Validity of Agreement; Power. Subject to any necessary authorization from the Bankruptcy Court, # each Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, # all Transaction Documents to which any Seller is a party have been duly and validly executed and delivered by each Seller, except such Transaction Documents that are required by the terms hereof to be executed and delivered by Sellers after the Effective Date, in which case such Transaction Documents will be duly executed and delivered by Sellers at or prior to the Closing and # all Transaction Documents constitute, or will constitute, as the case may be, the valid and binding agreements of Sellers, enforceable against Sellers in accordance with their terms. The board of directors (or similar governing body) of each Seller has duly approved the Transaction Documents to which such Seller is a party and has duly authorized the execution and delivery of such Transaction Documents and the consummation of

Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the CIC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

Effect of Agreement. AVANT’s execution, delivery and performance of this Agreement will not # violate the Articles of Incorporation of AVANT or any provision of Applicable Law, # violate any judgment, order, writ, injunction or decree of any court applicable to AVANT , # have any effect on the compliance of AVANT with any applicable licenses, permits or authorizations which would materially and adversely affect AVANT , # result in the breach of, give rise to a right of termination, cancellation or acceleration of any obligation with respect to (presently or with the passage of time), or otherwise be in conflict with any term of, or affect the validity or enforceability of, any agreement or other commitment to which AVANT is a party and which would materially and adversely effect AVANT , or # result in the creation of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of AVANT ; provide, however, that regulatory approval may be required in connection with conducting the Business and AVANT makes no representation with respect to any such approvals.

Effect of Agreement. AI-NOVA ’s execution, delivery and performance of this Agreement will not # violate the Certificate of Incorporation of AI-NOVA or any provision of Applicable Law, # violate any judgment, order, writ, injunction or decree of any court applicable to AI-NOVA , # have any effect on the compliance of AI-NOVA with any applicable licenses, permits or authorizations which would materially and adversely affect AI-NOVA , # result in the breach of, give rise to a right of termination, cancellation or acceleration of any obligation with respect to (presently or with the passage of time), or otherwise be in conflict with, any term of, or affect the validity or enforceability of any agreement or other commitment to which AI-NOVA is a party and which would materially and adversely affect AI-NOVA , or # result in the creation of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets of AI-NOVA ; provided, however, that regulatory approvals may be required in connection with conducting the Business and AI-NOVA makes no representation with respect to any such approvals.

Effect of Agreement. Except as expressly set forth herein, # this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Amended and Restated Credit Agreement or any other Loan Document, and # shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended and Restated Credit Agreement as amended hereby, or any other Loan Document, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. This Agreement shall constitute a Loan Document for all purposes and from and after the Restatement Effective Date, all references to the Amended and Restated Credit Agreement in any Loan Document and all references in the Amended and Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Amended and Restated Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended and Restated Credit Agreement after giving effect to this Agreement.

Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

Authority and Binding Agreement. (i) It has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Lender is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Business Financing Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Business Financing Modification Agreement in no way shall obligate Lender to make any future modifications to the Indebtedness. Nothing in this Business Financing Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Business Financing Modification Agreement. The terms of this paragraph apply not only to this Business Financing Modification Agreement, but also to any subsequent Business Financing modification agreements.

Binding Effect/Authority to Bind. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective heirs, beneficiaries, personal representatives, successors, attorneys and assigns. The Parties represent and warrant to each other that: # any person signing on each Party’s behalf has full authority to enter into this Agreement and that each respective Party did in fact authorize the signors to execute the same; # upon execution of this Agreement, this Agreement shall be binding and enforceable against the Parties in accordance with its terms; and # the execution and the delivery of this Agreement is not subject to any requirement that the Parties obtain any consent, approval or authorization of, or make any declaration or filing with any governmental authority or third party that has not been obtained or made or that, in any case or in the aggregate, if not obtained or made would render the execution, delivery or consummation of this Agreement illegal or invalid, or would otherwise constitute a default under the terms of this Agreement.

Effect of Agreement; Entire Agreement. The Corporation and You understand and agree that this Agreement is intended to reflect their agreement only with respect to payments and benefits upon termination in certain cases and is not intended to create any obligation on the part of either party to continue employment. This Agreement supersedes any and all other oral or written agreements or policies made relating to the subject matter hereof and constitutes the entire agreement of the parties relating to the subject matter hereof; provided that this Agreement shall not supersede or limit in any way Your rights under any benefit plan, program or arrangements in accordance with their terms.