote in the form of Annex A
hereto and in accordance with the security procedures set forth in Section 12
below. This Agreement shall terminate at the earlier of (a) the mutual agreement
of Seller, DeGroote and Company, (b) September 30, 2013, (c) upon receipt of a
written notice from Seller, DeGroote and Company stating that the Underlying
Agreement (as defined below) has been terminated by its terms, and (d) the date
on which the final release of all of the Shares has been made hereunder in
accordance with the terms hereof. Any Shares remaining in the Accounts upon
termination of this Agreement shall be returned by the Custodian to Seller
(together with all instruments of assignment executed in connection with such
remaining Shares) or to whoever may be lawfully entitled to receive the same or
as a court of competent jurisdiction shall direct.

      


      4.           Use of Depositories; Nominee
Name.

      


      (a)  The Custodian may
deposit the Shares with, and hold securities in, any securities depository,
settlement system, dematerialized book entry system or similar system (together
a "Securities Depository") on such terms as such systems customarily operate and
Company, Seller and DeGroote will provide the Custodian with such documentation
or acknowledgements that the Custodian may require to hold the Shares in such
systems.  The Custodian is not responsible for the selection or
monitoring of any Securities Depository and will have no responsibility for any
act or omission by (or the insolvency of) any Securities
Depository.  In the event Company, Seller or DeGroote incur a loss due
to the negligence, willful misconduct, or insolvency of a Securities Depository,
the Custodian will make reasonable endeavors, to seek recovery from the
Securities Depository, but Custodian will not be obligated to institute legal
proceedings, file proofs of claim in any insolvency proceeding, or take any
similar action.  The Securities Depository must be acceptable and
approved by the Custodian, as an operating system compatible with the
Custodian’s bank systems.

       

      
        	
                 
      

              	
                (b)

              	
                The Custodian will identify in its books that
      the Shares credited
      to the Accounts belong to Seller (except as otherwise may be agreed by all
      parties hereto).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The Custodian is
    authorized:

              


      

       

      
        (i)           
to hold securities in or deposit
securities with any Securities Depository or settlement system,
acceptable to the
Custodian; and

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (ii)           to register in the name of Seller, the
Custodian, a Securities Depository, or their respective nominees, such
securities as are customarily held in registered form.

      


      5.           Entitlements.  With
respect to all Shares held in the Accounts, the Custodian by itself, or through
the use of the book entry system or the appropriate Securities Depository,
shall, unless otherwise instructed in writing to the contrary by Company, Seller
and DeGroote:  (a) collect all income and other payments reflecting
dividends and other distributions on the Shares in the Accounts and disburse
such amounts to Seller; (b) forward to Seller copies of all information or
documents that it may receive from the Company which, in the opinion of the
Custodian, are intended for the beneficial owner of the Shares including,
without limitation, all proxies and other authorizations properly executed and
all proxy statements, notices and reports; and (c) hold directly, or through the
book entry system or Securities Depository, all rights issued with respect to
the Shares held by the Custodian hereunder.

      


