Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. At (a) Within two Business Days of the Effective Date, Dolphin shall deliver to the Holding Agent, for delivery to the Company at Closing, Ableauctions the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Affiliate of Dolphin that is party to such document or instrument and/or which holds the Ableauctions Shareholders shall have delivered document or caused to be delivered to Top Favour and the Top Favour Shareholders the following:instrument being amended by such document or instrument): (i) this Agreement A duly executed by Ableauctions counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the Ableauctions Shareholdersform attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) letter of resignation from Ableauctions’ current sole officer, A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with his resignation as respect to all each of the offices he currently holds with Ableauctions Additional Warrants issued to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingDolphin under the Dolphin Purchase Agreement; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 A duly executed counterpart signature page to the shareholders of AbleauctionsAmendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iv) resolutions A duly adopted by executed counterpart signature page to the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery Second Amended and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws Restated Registration Agreement in the form agreed by the partiesattached hereto as Exhibit D; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate The original Notes and the certificates representing all of good standing for Ableauctions from its jurisdiction the shares of incorporation, dated not earlier than five (5) days prior Series A Preferred issued to Dolphin pursuant to the Closing Date; (vi) an instruction letter signed Purchase Agreement, each executed and notated by the President of Ableauctions addressed holder thereof as necessary for conversion into Common Stock and cancellation pursuant to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ixvi) such Such other documents documents, agreements, assignments, instruments and certificates as Top Favour and/or may be required by this Agreement or as may be reasonably requested by the Top Favour Shareholders may reasonably request in connection with Company to effect the transactions contemplated herebyby, and the terms and conditions of, this Agreement. (b) Within two Business Days of the Effective Date, each Series A Holder shall deliver to the Holding Agent, for delivery to the Company at Closing, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Series A Holder party to such document or instrument and/or which holds the document or instrument being amended by such document or instrument): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants (as defined in the Dolphin Purchase Agreement) issued to such Series A Holder under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iii) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D; (iv) The original certificates representing all of the shares of Series A Preferred issued to such Series A Holder pursuant to the Purchase Agreement, each executed and notated by the holder thereof as necessary for conversion into Common Stock and cancellation pursuant to the terms of this Agreement; and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by the Company to effect the transactions contemplated by, and the terms and conditions of, this Agreement. (c) Within two Business Days of the Effective Date, the Company shall deliver to the Holding Agent, for delivery to Dolphin or the Series A Holder party to the relevant document, the following (with the understanding that a document or instrument is duly executed if signed by an authorized representative of the Company): (i) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Amended and Restated) in the form attached hereto as Exhibit A with respect to each of the Amended and Restated Warrants issued to Dolphin under the Dolphin Purchase Agreement; (ii) A duly executed counterpart signature page to the Amendment to Common Stock Purchase Warrant (Additional Warrants) in the form attached hereto as Exhibit B with respect to each of the Additional Warrants issued to Dolphin or any Series A Holder under the Dolphin Purchase Agreement; (iii) A duly executed counterpart signature page to the Amendment to Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit C; (iv) A duly executed counterpart signature page to the Second Amended and Restated Registration Agreement in the form attached hereto as Exhibit D: and (v) Such other documents, agreements, assignments, instruments and certificates as may be required by this Agreement or as may be reasonably requested by Dolphin or a Series A Holder effect the transactions contemplated by, and the terms and conditions of, this Agreement.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour TRM and the Top Favour Shareholders Purchasing Insurers, will deliver to the Selling Insurers the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholderspayment of the Purchase Price in accordance with Section 2.7; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as third party consents to all the assignment(s) of the offices he currently holds with Ableauctions Lease Agreement(s) to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe extent obtained; (iii) letter of resignation of Ableauctions’ current directors, with third party consents to the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration assignments of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 Producer Agreements to the shareholders of Ableauctionsextent obtained; (iv) resolutions duly adopted the Tower Guaranty in the form set forth at Exhibit C executed by Tower Parent; (v) subject to any necessary regulatory approvals, an amendment to the Brokerage Management Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the Board applicable Tower Entities, or, alternatively, in the absence of Directors regulatory approval to amend the Brokerage Management Agreement, a new management agreement between the Selling Insurers and the appropriate Tower Entities to effect the intent of Ableauctions approving this Agreement and the following events or actions, as applicable: a. Master Agreement and consistent in all material respects with the execution, delivery Master Agreement and performance of this Agreement; b. (vi) subject to any necessary regulatory approvals, an amendment to the Acquisition Master Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the terms thereof; c. adoption Master Agreement, amending the definition of bylaws "Brokerage Business" (as that term is defined in the form agreed Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectiveapplicable Tower Entities; and f. (vii) subject to any necessary regulatory approvals, amendments to the appointment Intercompany Agreements making the Selling Insurers parties thereto or subject thereto, as appropriate, amending the definition of Brokerage Business in any such agreements to make it consistent with the definition of Brokerage Business in the Master Agreement, as amended pursuant to the amendment referred to above in this Section 2.5(a), to effect the intent of this Agreement and the Master Agreement, and effecting the HIG Extension, executed by the applicable Tower Entities. (b) At the Closing, CPRE will deliver to TRM and the Purchasing Insurers the following: (i) The Bills of Sale and General Assignment Agreements executed by each member of the following persons HIG Group, as officers appropriate; (ii) a list of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name all in-force Insurance Contracts and a list of all Producers and Producer Agreements; (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman iii) assignment(s) of the Board Xx Xxx Chief Financial OfficerLease Agreement(s) executed by each member of the HIG Group, Treasurer as appropriate, and Secretaryany consents required in connection therewith to the extent obtained; (iv) assignment(s) of the Producer Agreement(s) executed by each member of the HIG Group, as appropriate, and any consents required in connection therewith to the extent obtained; (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporationsubject to any necessary regulatory approvals, dated not earlier than five (5) days