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 ​ 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 ​, 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 ​ or greater during the Escrow Period then the Escrowed Shares shall be released to ​ Evans at the expiration of the Escrow Period. During the Escrow Period, ​ 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 ​ 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]]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 Agreement. Other than the Bank and Patriot, all parties to the Escrow Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

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

Shares Escrow. Duly executed Escrow Agreement;

Escrow Agreement. The Seller shall have delivered to the Purchaser a duly executed copies of the Escrow agreement.

Agency for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with [Article 8] or [Article 9], as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

You are required to accept the terms and conditions set forth in this Agreement prior to the first Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first Vesting Date. For your benefit, if you have not rejected the Agreement prior to the first Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this [Section 8.9] by causing a notice of such acceptance or rejection to be delivered to ​ at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this [Section 8.9] shall be deemed to constitute a rejection of such offer by such holder.