      6.           Custodian.  (a)  The Custodian shall have
only those duties as are specifically and expressly provided herein, which shall
be deemed purely ministerial in nature, and no other duties shall be
implied.  The Custodian shall neither be responsible for, nor
chargeable with, knowledge of, nor have any requirements to comply with, the
terms and conditions of any other agreement, instrument or document between
Company, Seller, DeGroote and any other party, in connection herewith, if any,
including without limitation that certain Stock and Option Purchase
Agreement among
Company, Seller and DeGroote (the “Underlying Agreement”), nor shall the
Custodian be required to determine if any person or entity has complied with any
Underlying Agreement, nor shall any additional obligations of the Custodian be
inferred from the terms of any Underlying Agreement, even though reference
thereto may be made in this Agreement.  In the event of any conflict
between the terms and provisions of this Agreement, those of the
Underlying Agreement, any schedule or exhibit attached to this
Agreement, or any other agreement
with Company, Seller and DeGroote, the terms and conditions of this Agreement
shall control. The Custodian may rely upon and shall
not be liable for acting or refraining from acting upon any written notice,
document, instruction or request furnished to it hereunder and believed by it to
be genuine and to have been signed or presented by Company, Seller and DeGroote
without inquiry and without requiring substantiating evidence of any
kind.  The Custodian shall not be liable to Company, Seller, DeGroote,
any beneficiary or other person for refraining from acting upon any instruction
setting forth the release of Shares in the Accounts, unless such instruction
shall have been delivered to the Custodian in accordance with Section 12 below
and the Custodian has been able to satisfy any applicable security procedures as
may be required thereunder. The Custodian shall be under no duty to inquire into
or investigate the validity, accuracy or content of any such document, notice,
instruction or request.  The Custodian shall have no duty to solicit
any payments which may be due to it or the Accounts nor shall the Custodian
have any duty or obligation to
confirm or verify the accuracy or correctness of any amounts deposited with it
hereunder.

      


      (b)  The Custodian shall not
be liable for any action taken, suffered or omitted to be taken by it except to
the extent that a final adjudication of a court of competent jurisdiction
determines that the Custodian's gross negligence or willful misconduct was the
primary cause of any loss to Company, Seller or DeGroote.  The Custodian may execute
any of its powers and perform any of its duties hereunder directly or through
affiliates or agents.  The Custodian may consult with counsel,
accountants and other skilled persons to be selected and retained by
it.  The Custodian shall not be
liable for any action taken, suffered or omitted to be taken by it in accordance
with, or in reliance upon, the advice or opinion of any such counsel,
accountants or other skilled persons.  In the event that the Custodian
shall be uncertain or believe there is some ambiguity as to its duties or rights
hereunder or shall receive instructions, claims or demands from any party hereto
which, in its opinion, conflict with any of the provisions of this Agreement, it
shall be entitled to refrain from taking any action and its sole obligation
shall be to keep safely all property held in escrow until it shall be given a
joint direction in writing by Company, Seller and DeGroote which eliminates such ambiguity or
uncertainty to the satisfaction of Custodian or by a final and non-appealable
order or judgment of a court of competent jurisdiction.  Company,
Seller and DeGroote agree to pursue any redress or recourse in connection with
any dispute without making the Custodian a party to the
same.  Anything in this Agreement to the contrary notwithstanding, in
no event shall the Custodian be liable for special, incidental, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Custodian has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      7.           Succession.   The Custodian may
resign and be discharged from its duties or obligations hereunder by giving
thirty (30) days advance
notice in writing of such resignation to Company, Seller and DeGroote specifying
a date when such resignation shall take effect.  Company, Seller and
DeGroote shall have the right at any time by written agreement to remove the
Custodian and appoint a successor by giving the Custodian thirty (30)
days advance notice in writing of
such replacement and instructions to deliver the Shares to such successor
custodian.  The Custodian shall have the right to withhold an amount
equal to any amount due and owing to the Custodian, plus any costs and expenses
the Custodian shall reasonably believe may be incurred by the Custodian in
connection with the termination of this Agreement.  Any entity into
which the Custodian may be merged or converted or with which it may be
consolidated, or any entity to which all or substantially all the escrow
business may be transferred, shall be the Custodian under this Agreement without
further act.  Custodian’s sole responsibility after such thirty-day
notice period expires shall be to hold the Shares in the Accounts (without any
obligation to reinvest the same) and to deliver the same to a designated
substitute custodian, if any, or in accordance with the directions of a final
order or judgment of a court of competent jurisdiction, at which time of
delivery Custodian’s obligations hereunder shall cease and terminate,
subject to the provisions of Section 9(b).

