Escrow Account.EXAD shall verify the certificates have been deposited in Escrow as per the table on [Schedule A].

The Escrow Agent shall invest the Escrow Funds pursuant to joint written instructions signed by Seller and ​; provided, however, the investment instructions shall be limited to:

Escrow Account Statements and Information. The Escrow Agent agrees to send to ​ and Buyer a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients, and to also provide ​ and Buyer upon request other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. Each of ​ and Buyer agrees to complete and sign all forms or agreements required by the Escrow Agent for that purpose. Further, each of the Transaction Parties may receive e-mail notification of incoming and outgoing wire transfers of requested and subsequently approved by the Escrow Agent, in which case each Transaction Party agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. Each Transaction party consents to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

Escrow. The Board may provide that any Restricted Shares or Bonus Shares shall be represented by, at the option of the Board, either book entry registration or by a stock certificate or certificates. If the shares of Restricted Shares are represented by a certificate or certificates, such shares shall be held (together with an assignment or endorsement executed in blank by the Grantee) in escrow by an escrow agent until such Restricted Shares become nonforfeitable or are forfeited.

Escrow. Escrow shall be opened upon execution of this Agreement by both parties. A copy of this Agreement will be delivered to the Title Company and will serve as escrow instructions together with the Title Company's standard instructions, any additional instructions required by Seller and/or Buyer or their respective counsels, and any additional instructions required by the Title Company to clarify its rights and duties. The parties agree to sign these additional instructions. If there is any conflict between these other instructions and this Agreement, this Agreement shall control.

Escrow. If requested by the Company, the certificate(s) for Restricted Shares shall, upon issuance, be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. If requested by the Company, any additional or exchanged securities or other property described in Subsection # below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Purchaser and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be # surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or # released to the Purchaser upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Purchased Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of # the termination of the Purchaser’s Service or # the lapse of the Right of First Refusal.

“Escrow Account” means the escrow account created pursuant to the Escrow Agreement.

“Escrow Account” means the escrow account established pursuant to the Escrow Agreement to receive at Closing the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Program Escrow Amount.

Escrow Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the Seller to Depositor or its servicer.

At the Effective Time of the Acquisition, UBI will cause to be delivered to the offices of ​, as escrow agent (the "Escrow Agent") the Acquisition Consideration Escrow Deposit and the Escrow Deposit. The Parties recognize that the receipt of the Class C common stock requires the transfer of the business licensee to UBI. Therefore, the Effective Time occurs when NOVA is no longer the licensee of the existing business license. The transfer of the business license in Hong Kong, is based on government processing and can take a few weeks or a couple of months.