Extract to table

6 of the APA, Buyer is required to deposit at the closing of the transactions contemplated by the APA (the "Closing") an amount equal to Nine Million Dollars ($9,000,000) (the "Escrow Amount"), representing five percent (5%) of the Purchase Price, with the Escrow Agent to secure Seller's indemnification obligations under Article X of the APA; WHEREAS, the Parties desire to set forth the terms and conditions upon which the Escrow Agent will hold, invest, and disburse the Escrow Amount and any earnings thereon; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the APA

The Escrow Account shall be maintained separately from all other accounts held by Escrow Agent and shall not be commingled with any other funds or assets of Escrow Agent or any other person or entity

In the event that the amount received by Escrow Agent on the Closing Date differs from the Escrow Amount specified herein, Escrow Agent shall promptly notify Buyer and Seller in writing and shall request Joint Written Instructions with respect to any shortfall or overage

The Escrow Funds shall be held by Escrow Agent as a trust fund and shall not be subject to any lien, attachment, levy, garnishment, trustee process, or any other judicial or administrative process of any creditor of any Party hereto

No Party shall have the right to pledge, hypothecate, assign, or otherwise encumber the Escrow Funds, except as expressly provided in this Agreement

The Escrow Agent shall have no beneficial ownership interest in the Escrow Funds