prior an amendment to the Closing DateBrokerage Management Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the Selling Insurers and the applicable CPRE Entities, or, alternatively, in the absence of regulatory approval to amend the Brokerage Management Agreement, a new management agreement between the Selling Insurers and the appropriate Tower Entities to effect the intent of this Agreement and the Master Agreement and consistent in all material respects with the Master Agreement and this Agreement; (vi) an instruction letter signed amendment to the Master Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour Selling Insurers and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Iapplicable CPRE Entities; (vii) a shareholder list subject to any necessary regulatory approvals, amendments to the Intercompany Agreements making the Selling Insurers parties thereto or subject thereto, as appropriate, amending the definition of Ableauctions Brokerage Business in any such agreements to make it consistent with the definition of Brokerage Business in the Master Agreement, as certified by Ableauctions’ Secretary or transfer agentamended pursuant to the amendment referred to above in this Section 2.5(b), dated within ten (10) days to effect the intent of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing DateMaster Agreement, and (iii) a copy of effecting the resolutions of HIG Extension, executed by the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, Selling Insurers and the transactions contemplated therebyapplicable CPRE Entities; (viii) all corporate records, board minutes copies of the Books and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; andRecords; (ix) such affidavits or certifications in form and substance reasonably satisfactory to TRM as are necessary to exempt the assignment or transfer of the Transferred Assets pursuant to this Agreement or any of the Ancillary Agreements from the provisions of section 1445 of the Code; (x) the CastlePoint Guaranty in the form set forth at Exhibit B executed by CPH; and (xi) a true and complete copy of the Stock Purchase Agreement, including all exhibits, schedules and other documents ancillary materials, as Top Favour and/or then in effect, executed by each of the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyparties thereto.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders County shall have delivered deliver, or caused cause to be delivered delivered, to Top Favour the Buyer each of the following, each of which shall be in form and content reasonably acceptable to the Buyer, the County, and their respective counsel: (i) the Purchased Assets; (ii) a General Assignment and Bxxx of Sale, in substantially the form attached hereto as Exhibit B (the “Bxxx of Sale”), duly executed by the County; (iii) a Deed for the Owned Real Property, in substantially the form attached hereto as Exhibit C (the “Deed”), duly executed by the County; (iv) an Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”), duly executed by the County; (v) a Residuals Management Agreement in substantially the form of Exhibit E attached hereto (the “Residuals Management Agreement”), duly executed by the County; (vi) a confirmatory amendment to the Franchise Agreement acknowledging the Closing and the Top Favour Shareholders transfer of the Purchased Assets, and the resultant extension of the Franchise and the Franchise Area to include the Service Area, all as contemplated in the Franchise Agreement and the Letter of Intent; (vii) all original certificates of title, manufacturer’s statements of origin, bills of sale or other similar title documents for the Plant and Equipment that are in the possession of the County, duly endorsed for transfer, providedthat if the County shall be unable to deliver to the Buyer any original certificate of title, manufacturer’s statement of origin, bxxx of sale or other similar title document in respect of any Plant, Property and Equipment included in the Purchased Assets, the County will deliver a bxxx of sale or similar title document to the Buyer, in form and substance satisfactory to the Buyer in its sole discretion, with respect to each such item of Plant and Equipment or cooperate with the Buyer’s reasonable requests to obtain any replacement certificate of title or similar title document; (viii) all Permits listed on Schedule 2.1(f), to the extent transferable; (ix) all Required Consents (as defined below in Section 8.4) to be obtained or made by the County; (x) a correct and complete list of the Customers of the County as of the Closing Date; (xi) the certificates required by Sections 9.1 and 9.2; (xii) a certificate evidencing the approval by the Commissioners of the County of the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (xiii) the original opinion of legal counsel described in Section 2.4(a)(i) or evidence reasonably acceptable to the Buyer that the County has obtained the replacement financing described in Section 2.4(b)(ii) of this Agreement; (xiv) duly executed payoff letters or release letters in respect of the Indebtedness of the County as of the Closing from all the lenders thereof, all in form and substance reasonably acceptable to the Buyer (the “Payoff Letters”), as may be reasonably requested by the Buyer; provided, however that if the County obtains the opinion of legal counsel specified in Section 2.4(a)(i) of this Agreement, the County shall not be required pursuant to this Section 3.2(a)(xiii) to obtain and deliver a Payoff Letter for the obligations of the County for Indebtedness in respect of the Bond; (xv) duly executed UCC-3 termination statements, lien releases or such other release and termination instruments (or copies thereof), as the Buyer shall reasonably request with respect to any and all Liens on the Purchased Assets, including, without limitation, any and all Liens in respect of any Indebtedness to be paid off or refinanced at the Closing, in order to vest all right, title and interest in and to the Purchased Assets free and clear of all Liens; and (xvi) such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver, or cause to be delivered, each of the following: (i) this Agreement duly executed by Ableauctions and if the Ableauctions Shareholdersprovisions of Section 2.4(b)(i) or Section 2.4(b)(ii) shall govern the payment of the Bond Indebtedness, a Promissory Note of the Buyer drawn payable to the County evidencing the obligations of the Buyer to the County with respect to the payment of the Bond Indebtedness, as provided in Section 2.4(b)(i) or Section 2.4(b)(ii), as applicable; (ii) letter if the Buyer is to pay any amounts pursuant to Section 2.4(a) of resignation from Ableauctions’ current sole officerthis Agreement, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingNAV Note, duly executed by the Buyer; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on Assignment and Assumption Agreement duly executed by the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsBuyer; (iv) resolutions the Residuals Management Agreement duly adopted executed by the Board Buyer; (v) the certificates required by Sections 8.1 and 8.2; (vi) a certificate signed by the Secretary or Assistant Secretary of Directors the Buyer certifying the truth and correctness of Ableauctions approving attached copies of the following events or actionscertificate of incorporation and bylaws, as applicable: a. and that the board of directors of the Buyer has approved the execution, delivery and performance of this Agreement; b. , the Acquisition Transaction Documents to which it is a party and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman consummation of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectivetransactions contemplated hereby; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (vvii) a certificate of good standing for Ableauctions from its jurisdiction of incorporationcertificate, dated not as of a date no earlier than five (5) three days prior to the Closing Date; (vi) an instruction letter signed , duly issued by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered applicable Governmental Authority in the names State of Delaware, showing that the Top Favour Shareholders as set forth Buyer is in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as good standing and authorized to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as do business in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyjurisdiction.

