Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.

Board of Directors. Ai-nova Acquisition Corp will be managed by the Board in accordance with the terms of this Agreement and Applicable Law. The Board shall be governed by a Board of Managers (“Board”) comprised of Avant Technologies Leadership Team and Ainnova Tech Inc. Leadership Team (“Managers”). No meeting of the Board of Directors shall be a quorum unless at least one Manager appointed by Avant and one Manager appointed by Ainnova are present.

Employee should at all times discharge his duties in consultation with and under the supervision of the Board of Directors of the Corporation.

The Board of Directors of the Company shall consist of no less than three (3) and no more than five (5) members. The number of directors may not be changed except by amendment of this Agreement and the Bylaws. All directors shall be elected annually. The Stock Holders hereby agree to vote all of their Stock for the election of the following candidates to the Board of Directors:

“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.

Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

Cause: The term “Cause” shall mean any of the following:

Business Combination: A merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any Subsidiary that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in connection with the transaction or otherwise.

Service on the Board of Directors. On the earlier to occur of the date of Early Termination or the Termination Date, Abrams shall tender his resignation as a member of the Company’s Board of Directors, effective as of such date. Such resignation shall be in the form attached hereto as [Exhibit A] (“Resignation”), which Resignation shall be executed and held by counsel for the Company and delivered to the Company effective on the date of Early Termination or the Termination Date, as the case may be (the “Effective Date”).

Resignation from the Board of Directors. If you resign from the Company’s Board of Directors (other than by reason of Retirement), all unvested Options shall be forfeited and you (or, in the event of your death, your legal representative) may, within a period of not more than three (3) months after the effective date of such resignation, exercise vested Options.]