       

      8.           Compensation
and Reimbursement.  Company agrees (a) to pay
the Custodian upon execution of this Agreement and from time to time thereafter
reasonable compensation for the services to be rendered hereunder, along with
any fees or charges for accounts, including those levied by any governmental
authority which the Custodian may impose, charge or pass-through, which unless
otherwise agreed in writing shall be as described in Schedule 2 attached hereto,
and (b) to pay or reimburse the Custodian upon request for all reasonable
out-of-pocket expenses, disbursements and advances, including, without
limitation reasonable attorney's
fees and expenses, incurred or made by it in connection with the performance of
this Agreement.  The obligations contained in this Section 8 shall
survive the termination of this Agreement and the resignation, replacement or
removal of the Custodian.

      


      9.           Indemnity.  (a) Seller, DeGroote, and
Company shall jointly and severally  indemnify, defend and save
harmless the Custodian and its affiliates and their respective successors,
assigns, directors, agents and employees (the “Indemnitees”) from and against
any and all losses, damages, claims, liabilities, penalties, judgments,
settlements, litigation, investigations, costs or expenses (including, without
limitation, the reasonable fees and expenses of outside counsel and experts and
their staffs and all expense of document location, duplication and shipment)
(collectively “Losses”) arising out of or in connection with (i) the Custodian's
execution and performance of this Agreement, tax reporting or withholding, the
enforcement of any rights or remedies under or in connection with this
Agreement, or as may arise by reason of any act, omission or error of the
Indemnitee, except in the case of any Indemnitee to the extent that such Losses
are finally adjudicated by a court of competent jurisdiction to have been
primarily caused by the gross negligence or willful misconduct of such
Indemnitee, or (ii) its following any joint instructions or other directions
from the Company, Seller and DeGroote, except to the extent that its following
any such instruction or direction is expressly forbidden by the terms
hereof.  The indemnity obligations set forth in this Section 9(a)
shall survive the resignation, replacement or removal of the Custodian or the
termination of this Agreement.

      


      (b)           Seller hereby grants the Custodian a
lien on, right of set-off against and security interest in, the Accounts for the
payment of any claim for indemnification, fees, expenses and amounts due to the
Custodian or an Indemnitee. In furtherance of the foregoing, the
Custodian is expressly authorized and directed, but shall not be obligated, to
charge against, liquidate sufficient assets and withdraw the proceeds of such
from the Accounts for its own account or for the account of an Indemnitee any
amounts due to the Custodian or to an Indemnitee under either Sections 7, 8 or
9(a).

      


      10.           Account Opening Information/Taxpayer
Identification Number/Tax Reporting.

      


      (a) Patriot Act
Disclosure.  Section 326 of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Custodian to implement
reasonable procedures to verify the identity of any person that opens a new
account with it.  Accordingly, the Parties acknowledge that Section
326 of the USA PATRIOT Act and the Custodian’s identity verification procedures
require the Custodian to obtain information which may be used to confirm
Seller’s and DeGroote’s identity including without limitation name, address and
organizational documents (“identifying information”). Seller and DeGroote agree to provide
the Custodian with and consents to the Custodian obtaining from third parties
any such identifying information required as a condition of opening an account
with or using any service provided by the Custodian.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) Certification
and Tax Reporting.  Seller, DeGroote and Company
have  provided the Custodian with thier fully executed Internal
Revenue Service (“IRS”) Forms W-8, or W-9 and/or other required
documentation.  All interest or other income earned under this
Agreement shall be allocated Seller and reported, as and to the extent required
by law, by the Custodian to the IRS, or any other taxing authority, on IRS Form
1099 or 1042S (or other appropriate form) as income earned from the Accounts by
Seller whether or not said income has been distributed during such
year.  Custodian shall withhold any taxes in the absence of proper tax
documentation, or as required by law, and shall remit such taxes to the
appropriate authorities.

      


      11.           Notices. All communications hereunder shall be
in writing and except for the joint instructions from Company, Seller and DeGroote setting
forth the release of Shares (which shall be specifically governed by Section 12
below), shall be deemed to be duly given after it has been received and the
receiving party has had a reasonable time to act upon such communication if it is sent or
served:

      


      (a) by facsimile;

      (b) by overnight courier;
or

      (c) by prepaid registered mail, return
receipt requested;

      


      to the appropriate notice address set
forth below or at such other address as any party hereto may have furnished
to the other parties in
writing by registered mail, return receipt requested.