Closing Deliveries. At (a) On or prior to the Closing, Ableauctions and/or the Ableauctions Shareholders Company shall have delivered issue, deliver or caused cause to be delivered to Top Favour and each Purchaser the Top Favour Shareholders following (the following:“Company Deliverables”): (i) this Agreement Agreement, duly executed by Ableauctions and the Ableauctions ShareholdersCompany; (ii) letter of resignation from Ableauctions’ current sole officerwith respect to the Prefunded Warrant Purchasers only, with his resignation as to all facsimile copies of the offices he currently holds with Ableauctions Prefunded Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Book-Entry Questionnaire included as Exhibit C-2 hereto, pursuant to which such Prefunded Warrant Purchaser shall have the right to acquire such number of Prefunded Warrant Shares as is set forth on such Prefunded Warrant Purchaser’s signature page to this Agreement next to the heading “Underlying Prefunded Warrant Shares Subject to Prefunded Warrant to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directorsAcquired”, on the terms set forth therein, with the resignation original Prefunded Warrants delivered within three (3) Trading Days of Closing; provided, however, that the receipt of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation facsimile copies shall be effective conditioned on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actionsCompany receiving a completed Book-Entry Questionnaire from such Prefunded Warrants Purchaser no later than 3:00 p.m., as applicable: a. the executionEastern time, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days Business Day prior to the Closing Date; (iii) facsimile copies of the Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Book-Entry Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to (a) in the case of Purchasers other than Prefunded Warrant Purchasers, thirty percent (30%) of the number of Shares issuable to such Purchaser, rounded down to the nearest whole share and (b) in the case of Prefunded Warrant Purchasers, thirty percent (30%) of the number of Prefunded Warrant Shares underlying the Prefunded Warrants being purchased by such Prefunded Warrant Purchaser, in each case on the terms set forth therein, with the original Warrants delivered within three (3) Trading Days of Closing; provided, however, that the receipt of such facsimile copies shall be conditioned on the Company receiving a completed Book-Entry Questionnaire from such Purchaser no later than 3:00 p.m., Eastern time, on the Business Day prior to the Closing Date; (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers and the Placement Agents; (v) the Registration Rights Agreement, duly executed by the Company; (vi) an instruction letter signed by duly executed Irrevocable Transfer Agent Instructions instructing the President Transfer Agent to deliver a book-entry statement evidencing the number of Ableauctions addressed Shares equal to Ableauctions’ transfer agent such Purchaser’s shares of record, in a form reasonably acceptable to Top Favour and consistent with Common Stock set forth below such Purchaser’s name on the terms signature page of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names name of the Top Favour Shareholders as set forth in Annex Isuch Purchaser; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctionsthe Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended, and bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (iviii) the incumbency Compliance Certificate referred to in Section 5.1(i); (ix) a Lock-Up Agreement, substantially in the form of officers of Ableauctions executing this Agreement and all exhibits and schedules Exhibit I hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction DocumentsLock-Up Agreement”)) executed by each person listed on Exhibit J hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (iix) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within five (5) Business Days of the Closing Date; (xi) a certificate of existence and authorization issued by the Secretary of State of the State of Washington, as of a date within five (5) Business Days of the Closing Date; and (xii) a certified copy of the Certificate of Incorporation and By-Laws of Ableauctionsthe Company, as in effect on and certified by the Secretary of State of the State of Delaware, as of a date within five (5) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Common Stock Subscription Amount” or “Prefunded Warrant Subscription Amount”, as the case may be, indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the Escrow Account, as set forth on Exhibit H attached hereto, which Subscription Amount must be wired no later than the Business Day immediately prior to the Closing Date; (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ executionRegistration Rights Agreement, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyduly executed by such Purchaser; (viiiiv) all corporate records, board minutes a fully completed and resolutions, tax duly executed Selling Stockholder Notice and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect Questionnaire in the form attached as Annex B to Ableauctionsthe Registration Rights Agreement; and (ixv) such other documents a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Book-Entry Questionnaire in the forms attached hereto as Top Favour and/or Exhibits C-1 and C-2, respectively, which Accredited Investor Questionnaire and Book-Entry Questionnaire must be received by the Top Favour Shareholders may reasonably request in connection with Company no later than 3:00 p.m., Eastern time, on the transactions contemplated herebyBusiness Day immediately prior to the Closing Date.

