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. 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. 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 Analysis. With respect to each Mortgage that is not a HECM Loan,, [[Organization C:Organization]] has within the last twelve months (unless such Mortgage was originated within such twelve month period) analyzed the required Escrow Payments for each Mortgage and adjusted the amount of such payments so that, assuming all required payments are timely made, any deficiency will be eliminated on or before the first anniversary of such analysis, or any overage will be refunded to the Mortgagor, in accordance with Real Estate Settlement Procedures Act and any other applicable law.

Evans Escrow. At or prior to Closing, the Parent shall have communicated to the Parent’s transfer agent, that upon the conversion of the Parent Series A Convertible Preferred, six (6) million underlying shares of common stock shall be escrowed from those to be issued to [[Person A:Person]] Evans (the “Escrowed Shares”). Such escrow shall be released on the date that is 18 months after the Closing Date (the “Escrow Period”). If at any time during the Escrow Period, the Parent should issue any shares of its common stock pursuant to either an offering of equity, hybrid securities, or in exchange for another party’s securities or assets at a price per share less than $0.37, the Parent’s transfer agent shall cause the Escrowed Shares to be distributed to the shareholders of record of the Parent immediately prior to the Closing date on a pro rata basis. If all such share issuances are made at prices that are $0.37 or greater during the Escrow Period then the Escrowed Shares shall be released to [[Person A:Person]] Evans at the expiration of the Escrow Period. During the Escrow Period, [[Person B:Person]] shall retain full voting and shareholder rights regarding the Escrowed Shares, other than the right of transfer which shall be restricted. The transfer agent shall be directed to put a restrictive legend to that effect on the Escrowed Shares, thereby precluding their transfer. For the avoidance of doubt, this provision regarding the $0.37 threshold price shall not apply to # the common stock issued pursuant to this Agreement (including the Series C Conversion) and # the exchange with, or tender to, the Parent of the remaining shares of common stock of the Company so long as the total number of shares of common stock issued in connection with this Agreement and any tender or exchange does not exceed 123,483,390 shares.

Escrow Release. Notwithstanding anything to the contrary contained in [Sections 9.2, 9.3 and 9.4]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.”

Escrow Deposit. The amounts deposited in escrow, together with all interest, dividends, income, capital gains and other amounts earned thereon or derived therefrom (“Escrow Income”) pursuant to the investments made pursuant to [Section 3] (collectively with the amounts deposited in escrow, the “Escrow Funds”), will be available to pay Damages that are recoverable by ​. The Escrow Agent acknowledges receipt of the Escrow Amount and agrees to hold the Escrow Funds in a separate and distinct account, in the name of ​/[Buyer:Organization] Escrow Account, as Escrow Agent for Seller and ​ (the “Escrow Account”). The Escrow Funds shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement. The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the terms and conditions of this Agreement.

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.

Escrow fund for Processing Property. Tenant shall deposit ​ into an escrow account at PlainsCapital Bank (the “Escrow Account”) pursuant to an Escrow Agreement in the form attached as [Exhibit G] to secure the reclamation of the Processing Property as follows:

At Closing, the Purchaser shall wire ​ (the “Escrow Funds”), to ​ counsel for the Purchaser (“GKN”), who shall hold such Escrow Funds in its attorney escrow account and release such funds pursuant to an Escrow Agreement dated as of March ​, 2017 by and among the Seller, the Purchaser and the Company (the “Escrow Agreement”);

Within one (1) business day after the full execution of this Agreement, the sum of ​ (the “Earnest Money”) shall be delivered to ​, ​, Attn: Oscar R. Rivera, Esq. (“Escrow Agent”) by federally wired “immediately available” funds to be held in escrow by the Escrow Agent, by and in accordance with the provisions of the Escrow Agreement (“Escrow Agreement”) attached hereto as [Exhibit C];

Escrow Agent shall have no responsibility to determine the validity or sufficiency of any Escrow Notice or Dispute Notice or whether any Escrow Notice or Dispute Notice has been received by, or to provide a copy of any Escrow Notice or Dispute Notice to, Seller or ​. Escrow Agent may conclusively presume that any Escrow Notice or Dispute Notice delivered to it has been simultaneously delivered to Seller or ​, as the case may be.

The Escrow Agent shall be entitled to sell or redeem any such investments as the Escrow Agent deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

"(e) Escrow Agreement. The Borrower and the ​ shall have entered into an escrow agreement with an escrow agent, in form and substance reasonably acceptable to the ​ (the "Escrow Agreement"), which shall allow the Borrower to withdraw funds in the Escrow Account on or before the date specified in [Section 2.05(c)(v)] to purchase or repay Convertible Notes without the consent of any other Person, and shall have established the Escrow Account. The proceeds from the Term A-2 Loan shall be funded into the Escrow Account."

If by ​, Eastern time, on the Termination Date, the Escrow Agent has not received written instructions from the Company and Underwriter regarding the disbursement of the Escrow Funds and the total amount of the Escrow Funds is less than the Minimum Amount or the Nasdaq listing conditions have not been satisfied, then the Escrow Agent shall promptly return the Escrow Funds to the Subscribers without interest or offset. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow Agent.

Section # ​ and ​ hereby designate “Escrow Agent” to receive and hold the Downpayment delivered herewith by ​ in accordance with [Section 3] hereof, and Escrow Agent agrees to act as such Escrow Agent subject to the provisions of this [Section 23]. Upon receipt by Escrow Agent of the Downpayment, Escrow Agent shall cause the same to be deposited into Escrow Agent’s IOLA (i.e., non-interest-bearing) account, it being agreed that Escrow Agent shall not be liable for # any loss of such investment (unless due to Escrow Agent’s gross negligence or willful misconduct) or # any failure to attain a rate of return on such investment.

The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law # to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and # to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

an escrow agreement, by and among Purchaser, the Representative and Escrow Agent, in the form attached as [Exhibit C] (the “Escrow Agreement”), duly executed by the Representative; and