       

      
        
          	
                  If to
    Company

                	
                  6050
      Oak Tree Blvd., South, Suite 500

                


        

        Cleveland,
OH 44131

        Attention:  Michael W.
Gleespen

        Tel No.:
(216) 447-9000

        Fax No.:
(216) 447-9007

        


        
          	
                  If to Seller or DeGroote

                	
                  Victoria
    Hall

                


        

        11 Victoria Street

        Hamilton, HMEX
Bermuda

        Attention:  James
Watt

        Tel
No.:  (441) 292 9480

        Fax
No.:  (441) 292 9485

        


        with a
copy (which shall not constitute notice) to:

        Dickstein
Shapiro LLP

        1633
Broadway

        New York,
NY 10019

        Tel
No.:  (212) 277-6525

        Fax
No.:  (212) 277-6501

        


        


        
          	
                  If
      to the Custodian

                	
                  JPMorgan
      Chase Bank, N.A.

                


        

        Escrow
Services

        4 New
York Plaza, 21st
Floor

        New York,
N.Y. 10004

        Attention:  Florence
Hanley or Sal Lunetta

        Fax No.:
212.623.6168

      

       

      Notwithstanding the above, in the case of communications
delivered to the Custodian, such communications shall be deemed to have been
given on the date received by an officer of the Custodian or any employee of the
Custodian who reports directly to any such officer at the above-referenced office.  In the
event that the Custodian, in its sole discretion, shall determine that an
emergency exists, the Custodian may use such other means of communication as the
Custodian deems appropriate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.           Security
Procedures.  Notwithstanding anything to the contrary as set forth in
Section 11, the joint instructions in the form of Annex A hereto setting forth
the release of Shares, may be given to the Custodian only by confirmed facsimile
and no instruction for or related to the release of Shares in the Accounts, shall be deemed
delivered and effective unless the Custodian actually shall have received such
instruction by facsimile at the number provided to the Company, Seller and
DeGroote by the Custodian in accordance with Section 11 and as further evidenced by a confirmed
transmittal to that number.

      


      (a) The Custodian is authorized to seek
confirmation of the joint instructions by telephone call-back to the person or
persons designated on Schedule 1 hereto, and the Custodian may rely upon the
confirmation of anyone
purporting to be the person or persons so designated.  The persons and
telephone numbers for call-backs may be changed only in a writing actually
received and acknowledged by the Custodian. If the Custodian is unable to
contact any of the authorized representatives
identified in Schedule 1, the Custodian is hereby authorized both to receive
written instructions from and seek confirmation of such instructions by
telephone call-back to any one or more, as the case may be, of each of
the Company’s and Seller’s executive officers ("Executive
Officers"), which shall include the titles of President, Chief Financial Officer
or Treasurer in the case of the Company and President in the case of Seller as
the Custodian may select. Such Executive Officer shall deliver to the Custodian a
fully executed incumbency certificate, and the Custodian may rely upon the
confirmation of anyone purporting to be any such officer.

      


      (b)  Company, Seller and
DeGroote acknowledge that the security procedures set forth in this Section 12 are commercially
reasonable.