Closing Deliveries. At or prior to the Closing, Ableauctions and/or and effective as of the Ableauctions Shareholders shall have delivered or caused Effective Time, the Parties will execute and deliver to be delivered one another each of the following documents and instruments to Top Favour and further evidence the Top Favour Shareholders the followingtransactions contemplated by this Agreement: (i) this Agreement a special warranty deed conveying each parcel of real property described in Section 1.1(a) from Enovation to Newco, duly executed by Ableauctions and the Ableauctions ShareholdersEnovation; (ii) letter of resignation endorsed vehicle titles conveying the Titled Vehicles described in Section 1.1(c) from Ableauctions’ current sole officerEnovation to Newco, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingduly executed by Enovation; (iii) letter an Assignment of resignation of Ableauctions’ current directorsContracts assigning the Assigned Contracts from Enovation to Newco, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration duly executed by each of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsParties; (iv) resolutions an Assignment of Patents and Patent Applications conveying the Patent Rights listed on Schedule 1.1(g) from Enovation to Newco, duly adopted executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman each of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and SecretaryParties; (v) a certificate an Assignment of good standing for Ableauctions Trademarks conveying the Trademark Rights listed on Schedule 1.1(h) from its jurisdiction Enovation to Newco, duly executed by each of incorporation, dated not earlier than five (5) days prior to the Closing DateParties; (vi) an instruction letter signed by with respect to any Assigned Securities that are certificated, the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered such Assigned Securities duly endorsed in the names of the Top Favour Shareholders as set forth blank by Enovation or accompanied by stock or equity interest transfer powers duly executed in Annex Iblank by Enovation; (vii) a shareholder list with respect to any Assigned Securities that are not certificated, an Assignment of Ableauctions as certified Equity Interests conveying such Assigned Securities from Enovation to Newco, duly executed by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyEnovation; (viii) all corporate recordsa Bxxx of Sale conveying the other Assets from Enovation to Newco, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested duly executed by Top Favour’s representatives with respect to AbleauctionsEnovation; and (ix) such other documents as Top Favour and/or an Assignment of Liabilities, assigning the Top Favour Shareholders may reasonably request in connection with Assumed Liabilities from Enovation to Newco, duly executed by each of the transactions contemplated herebyParties.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour TRM and the Top Favour Shareholders Purchasing Insurers, will deliver to the Selling Insurers the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholderspayment of the Purchase Price in accordance with Section 2.7; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as third party consents to all the assignment(s) of the offices he currently holds with Ableauctions Lease Agreement(s) to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe extent obtained; (iii) letter of resignation of Ableauctions’ current directors, with third party consents to the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration assignments of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 Producer Agreements to the shareholders of Ableauctionsextent obtained; (iv) resolutions duly adopted the Tower Guaranty in the form set forth at Exhibit C executed by Tower Parent; (v) subject to any necessary regulatory approvals, an amendment to the Brokerage Management Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the Board applicable Tower Entities, or, alternatively, in the absence of Directors regulatory approval to amend the Brokerage Management Agreement, a new management agreement between the Selling Insurers and the appropriate Tower Entities to effect the intent of Ableauctions approving this Agreement and the following events or actions, as applicable: a. Master Agreement and consistent in all material respects with the execution, delivery Master Agreement and performance of this Agreement; b. (vi) subject to any necessary regulatory approvals, an amendment to the Acquisition Master Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the terms thereof; c. adoption Master Agreement, amending the definition of bylaws "Brokerage Business" (as that term is defined in the form agreed Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectiveapplicable Tower Entities; and f. (vii) subject to any necessary regulatory approvals, amendments to the appointment Intercompany Agreements making the Selling Insurers parties thereto or subject thereto, as appropriate, amending the definition of Brokerage Business in any such agreements to make it consistent with the definition of Brokerage Business in the Master Agreement, as amended pursuant to the amendment referred to above in this Section 2.5(a), to effect the intent of this Agreement and the Master Agreement, and effecting the HIG Extension, executed by the applicable Tower Entities. (b) At the Closing, CPRE will deliver to TRM and the Purchasing Insurers the following: (i) The Bills of Sale and General Assignment Agreements executed by each member of the following persons HIG Group, as officers appropriate; (ii) a list of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name all in-force Insurance Contracts and a list of all Producers and Producer Agreements; (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman iii) assignment(s) of the Board Xx Xxx Chief Financial OfficerLease Agreement(s) executed by each member of the HIG Group, Treasurer as appropriate, and Secretaryany consents required in connection therewith to the extent obtained; (iv) assignment(s) of the Producer Agreement(s) executed by each member of the HIG Group, as appropriate, and any consents required in connection therewith to the extent obtained; (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporationsubject to any necessary regulatory approvals, dated not earlier than five (5) days prior an amendment to the Closing DateBrokerage Management Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the Selling Insurers and the applicable CPRE Entities, or, alternatively, in the absence of regulatory approval to amend the Brokerage Management Agreement, a new management agreement between the Selling Insurers and the appropriate Tower Entities to effect the intent of this Agreement and the Master Agreement and consistent in all material respects with the Master Agreement and this Agreement; (vi) an instruction letter signed amendment to the Master Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of "Brokerage Business" (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour Selling Insurers and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Iapplicable CPRE Entities; (vii) a shareholder list subject to any necessary regulatory approvals, amendments to the Intercompany Agreements making the Selling Insurers parties thereto or subject thereto, as appropriate, amending the definition of Ableauctions Brokerage Business in any such agreements to make it consistent with the definition of Brokerage Business in the Master Agreement, as certified by Ableauctions’ Secretary or transfer agentamended pursuant to the amendment referred to above in this Section 2.5(b), dated within ten (10) days to effect the intent of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing DateMaster Agreement, and (iii) a copy of effecting the resolutions of HIG Extension, executed by the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, Selling Insurers and the transactions contemplated therebyapplicable CPRE Entities; (viii) all corporate records, board minutes copies of the Books and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; andRecords; (ix) such affidavits or certifications in form and substance reasonably satisfactory to TRM as are necessary to exempt the assignment or transfer of the Transferred Assets pursuant to this Agreement or any of the Ancillary Agreements from the provisions of section 1445 of the Code; (x) the CastlePoint Guaranty in the form set forth at Exhibit B executed by CPH; and (xi) a true and complete copy of the Stock Purchase Agreement, including all exhibits, schedules and other documents ancillary materials, as Top Favour and/or then in effect, executed by each of the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.parties thereto. 118

Closing Deliveries. At On the date of the Exchange Closing, Ableauctions and/or the Ableauctions Shareholders parties shall have delivered or caused to be delivered to Top Favour and make the Top Favour Shareholders the followingfollowing deliveries: (i) this Agreement Beasleys shall make the following deliveries to SYFS: (A) Certificate or certificates representing the Shares, accompanied by duly executed by Ableauctions stock powers or otherwise duly endorsed and the Ableauctions Shareholdersin proper form for transfer to SYFS; (iiB) letter Certificate executed on behalf of resignation from Ableauctions’ current sole officer, with his resignation Beasleys stating that the representations and warranties set forth in Section 11 are true and correct as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to AbleauctionsExchange Closing; and (ixC) such Any other documents as Top Favour and/or the Top Favour Shareholders that SYFS may reasonably request in connection with the transactions to be effected at and as of the date of the Exchange Closing. (ii) SYFS shall make the following deliveries to Beasleys: (A) Certified copy of any filing or filings made with the Secretary of State of the State of Florida to document the relative rights and preferences of the Series A Preferred Shares; (B) Certificate or certificates representing all the Series A Preferred Shares to be issued to the Beasleys upon conversion of the Shares; (C) Certificate of good standing for SYFS issued by the Secretary of State of the State of Florida as of a recent date acceptable to Beasleys; (D) Certified resolutions adopted by its Board of Directors authorizing and approving the relative rights and preferences of the Series A Preferred Shares and the consummation of all the transactions contemplated herebyto be effected at the Exchange Closing; (E) Certificate executed on behalf of SYFS stating that the representations and warranties set forth in Section 10 are true and correct as of the date of the Exchange Closing and stating that the conditions set forth in Section 12(a) of this Agreement have been satisfied; (F) Any other documents that Beasleys may reasonably request in connection with the transactions to be effected at and as of the date of the Exchange Closing; (G) Payment of all amounts due under the Note by cash or other good funds acceptable to Beasleys; and (H) Payment of expenses incurred by Beasleys in connection with this Agreement by cash or other good funds as directed by Beasleys.

