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:

SECTION # Representations and Warranties of the SPV and Arrow. To induce the Conduit Investors, Alternate Investors, the Funding Agents and the Administrative Agent to enter into this Amendment, the SPV and Arrow each makes the following representations and warranties (which representations and warranties shall survive the execution and delivery of this Amendment) as of the date hereof and, after giving effect to the amendments set forth herein as of the Effective Date:

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.

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Representations and Warranties of the Company. [Except as set forth in the Disclosure Schedules or the Public Reports (as defined herein), which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules,] the Company hereby makes the following representations and warranties to the Investors:

REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to the Lenders that:

Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles, # each of the Credit Parties hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist and # each of the Credit Parties hereby represents and warrants that the representations and warranties set forth in the Credit Agreement and in the other Loan Documents to which such Credit Party is a party are true and correct in all material respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate to an earlier date and except to the extent of changes in facts or circumstances that have been disclosed to the Lenders in writing and do not constitute an Event of Default or a Potential Default or to the extent such representations and warranties relate to an earlier or other specific date).

Representations and Warranties. After giving effect to this Amendment, the Forbearance Agreement, the ABL Forbearance Agreement and, on the Initial First-Out Loan Borrowing Date, the Initial First-Out Loan to be made on such date, the representations and warranties contained in [Article IV] of the Amended Credit Agreement are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of each of the Amendment Effective Date and the Initial First-Out Loan Borrowing Date, except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date; provided that, notwithstanding the foregoing, no representation and warranty is made by any Loan Party under this [Section 6(c)] with respect to the Excluded Representations. For purposes hereof, “Excluded Representations” means the representations and warranties set forth in [Sections 4.06(d), 4.10(a)])] (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(b) (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(c) (insofar as such representation and warranty relates to the absence of the Specified ABL Default) and 4.20 of the Amended Credit Agreement.