Set forth on [Schedule 1.01(c)] are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such [Schedule 1.01(c)] was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.

Other Officers. In addition to both the Chairman of the Board and The Chief Executive Officer, senior management of Ai-nova Acquisition Corp will consist of such other officers as are deemed to be necessary or appropriate by the Board.

Officers’ Certificate. The Purchaser shall have received a certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Parent, in form and substance reasonably satisfactory to the Purchaser, certifying that the conditions set forth in Sections 3.2.2(g), 3.2.2(h), 3.2.2(i) and 3.2.2(j) of this Agreement have been satisfied.

Officers’ Certificate. A certificate dated the Closing Date, signed by # the Chief Executive Officer and # the principal financial or accounting officer of the Company, and by # the President or Vice President and # the Treasurer of each of the Guarantors, on behalf of the Company and the Guarantors, to the effect that # the representations and warranties set forth in Section 4 hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, # the Company and the Guarantors have performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, # at the Closing Date, since the date hereof, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect (including on a pro forma basis after giving effect to the Acquisition), # since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof) or contemplated hereby, neither the Company, the Guarantors nor any other Subsidiary has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company, the Guarantors or any other Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and that such statements shall also be true and correct on a pro forma basis after giving effect to the Acquisition, # to his knowledge, the sale of the Securities has not been enjoined (temporarily or permanently) and # to the effect of Section 7(f) below.

No. ​ PPN ​ ORIGINAL PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: INTEREST RATE: INTEREST PAYMENT DATES:

The Debtors have satisfied the requirements of section 1129(a)(5) of the Bankruptcy Code. Article IV.M of the Plan, in conjunction with [Exhibit F] of the Plan Supplement, disclose the identity and affiliations of the individuals proposed to serve as the initial directors and officers of the Reorganized Debtors, and the identity and nature of any compensation for any insider who will be employed or retained by the Reorganized Debtors. The proposed directors and officers for the Reorganized Debtors are qualified, and the appointments to, or continuance in, such offices by the proposed directors and officers is consistent with the interests of the holders of Claims and Interests and with public policy.

Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.

Eligible Directors. Each member of the Board who is not also employed by the Company or any its subsidiaries on the date of grant of a Program Award (each, an “Eligible Director”) is eligible to receive Program Awards.

resignations effective immediately upon Closing of the directors and officers of Parent in their capacities as directors and/or officers, as requested by Seller; and

“Eligible Grantee” means such persons referred to in Article IV including Directors and officers of the Company and directors, officers and other employees of the Bank.