Closing Deliveries. At the Closing, (a) Buyers will pay the Purchase Price to Sellers; (b) Sellers will endorse and deliver to Buyer any certificates of title necessary to effect or record the transfer of any Assets for which ownership is evidenced by a certificate of title (each of which is listed on Schedule 1.7(b)); (c) Sellers will execute and deliver to Buyer a Xxxx of Sale conveying the Assets to Buyer, Ableauctions and/or in the Ableauctions Shareholders shall have delivered or caused form attached hereto as Exhibit G; (d) Sellers and Buyer will execute and deliver to be delivered each other an Assignment of Patents conveying the Seller Patents included within the Assets, in the form attached hereto as Exhibit H1 and an Assignment of Patent Applications conveying the patent applications included within the Assets in the form attached hereto as Exhibit H2; (e) Sellers and Buyer will execute and deliver to Top Favour each other an Assignment of Marks conveying the Seller Marks included within the Assets, in the form attached hereto as Exhibit I; (f) Sellers and Buyer will execute and deliver to each other an Assignment of Copyrights conveying the Top Favour Shareholders Seller Copyrights included within the following:Assets, in the form attached hereto as Exhibit J; (g) Sellers and Buyer will execute and deliver to each other an Assignment of Intellectual Property conveying the Intellectual Property included within the Assets other than Listed Intellectual Property (as defined in Section 2.16(a)), in the form attached hereto as Exhibit K; (h) Buyer and Sellers will execute and deliver to each other an Assignment and Assumption Agreement evidencing the assumption by Buyer of the Assumed Liabilities, in the form attached hereto as Exhibit L; (i) this Agreement duly executed by Ableauctions Buyer will execute and deliver an assumption agreement in the Ableauctions Shareholdersform attached hereto as Exhibit M pursuant to which Buyer assumes indemnification obligations under Citadel’s engagement letter with ThinkEquity Partners LLC; (iij) letter Buyer and Sellers will execute and deliver an Assignment of resignation from Ableauctions’ current sole officerDomain Names, with his resignation in the form attached hereto as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingExhibit N; (iiik) letter the Sellers will execute and deliver to Buyer such other assignments, releases, consents to assignment and other instruments of resignation of Ableauctions’ current directorssale, with the resignation of such directors conveyance, assignment, assumption and transfer satisfactory in form and in substance to take effect immediatelyBuyer as reasonably requested by Buyer in order to convey to Buyers all right, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 title and interest in and to the shareholders of Ableauctions; (iv) resolutions duly adopted by Assets in the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of manner provided for in this Agreement; b. (l) Sellers will deliver to Buyer the Acquisition originals or copies of all of Sellers’ books, records, ledgers, disks, proprietary information and other data included within the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto Assets and all other documents, instruments and writings required pursuant written or electronic depositories of information relating to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, Assets and the transactions contemplated thereby; (viii) all corporate recordsBusiness, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents including a “snap shot” copy in a format reasonably requested by Top Favour’s representatives with respect to AbleauctionsBuyer of all data stored by Sellers using Sellers’ Softrax software; and (ixm) such other the Buyers and the Sellers will execute and deliver the documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.required to be delivered by each of them pursuant to Article V.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Seller shall have delivered deliver, or caused cause to be delivered delivered, to Top Favour and the Top Favour Shareholders Buyer the following: (i) this an Assignment and Conveyance Agreement duly executed by Ableauctions Seller, substantially in the form attached hereto as Exhibit A, whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the Ableauctions ShareholdersCompany Interests, subject to the terms contained herein and therein; (ii) letter of resignation from Ableauctions’ current sole officeran Assignment and Assumption Agreement duly executed by Seller, with his resignation substantially in the form attached hereto as Exhibit B, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingPermitted Encumbrances; (iii) letter of resignation of Ableauctions’ current directorsan SPA and R&W Policy Assignment Agreement duly executed by Seller, with substantially in the resignation of such directors to take effect immediatelyform attached hereto as Exhibit C, other than Xxxxx Xxxxx, whose resignation which sets forth the terms and conditions under which Seller shall be effective on the expiration assign and Buyer shall accept Seller’s rights under each of the 10 calendar day period following Purchase Agreements and Seller’s rights and obligations under the date R&W Policy with respect to each of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsPurchase Agreements; (iv) resolutions a letter agreement duly adopted executed by Seller relating to certain delivery requirements under each Company’s Governing Instruments, substantially in the Board of Directors of Ableauctions approving the following events form attached hereto as Exhibit D1, Exhibit D2 or actionsExhibit D3, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions properly executed statement from Seller (or the appropriate parent Affiliate, if Seller is disregarded as an entity separate from its jurisdiction of incorporation, dated not earlier than five (5) days prior to parent for federal income tax purposes on the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions), dated as of the Closing Date, certifying as in the form reasonably acceptable to Buyer that meets the requirements of Section 1.1445-2(b)(2) promulgated under the Code; (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (iivi) a copy certificate