Additional Investors. The Parties acknowledge that including additional strategic investors with expertise or strategic positions relevant to AI-NOVA ’s Business may be beneficial to AI-NOVA and, accordingly, agree that AI-NOVA may, in its discretion, introduce additional parties to acquire Common Stock, in the form of newly issued shares. The selection of the strategic investors, and the terms and conditions of any such investors’ purchase of Company shares shall be documented as determined by AI-NOVA at such time. As per this agreement Ainnova Tech will own exclusively the AI-NOVA IP.

Approved Investors. [Schedule AI] to the Repurchase Agreement is amended and restated in its entirety to read as set forth on [Exhibit C] to this Amendment.

c/o Sixth Street Partners, LLC

2100 McKinney Avenue, Suite 1500

Dallas, TX 75201

Attention: Joshua Peck; Sixth Street Legal

Email: ​

At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing (which may be by email) of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

Securities Act Legend Accredited Investors. The certificates evidencing the BNOW SHARES issued to the TARGET Shareholders will bear the following, or a similar, legend:

REPRESENTATIONS AND WARRANTIES OF INVESTORS. The Holder represents and warrants to the Company as follows, as of the date hereof:

Representations and Warranties of the Investors. Each of the Investors represents and warrants, severally and not jointly, as follows as of the date hereof:

“Investors” means, collectively, the Sponsors and the Management Investors.

“Hsieh Investors” shall mean each of Anthony Hsieh, the JLSSAA Trust, established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC and each of their respective affiliates.

each Person listed on SCHEDULE 2 hereto under the heading “Series A Investors” (each a “Series A Investor” and collectively, the “Series A Investors”);

denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

to the Investors, pro rata in payment of any Aggregate Unpaids in respect of breakage costs owed by the SPV hereunder to such Investors;

Schedule # Investors

“Permitted Holders” means # the Investors and # any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision.

List of Accredited Investors

QS Investors Holdings, LLC

For Individual Investors Only:

“Moody’s” means Moody’s Investors Service, Inc.