      


      13.           Compliance with Court
Orders.  In the
event that any of the Shares deposited hereunder shall be attached, garnished or
levied upon by any court order, or the delivery thereof shall be stayed or
enjoined by an order of a
court, or any order, judgment or decree shall be made or entered by any court
order affecting the Shares deposited under this Agreement, (a) the Custodian
shall provide a copy or written notice of the same to each of Company, Seller,
and DeGroote as soon as practicable and
at most within five (5) Business Days of the Custodian’s receipt of the same, and (b) the
Custodian is hereby expressly authorized, in its sole discretion, to obey and
comply with all writs, orders or decrees so entered or issued, which it is advised by
legal counsel of its own choosing is binding upon it, whether with or without
jurisdiction, and in the event that the Custodian obeys or complies with any
such writ, order or decree it shall not be liable to Company, Seller, DeGroote or to any other person,
entity, firm or corporation, by reason of such compliance notwithstanding such
writ, order or decree be subsequently reversed, modified, annulled, set aside or
vacated.  "Business Day" shall mean any day
other than a Saturday,
Sunday or any other day on which the Custodian located at the notice address set
forth above is authorized or required by law or executive order to remain
closed.

      


      14.           Miscellaneous.  Except for changes to the joint
instructions as provided in Section 12, the provisions of this Agreement may be
waived, altered, amended or supplemented, in whole or in part, only by a writing
signed by all parties to this Agreement.  Neither this Agreement nor
any right or interest hereunder may be assigned in whole or in part by any party to this
Agreement, except as provided in Section 7, without the prior consent of all
parties hereto.  This Agreement shall be governed by and construed
under the laws of the State of New York.  Each party irrevocably
waives any objection on the grounds of venue, forum
non-conveniens or any similar grounds and irrevocably consents to service of
process by mail or in any other manner permitted by applicable law and consents
to the jurisdiction of the courts located in the State of New York. To the extent that in any
jurisdiction Company, Seller or DeGroote may now or hereafter be entitled to
claim for itself or its assets, immunity from suit, execution attachment (before
or after judgment), or other legal process, Company, Seller and DeGroote shall not claim, and each hereby
irrevocably waives, such immunity. Each party further hereby waives any right to
a trial by jury with respect to any lawsuit or judicial proceeding arising or
relating to this Agreement.  No party to this Agreement is liable to any other party for losses
due to, or if it is unable to perform its obligations under the terms of this
Agreement because of, acts of God, fire, war, terrorism, floods, strikes,
electrical outages, equipment or transmission failure, or other causes reasonably beyond its
control.  This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. All signatures of the parties to this
Agreement may be transmitted by facsimile or
email, and such facsimile or email will, for all purposes, be deemed to be the
original signature of such party whose signature it reproduces, and will be
binding upon such party. If any provision of this
Agreement is determined to
be prohibited or unenforceable by reason of any applicable law of a
jurisdiction, then such provision shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions thereof, and any such
prohibition or unenforceability in such jurisdiction shall not invalidate or
render unenforceable such provisions in any other
jurisdiction.  Where, however, the conflicting provisions of any such
applicable law may be waived, they are hereby irrevocably waived
by the parties hereto to the fullest extent permitted by law, to the end that
this Agreement shall be enforced as written.  Except as expressly
provided in Section 9 above, nothing in this Agreement, whether express
or implied, shall be construed to give to
any person or entity other than the parties hereto any legal or equitable right,
remedy, interest or claim under or in respect of this Agreement or any Shares in
the Accounts hereunder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      IN WITNESS
WHEREOF, the parties hereto have executed this
Agreement as of the date set forth above.

      


       

      
        
          	
                  CBIZ, INC.

                	 	 	 	 
	 	 	 	 	 
	Signature:	
                   

                	 	 	
                	 
	 	 	 	 	 	 
	Printed Name:	
                   

                	 	 	
                	 


        


         

        
          
            	
                    
                      WESTBURY (BERMUDA)
LTD.

                    

                  	 	 	 	 
	 	 	 	 	 
	Signature:	
                     

                  	 	 	
                  	 
	 	 	 	 	 	 
	Printed Name:	
                     

                  	 	 	
                  	 


          


           

          
            	
                    
                      
                        WESTBURY
      TRUST

                      

                    

                  	 	 	 	 
	 	 	 	 	 
	Signature:	
                     

                  	 	 	
                  	 
	 	 	 	 	 	 
	Printed Name:	
                     

                  	 	 	
                  	 


          

        

         

        
           

          
            
              	
                      
                        
                          
                            MICHAEL G.
      DEGROOTE

                          

                        

                      

                    	 	 	 	 
	 	 	 	 	 
	Signature:	
                       

                    	 	 	
                    	 
	 	 	 	 	 	 
	Printed Name:	
                       

                    	 	 	
                    	 


            

          

          


           

          
            
              	
                      
                        
                          
                            JPMORGAN CHASE BANK,
      N.A.