duly executed by the Secretary or an Assistant Secretary of the Certificate of Incorporation and By-Laws of AbleauctionsSeller, as in effect on and dated as of the Closing Date, and (iii) a copy of in customary form, attesting to the resolutions of the Board board of Directors managers, board of Ableauctions directors or similar governing body of Seller authorizing the execution and approving Ableauctions’ execution, delivery of this Agreement and performance the Operative Documents to which the Seller is a party and the consummation of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated hereby and thereby; (viii) all corporate records, board minutes and resolutions, tax certifying that such resolutions were duly adopted and financial records, agreements, seals and any other information have not been rescinded or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsamended as of the Closing Date; and (ixvii) such other documents instruments and agreements as Top Favour and/or the Top Favour Shareholders Parties may reasonably request in connection with mutually agree are necessary or appropriate to consummate the transactions contemplated herebyin this Agreement. (b) At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) payment of the Purchase Price in accordance with Section 2.2; (ii) an Assignment and Conveyance Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit A whereby Seller shall convey and transfer to Buyer all of Seller’s right, title and interests in and to the Company Interests, subject to the terms contained herein and therein; (iii) an Assignment and Assumption Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit B, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept and assume the Assumed Liabilities, subject to Permitted Encumbrances; (iv) an SPA and R&W Policy Assignment Agreement duly executed by Buyer, substantially in the form attached hereto as Exhibit C, which sets forth the terms and conditions under which Seller shall assign and Buyer shall accept Seller’s rights under each of the Purchase Agreements and Seller’s rights and obligations under the R&W Policy with respect to each of the Purchase Agreements; (v) a letter agreement duly executed by Buyer relating to certain delivery requirements under each Company’s Governing Instruments, substantially in the form attached hereto as Exhibit D1, Exhibit D2 or Exhibit D3, as applicable; (vi) a certificate duly executed by the Secretary or an Assistant Secretary of Buyer, dated as of the Closing Date, in customary form, attesting to the resolutions of (i) the Conflicts Committee approving the transactions contemplated by this Agreement and the Operative Documents and (ii) the Buyer Parent GP Board authorizing the execution and delivery of this Agreement and the Operative Documents to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; and (vii) such other instruments and agreements as the Parties may mutually agree are necessary or appropriate to consummate the transactions contemplated in this Agreement.

Closing Deliveries. At closing, Meditrust shall deliver to Sunrise all reasonable documentation (in form and substance reasonably acceptable to Sunrise and Meditrust) required to transfer and convey the ClosingLeases and Mortgages to Sunrise, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: including, without limitation: (i) this Agreement duly executed by Ableauctions and a deed with respect to each property subject to the Ableauctions Shareholders; Leases, in substantially the same form as the applicable deed conveying such property to Meditrust, (ii) letter an assignment of resignation from Ableauctions’ current sole officerMeditrust's interest in and to the Leases and related lease documents, with his resignation no representation from Meditrust other than as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions set forth in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; Paragraph 7 hereof, (iii) letter an assignment of resignation of Ableauctions’ current directors, the Mortgages and related loan documents in recordable form with the resignation of such directors to take effect immediately, no representation from Meditrust other than Xxxxx Xxxxxas set forth in Paragraph 7 hereof, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery original Note and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman original Mortgage with respect to each of the board of directors to serve on Ableauctions board of directorsMortgages, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior Meditrust with respect to the Closing Date; status of each of the Leases and Mortgages, including the outstanding obligations or balance relating thereto, the date through which each has been paid, and a statement of any default of which Meditrust is aware, (vi) an instruction letter signed by a FIRPTA certificate, (vii) originals of any guarantees, pledge assignments, and other documentation executed and delivered in connection with the President Leases and Mortgages, (viii) reasonable evidence of Ableauctions addressed authority of the officer executing the documents on behalf of Meditrust and (ix) the original owner's and lender's policies of title insurance insuring Meditrust with respect to Ableauctions’ transfer agent of recordthe Leases and Mortgages, respectively. At closing, Sunrise will deliver to Meditrust all reasonable documentation (in a form and substance reasonably acceptable to Top Favour Sunrise and consistent with Meditrust) required to assume Meditrust's obligations under the terms of this AgreementLeases and Mortgages including, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to without limitation: (i) an assumption of Meditrust's interest in and to the incumbency of officers of Ableauctions executing this Agreement Leases and all exhibits and schedules hereto and all the other related lease documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy an assumption of Meditrust's obligations under the Certificate of Incorporation Mortgages and By-Laws of Ableauctions, as related loan documents in effect on and as of the Closing Date, recordable form and (iii) a copy reasonable evidence of authority of the resolutions officer executing the documents on behalf of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebySunrise.

