Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

Within 10 Business Days after the Escrow Release Date (the “Distribution Date”), the Escrow Agent will pay to Seller, by wire transfer to an account or accounts designated by Seller, the remaining balance of the Escrow Funds, less the amount of all Unresolved Claims. For purposes of this Agreement, the term “Unresolved Claims” means, as of the Escrow Release Date, the aggregate amount of all Claims that are the subject of any Dispute Notices that have not previously been resolved or satisfied in accordance with [Section 4(a)(ii)] or that were otherwise properly and timely asserted under this Agreement but otherwise unsatisfied as of the Escrow Release Date, including any Claims for which an Escrow Notice has been delivered but for which the 30-day objection period has not expired as of the Escrow Release Date.

Escrow Release. Notwithstanding anything to the contrary contained in [[Sections 9.2, 9.3 and 9.4]4]4]]4]4] of the Agreement, the parties shall use commercially reasonable efforts to conduct the First Escrow Release, the Second Escrow Release and the Third Escrow Release (if the same occur) “by mail.”

Release of Escrow Funds for Indemnification Claims. The Escrow Funds held pursuant to this Agreement, are intended to provide a non-exclusive source of funds to pay amounts in respect of Damages on or before the Distribution Date (as defined below). Accordingly, in addition to Tax distributions made pursuant to [Section 10(d)], the Escrow Funds will be distributed and released as follows:

The following two (2) events (the “Escrow Release Milestones”) will trigger the release from the Escrow Pool of the Escrowed Shares, the whole as more fully described in Schedule “B” attached hereto:

Release from Escrow. Upon the date (the “Transfer Date”) that

The Parties acknowledge that on the Effective Date, the Buyer shall deliver to the Escrow Agent the sum of ​, constituting the “Purchase Price” pursuant to the instructions as set forth in [Section 1(b)], which shall be deposited into a non-interest-bearing account at the ​ (the “Bank”) entitled “​ IOTA Trust Account” (the “Escrow Account”). As set forth in the Agreement, Escrow Agent shall withhold from the Purchase Price the costs and fees due to the Escrow Agent pursuant to this Agreement and such other fees and expenses as are due and payable to Escrow Agent as of the Effective Date, and shall advance the remaining amount to ​ pursuant to wire instructions previously provided by ​ to the Escrow Agent, and no additional instructions or authorizations shall be required from either ​ or the Buyer with respect thereto.

Investment of Escrow Funds. So long as the Escrow Agent shall hold any funds in the Escrow Fund, the Escrow Agent shall invest such funds in such Authorized Investments as Seller may designate in writing to the Escrow Agent. For purposes of this Agreement, the term “Authorized Investments” shall mean # direct obligations of the United States of America, # any repurchase agreement or reverse repurchase agreement with any bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”), and that has capital and surplus of not less than ​, or with any primary government bond dealer reporting to and trading with the Federal Reserve Bank of New York, provided that such agreement is secured by direct obligations of the United States of America, # shares of the Federated U.S. Government short-term fund, and # fully collateralized Certificates of Deposit of any bank which is a member of the FDIC and which has capital and surplus of not less than ​.

To the extent applicable, written notice by electronic mail or facsimile authorizing Lender to disburse funds to the Escrow Agent as set forth in the Escrow Letter, to be held in trust by the Escrow Agent pending the Borrower’s authorization to release such funds.