                          

                        

                      

                    	 	 	 	 
	
                      as
Custodian

                    	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      By:
      

                    	
                       

                    	 	 	
                    	 
	 	 	 	 	 	 
	Its:	
                      
                        Vice
      President

                      

                    	 	 	
                    	 


            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule 1

       

      
        Telephone Number(s) and authorized
signature(s) for 

          Person(s)
Designated to give Share Release
Instructions

        

      

       

      
      

      


      
      

      If from
Company:

    

     

    
      
        	 
      	
                Name

              	 	
                Telephone
      Number

              	 	
                Signature

              	 
	 
      	 
      	 	 
      	 	 
      	 
	
                1.

              	
                Jerome P.
      Grisko

              	 	
                (216)
    447-9000

              	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                2.

              	
                Ware H.
    Grove

              	 	
                (216)
    447-9000

              	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                3.

              	
                Kelly J.
    Marek

              	 	
                (216)
    447-9000

              	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                If from
    Seller:

              	 	 
      	 	 
      	 
	 
      	 
      	 	 
      	 	 
      	 
	 
      	
                Name

              	 	
                Telephone
      Number

              	 	
                Signature

              	 
	 
      	 
      	 	 
      	 	 
      	 
	
                1.

              	
                James A.
    Loatt

              	 	
                (441) 292-9480

              	 	  
      	 


      

    

    
      
 

      
 

      


       

      Telephone Number(s) for Call-Backs
and

      Person(s)
Designated to Confirm Share Release Instructions

       

    

    
      
        If from Company:

         

      

      
        
          	 
      	
                  Name

                	 	
                  Telephone
      Number

                	 	
                	 
	 
      	 
      	 	 
      	 	 
      	 
	
                  1.

                	
                  Jerome P.
      Grisko

                	 	
                  (216)
    447-9000

                	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                  2.

                	
                  Ware H.
    Grove

                	 	
                  (216)
    447-9000

                	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                  3.

                	
                  Kelly J.
    Marek

                	 	
                  (216)
    447-9000

                	 	  
      	 
	 
      	 
      	 	 
      	 	 
      	 
	
                  If from
    Seller:

                	 	 
      	 	 
      	 
	 
      	 
      	 	 
      	 	 
      	 
	 
      	
                  Name

                	 	
                  Telephone
      Number

                	 	
                	 
	 
      	 
      	 	 
      	 	 
      	 
	
                  1.

                	
                  
                    James A.
      Watt

                  

                	 	
                  (441) 292-9480

                	 	  
      	 


        

      

      
         

      

    

    
      All Share release instructions must
include the signature of
the person(s) authorizing said Share release.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
      

      
        Schedule 21



      

      


      Based
upon our current understanding of your proposed transaction, our fee proposal is
as follows:

      
        	
                Account Acceptance Fee
      .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      . .

              	
                $WAIVED

              


      

      
      

      Encompassing
review, negotiation and execution of governing documentation, opening of the
account, and completion of all due diligence documentation.  Payable
upon closing.

      


      
        	
                Annual Administration
      Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
      .

              	
                $2,500

              


      

      The
Administration Fee covers our usual and customary ministerial duties, including
record keeping, distributions, document compliance and such other duties and
responsibilities expressly set forth in the governing documents for each
transaction.  Payable upon closing and annually in advance thereafter,
without pro-ration for partial years.