Closing Deliveries. (a) At the Merger Closing, Ableauctions and/or in exchange for the Ableauctions Shareholders Old Notes and the Old Warrants held by the Mandatory Participants and the Electing Optional Participants, which shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingRoweCom for cancellation: (i) this Agreement duly RoweCom will deliver to each Mandatory Participant and Electing Optional Participant a New Note, executed by Ableauctions RoweCom, in the principal amount set forth next to such Mandatory Participant's or Electing Optional Participant's name on Exhibit A or Exhibit B, respectively, and pay to each Mandatory Participant and Electing Optional Participant all accrued and unpaid interest on the Ableauctions Shareholders;Old Note held by such Mandatory Participant or Electing Optional Participant, as the case may be, through the date which the Merger Closing occurs. (ii) letter divine will deliver to each Mandatory Participant and Electing Optional Participant (A) a New Warrant, executed by divine, to purchase the number of resignation from Ableauctions’ current sole officershares of Class A Common Stock of divine set forth next to such Mandatory Participant's or Electing Optional participant's name on Exhibit A or Exhibit B, with his resignation as respectively, at an exercise price per share equal to all the Incentive Exercise Price, and (B) an Inventive Warrant, executed by divine, to purchase the number of shares of Class A Common Stock of divine set forth next to such Mandatory Participant's or Electing Optional Participant's name on Exhibit A or Exhibit B, respectively, at an exercise price per share equal to the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing;Incentive Exercise Price. (iii) RoweCom will deliver to Zero Stage Capital VI, L.P., as agent for the Mandatory Participants and the Electing Optional Participants (the "Agent"), an irrevocable letter of resignation of Ableauctions’ current directorscredit issued by LaSalle National Bank, with N.A., in the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on form attached hereto as Exhibit G (the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions;"LOC"). (iv) resolutions duly adopted divine will deliver to the Agent a guaranty, executed by divine, in the form attached hereto as Exhibit H (the "Guaranty"). (b) At the Merger Closing, in exchange for the Old Notes and Old Warrants held by the Board Non-Electing Optional Participants which shall be delivered to RoweCom for cancellation: (i) RoweCom will pay to each Non-Electing Optional Participant the outstanding principal amount of Directors the Old Note held by such Non-Electing Optional Participant and all accrued and unpaid interest on such Old Note through the date on which the Merger Closing occurs. (ii) divine will deliver to each Non-Electing Optional Participant a New Warrant, executed by divine, to purchase the number of Ableauctions approving shares of Class A Common Stock of divine set forth next to such Non-Electing Optional Participant's name on Exhibit B at an exercise price per share equal to $0.52. (iii) At the following events or actionsMerger Closing, in exchange for the Old Warrants held by the Warrantholder which shall be delivered to RoweCom for cancellation, divine will deliver to each Warrantholder a New Warrant, executed by divine, to purchase the number of shares of Class A Common Stock of divine set forth next to such Warrantholder's name on Exhibit C at an exercise price per share equal to $0.52. (c) At the Merger Closing, each Holder shall deliver to RoweCom the Old Notes and/or the Old Warrants, as applicable: a. , together with any instruments of assignment requested by divine or RoweCom necessary to transfer the executionOld Notes and/or Old Warrants, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors applicable, to serve on Ableauctions board of directors, effective on the Closing DateRoweCom, and the appointment of designees of Mr. Lv as additional directors take all actions necessary to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President release and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior terminate any security interests granted to the Closing Date; (vi) an instruction letter signed by Holders or any of them, to secure the President obligations of Ableauctions addressed RoweCom or any of its subsidiaries under the Old Notes including but not limited to Ableauctions’ transfer agent the execution and delivery of recordsuch UCC-3 termination statements, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders each case as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary divine or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders RoweCom may reasonably request in connection with the transactions contemplated herebyrequest.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Rollover Holder shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders the followingMerger Sub: (i) this Agreement duly executed by Ableauctions certificates evidencing ownership under applicable Law of the Company Exchange Shares, with appropriate stock powers or other instruments of transfer and the Ableauctions Shareholdersrequisite tax stamps attached and properly signed; (ii) letter a certificate of resignation from Ableauctions’ current sole officer, with his resignation as to all an authorized officer of the offices he currently holds Rollover Holder or, in the case the Rollover Holder is a natural person, of the Rollover Holder, stating that (A) the representations and warranties of the Rollover Holder in this Agreement and the Stockholder Agreement to which the Rollover Holder is a party are true and correct at and as of the date hereof and at and as of the Closing Date as though made as of the Closing Date and (B) the Rollover Holder has performed and complied in all material respects with Ableauctions each of the covenants and agreements required to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration performed by it under this Agreement or fees of whatever nature the Stockholder Agreement to be effective upon closingwhich the Rollover Holder is a party at or prior to the Closing; (iii) letter of resignation of Ableauctions’ current directorsa duly completed and executed IRS Form W-9 (or, with if the resignation of such directors to take effect immediatelyRollover Holder is a non-U.S. person, other than Xxxxx Xxxxxa duly completed and executed IRS Form X-0XXX, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsX-0XXX-X, X-0XXX or W-8IMY, as appropriate); (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all such other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation certificates as Parent and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders Merger Sub may reasonably request in connection with the transactions contemplated herebyby this Agreement; and (v) a certificate of an authorized officer of each Securityholder party to a Stockholder Agreement that is not also party to a Rollover Agreement (an “Applicable Stockholder”) or, in the case the Applicable Stockholder is a natural person, of the Applicable Stockholder, stating that (A) the representations and warranties of the Applicable Stockholder in such Person’s Stockholder Agreement are true and correct at and as of the date of such Stockholder Agreement and at and as of the Closing Date as though made as of the Closing Date and (B) the Applicable Stockholder has performed and complied in all material respects with each of the covenants and agreements required to be performed by it under such Stockholder Agreement at or prior to the Closing. (b) At the Closing, Merger Sub shall deliver to the Rollover Holder: (i) evidence of registration of the Parent Exchange Shares in book-entry form in the name of the Rollover Holder; and (ii) such other documents, instruments and certificates as the Rollover Holder may reasonably request in connection with the transactions contemplated by this Agreement. (c) At the Closing, Parent shall deliver to the Rollover Holder: (i) a certificate of an authorized officer of Parent stating that (A) the representations and warranties of Parent and Merger Sub in this Agreement (x) other than Section 2.1(d) are true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the date hereof and true and correct in all respects at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such date) and (y) in Section 2.1(d) are true and correct in all but de minimis respects at and as of the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of a specified date, in which case only as of such date) and (B) Parent and Merger Sub have performed and complied in all material respects with each of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; and (ii) such other documents, instruments and certificates as the Rollover Holder may reasonably request in connection with the transactions contemplated by this Agreement.

