THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THIS MEMORANDUM CONSTITUTES AN OFFER ONLY IF DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM IS PROPERLY AUTHORIZED BY THE COMPANY. THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED BY THE COMPANY SOLELY FOR THE BENEFIT OF PERSONS INTERESTED IN THE PROPOSED SALE OF THE SECURITIES AND ANY DISTRIBUTION OR REPRODUCTION OF THIS PRIVATE PLACEMENT MEMORANDUM, IN WHOLE OR PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED.

“Memorandum” means the memorandum of association of AI-NOVA substantially in the form of the attached [Exhibit 1.19], as amended from time to time.

THIS MEMORANDUM OF LEASE (this “Memorandum”) is made as of ​, by and between ​, ​ (“Landlord”) and ​, a Delaware corporation (“Tenant”).

Memorandum Number: ​

Recordation. Landlord and Tenant shall execute a short form memorandum hereof in the form attached hereto as [Exhibit I] and Tenant shall be entitled to record such memorandum.

The interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated by reference in the Time of Sale Document and the Final Offering Memorandum fairly presents the information called for in all material respects and have been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

MEMORANDUM OF UNDERSTANDING

Section # Lease Incorporation; Purpose of Memorandum. This Memorandum is subject to all conditions, terms and provisions of the Lease, which agreement is hereby adopted and made a part hereof by reference to the same, in the same manner as if all the provisions thereof were set forth herein in full. This Memorandum has been executed for the purpose of recordation in order to give notice of all of the terms, provisions and conditions of the Lease, and is not intended, and shall not be construed, to define, limit, or modify the Lease. This Memorandum is not a complete summary of the Lease, nor shall any provisions of this Memorandum be used in interpreting the provisions of the Lease.

CFO’s Certificate. Certificates of the Chief Financial Officer of the Company, dated the date hereof and the Closing Date, relating to certain financial information included or incorporated by reference in the Time of Sale Document and the Final Offering Memorandum, substantially in the form of [Exhibit B] attached hereto.

This Confidential Private Placement Memorandum (the “Memorandum”) has been prepared by the Company and is being furnished solely for the confidential use of accredited and institutional investors to assist them in evaluating a possible investment in the Company. The contents of the Memorandum are the sole responsibility of the Company. This memorandum was prepared to assist prospective investors in their review of the offering. However, investors must rely on their own examination of the Company and the terms of the offering, including the merits and risk involved. Prospective investors are urged to seek the advice of qualified professionals, including tax advisors and legal counsel, before making an investment decision.