      


      Extraordinary
Services and Out-of Pocket Expenses

      Any
additional services beyond our standard services as specified above, and all
reasonable out-of-pocket expenses including attorney’s or accountant’s fees and
expenses will be considered extraordinary services for which related costs,
transaction charges, and additional fees will be billed at the Bank's then
standard rate.  Disbursements, receipts, investments or tax reporting
exceeding 25 items per year may be treated as extraordinary services thereby
incurring additional charges. The Escrow
Agent may impose, charge, pass-through and modify fees and/or charges for any
account established and services provided by the Escrow Agent, including but not
limited to, transaction, maintenance, balance-deficiency, and service fees and
other charges, including those levied by any governmental
authority.

       

       

      Disclosure
& Assumptions

       

      
        	
                ·  

              	
                Please note that the fees quoted
      are based on a review of the transaction documents provided and an
      internal due diligence review. JPMorgan reserves the right to revise,
      modify, change and supplement the fees quoted herein if the assumptions
      underlying the activity in the account, level of balances, market
      volatility or conditions or other factors change from those used to set
      our fees.

              


      

      


      The escrow deposit shall be continuously
invested in a JPMorgan Chase Bank money market deposit account
(“MMDA”)     MMDA  have rates of
compensation that may vary from time to time based upon market
conditions.

      
        	
                ·  

              	
                The Depositor acknowledges and
      agrees that they are permitted by U.S. law to make up to six (6)
      pre-authorized withdrawals or telephonic transfers from an MMDA per
      calendar month or statement cycle or similar period.  If
      the MMDA can be accessed by checks, drafts, bills of exchange, notes and
      other financial instruments (“Items”), then no more than three (3) of
      these six  (6) transfers may be made by an Item.  The
      Escrow Agent is required by U.S. law to reserve the right to require at
      least seven  (7) days notice prior to a withdrawal from a money
      market deposit account.

              


      

      


      
        	
                ·  

              	
                Payment
      of the invoice is due upon receipt.

              


      

      


      Compliance

      To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each
person or entity that opens an account.  We may ask for information
that will enable us to meet the requirements of the Act.

      

        

      

      
        1 Conform
to fee proposal

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      Annex A

      


      [Date]

      


      VIA
FACSIMILE: _________

      


      [Name and
Address of Custodian]

      


      


      Re: Joint
Written Instructions on Release of Shares Pursuant to Option
Exercise

      


      Ladies
and Gentlemen:

      


      Reference is made to that
certain Custody Agreement, dated as of September __, 2010 (the “Agreement”), by
and among Westbury (Bermuda) Ltd., a Bermuda exempted company, and
Westbury Trust (collectively, “Seller”) and Michael G. DeGroote, CBIZ,
Inc. ( “Company”) and JPMorgan Chase Bank, N.A. (the “Custodian”). Capitalized
terms used but not defined herein shall have the meanings provided in the
Agreement.

      


      Pursuant
to Sections 3 and 12 of the Agreement, Company hereby notifies the Custodian of,
and Seller and DeGroote acknowledge, exercise of the Option (as defined in the
Underlying Agreement) by Company in accordance with the terms of the Underlying
Agreement, and Seller, DeGroote and Company hereby instruct the Custodian to
release __________ Shares to Company.

      


      


       

      
        
          
            	 	Very truly
    yours,	 
	 	 	 
	 	 	 
	 	CBIZ, INC.	 
	 	 	 	 
	
                  	
                    By:
      

                  	  	 
	 	Name: 	 	 
	 	Title:  
      	 	 


          

        

        
           

           

          
            
              	 	
                      WESTBURY
      (BERMUDA) LTD.

                    	 
	 	 	 	 
	
                    	
                      By:
      

                    	  	 
	 	Name: 	  	 
	 	Title:  
      	 	 


            

          

        

         

        
           

          
            
              	 	
                      WESTBURY
      TRUST

                    	 
	 	 	 	 
	
                    	
                      By:
      

                    	  	 
	 	Name: 	 	 
	 	Title:  
      	 	 


            

          

           

           

          
            
              	 	
                      MICHAEL
      G. DEGROOTE