Extract to table

as escrow agent (the "Escrow Agent"), are entering into an Escrow Agreement, substantially in the form attached hereto as Exhibit D (the "Escrow Agreement"), pursuant to which a portion of the Aggregate Merger Consideration shall be deposited in escrow to secure the indemnification obligations of the Company's stockholders as set forth herein

Without limiting the generality of the foregoing, the term "Affiliate" shall be interpreted consistently with the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended

"Company Material Adverse Effect" means any event, circumstance, development, change, effect, occurrence, state of facts, or condition that, individually or in the aggregate with all other events, circumstances, developments, changes, effects, occurrences, states of facts, or conditions, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, or assets of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement on or before the Outside Date (as it may be extended by the Auto-Extension); provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect: (i) changes in general economic conditions, credit markets, currency exchange rates, or financial, banking, or securities markets in general (including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates); (ii) changes in conditions generally affecting the semiconductor industry or the silicon photonics industry, including changes in supply and demand dynamics, pricing, and competition; (iii) changes in applicable Law (including the DGCL), rules, or regulations, or in generally accepted accounting principles in the United States ("GAAP") or International Financial Reporting Standards ("IFRS"), or in the interpretation or enforcement of any of the foregoing; (iv) changes arising from or relating to acts of war (whether or not declared), armed hostilities, sabotage, terrorism, cyberattacks (of a general, non-targeted nature), military actions, or any escalation or worsening of any of the foregoing; (v) earthquakes, hurricanes, tornados, floods, volcanic eruptions, tsunamis, pandemics, epidemics, disease outbreaks (including COVID-19 and any variants or mutations thereof), or other natural disasters or force majeure events; (vi) the announcement, pendency, or consummation of the transactions contemplated by this Agreement (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, licensees, distributors, partners, employees, or Governmental Authorities), it being understood and agreed that this clause (vi) shall not apply for purposes of the representations and warranties set forth in Section 3

"Outside Date" means March 10, 2024; provided, that the Outside Date shall be automatically extended to June 10, 2024 in accordance with the Auto-Extension

(a) When a reference is made in this Agreement to an Article, Section, Exhibit, or Schedule, such reference shall be to an Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise indicated

(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement