APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not take effect until approved by the Board of Directors of the Corporation. This Plan shall be approved by a vote of the shareholders within 12 months from the date of approval by the Board of Directors. In the event such shareholder vote is not obtained, all options granted hereunder, whether vested or unvested, shall be null and void. Further, any Stock acquired pursuant to the exercise of any options under this Agreement may not count for purposes of determining whether shareholder approval has been obtained.

Board Approval. The board of directors shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions and expressed no objection to these transactions.

Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with [Section 5.16].

Board Approval. Each Party shall cause each Director that it has appointed pursuant hereto to vote to approve any transfer of Securities that complies with the terms of this [Section 8].

BOARD APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the Board, then this award shall be void with respect to such excess shares, unless Board approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. If Shares covered by this Agreement are granted prior to any required approval of the Plan by the Board of the Company, any such grant shall be subject to the condition subsequent of such Board approval but shall be deemed effective as of the Grant Date as listed in the Grant Notice.

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:

The Board of Directors of the Company may without the approval of the shareholders or the Grantees # amend the Plan with respect to RSUs previously issued and # amend the Plan with respect to RSUs to be issued in the future without the approval of shareholders, provided that no amendment that:

BUSINESS UNIT – Any majority-owned business organization of the Company or its direct or indirect subsidiaries, including corporations, limited liability companies, partnerships, and any “subsidiary corporation” as defined in Section 424(f) of the Internal Revenue Code (the “Code”).