Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii), or 2(b)(iv) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

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.

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.

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.]

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”).

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE