Extract to table

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Escrow Agreement

To the extent that any capitalized term used herein is defined in the Escrow Agreement by reference to the Merger Agreement, such term shall have the meaning set forth in the Merger Agreement

The Escrow Amount shall be held and disbursed by the Escrow Agent solely in accordance with the terms and conditions of the Escrow Agreement, and for no other purpose

The deposit of the Escrow Amount into the Escrow Account shall constitute an irrevocable direction by the Instructing Parties to withhold such amount from the merger consideration otherwise distributable to the former stockholders of the Company at closing, and the former stockholders of the Company shall have no right to receive the Escrow Amount or any portion thereof except as and when released from the Escrow Account in accordance with the Escrow Agreement

The Escrow Agent need not concern itself with the source of such funds and shall have no duty to verify the origin or sufficiency of the wire transfer, provided that the Escrow Agent shall confirm that the aggregate amount actually received in the Escrow Account on the Closing Date equals the Escrow Amount

All interest, earnings, and income earned on the Escrow Amount (collectively, "Escrow Earnings") shall be retained in and shall constitute part of the Escrow Account and shall be disbursed in accordance with the terms of the Escrow Agreement