Closing Deliveries. At Seller shall execute and deliver into escrow at least one (1) day prior to Closing with respect to the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: Property: (i) this Agreement duly executed by Ableauctions a Grant, Bargain and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws Sale Deed in the form agreed by the parties; d. fixing the number of authorized directors set forth on the board of directors at seven Exhibit "B" hereto (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve “Deed”) which shall include a specific deed restriction on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on condominium conversion for eight (8) years from the date the resignation last certificate of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. occupancy was issued for the appointment of the following persons Property and as officers of Ableauctions, effective on the Closing Date, with the titles more fully set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”)therein, (ii) a copy Xxxx of Sale in the Certificate form set forth on Exhibit "C" hereto (“Xxxx of Incorporation Sale”), (iii) an Assignment of Service Contracts (for any service contracts which may be assumed by Buyer and By-Laws which Buyer elects to assume prior to the Approval Date) in the form set forth on Exhibit "D" hereto (“Assignment of AbleauctionsService Contracts”), (iv) an Assignment of Leases in the form set forth on Exhibit "E" hereto (“Assignment of Leases”), (v) a FIRPTA Affidavit, (vi) an updated rent roll certified as in effect on true, correct, and complete as of Closing by Seller, (vii) affidavits in customary form reasonably acceptable to Title Company (as defined below) to enable Title Company to delete the standard exceptions relating to mechanics' liens, parties in possession and the creditor's right exclusion and other exceptions and exclusions from the title insurance policy to be issued at Closing Dateand to issue endorsements as requested by Buyer, (viii) a Tenant’s Notice in the form set forth on Exhibit "F" hereto, (ix) tax certificates and/or other reasonable assurances of payment under Nevada Revised Statutes (“NRS”) 360.525, and if Seller fails to do so, Buyer will withhold such amounts from the Purchase price until such certificates and/or assurances are provided to Buyer’s satisfaction, and (iiix) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information documents or documents instruments reasonably requested by Top Favour’s representatives with respect Buyer, Title Company and/or Escrow Agent or as otherwise necessary to Ableauctionsclose the escrow and consummate the purchase of the Property, all in form and substance reasonably satisfactory to Buyer, Title Company and Escrow Agent. At Closing Seller will also deliver to Buyer all original lease and rental agreements, files and records relating to the Property and all other elements of the Property. Buyer shall execute and deliver into escrow at least one (1) day prior to Closing: (a) a counterpart of the assignment of Service Contracts; and (ixb) such a counterpart of the Assignment of Leases; and (c) any other documents or instruments reasonably requested by Seller or Escrow Agent, all in form and substance reasonably satisfactory to Buyer and Escrow Agent. Additionally, Seller and Buyer shall execute and deliver a State of Nevada Declaration of Value listing the Purchase Price Allocation attributable to the real property and improvements located thereon as Top Favour and/or the Top Favour Shareholders may reasonably request in connection purchase price and submit the same for recording with the transactions contemplated herebyDeed. Seller, at its cost and expense, shall terminate prior to Closing all management and leasing agreements and all Service Contracts Buyer does not elect to assume.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Administrative Agent shall have delivered or caused received each of ------------------ the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and each Bank and each of which shall, unless otherwise indicated, be delivered to Top Favour and dated the Top Favour Shareholders the followingEffective Date: (ia) this Agreement duly executed by Ableauctions a Note payable to the order of each Bank (as applicable), each in the amount of such Bank's Commitment after giving effect to the Assignment and Acceptance Agreements referenced in the Ableauctions Shareholdersrecitals hereto; (iib) letter of resignation from Ableauctions’ current sole officerMortgages duly executed and delivered by Borrower, together with his resignation as such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to all of Administrative Agent, pursuant to which Borrower shall grant to Administrative Agent a first and prior Lien, subject only to Permitted Encumbrances, in and to the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingUnocal Properties; (iiic) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration a copy of the 10 calendar day period following the date Restated Certificate of the mailing Incorporation and all amendments thereto, of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted Borrower accompanied by the Board of Directors of Ableauctions approving the following events or actionsa certificate that such copy is true, as applicable: a. the execution, delivery correct and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Datecomplete, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Effective Date; a. , issued by the appropriate Governmental Authority of the jurisdiction of incorporation of Borrower, and accompanied by a certificate of the Secretary or comparable Authorized Officer of AbleauctionsBorrower that such copy is true, dated as of correct and complete on the Closing Effective Date, certifying as to ; (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (iid) a copy of the Certificate bylaws of Incorporation Borrower, and By-Laws all amendments thereto, accompanied by a certificate of Ableauctionsthe Secretary or comparable Authorized Officer of Borrower that such copy is true, as in effect on correct and complete as of the Closing Date, date hereof; (e) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the existence of Borrower and to the effect that Borrower is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (iiif) a copy certificate of incumbency of all officers of Borrower (to the extent a party to any Loan Paper) who will be authorized to execute or attest to any Loan Paper, dated the date hereof, executed by the Secretary or comparable Authorized Officer of Borrower; (g) copies of resolutions or comparable authorizations approving the First Amendment, the Mortgages and the other Loan Papers executed in connection with the First Amendment and authorizing the transactions contemplated by this First Amendment and the other Loan Papers, duly adopted by the Board of Directors or comparable governing authority of Borrower accompanied by certificates of the Secretary or comparable officer of Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the Bylaws or other charter documents of Borrower) by the unanimous written consent of the Board of Directors or comparable governing authority of Ableauctions authorizing Borrower, and approving Ableauctions’ executionthat such resolutions constitute all the resolutions adopted with respect to such transactions, delivery have not been amended, modified, or revoked in any respect, and performance are in full force and effect as of the Transaction Documentsdate hereof; (h) an opinion of Xxxxxx & Hanger, L.L.P., special counsel for Borrower, dated the date hereof, favorably opining as to the enforceability of this First Amendment and each of the other Loan Papers and otherwise in form and substance satisfactory to Administrative Agent and Banks; (i) an opinion of Loomis, Ewert, Parsley, Xxxxx & Gotting, special Michigan counsel to Administrative Agent, favorably opining as to such matters as Administrative Agent or Banks may request; (j) such UCC-11 search reports as Administrative Agent shall require, prepared as of a date not more than twenty (20) days prior to the Effective Date, conducted in such jurisdictions and reflecting such names as Administrative Agent shall request; (k) a Certificate of Ownership Interests signed by an Authorized Officer of Borrower in the form of Exhibit G attached to the Credit Agreement --------- (with applicable conforming changes relevant to the Unocal Properties and the Unocal Acquisition); (l) a copy of each Unocal Acquisition Document and all matters other material documents, instruments and agreements executed and/or delivered by Borrower in connection with the Transaction DocumentsUnocal Acquisition Agreement and the closing of the Unocal Acquisition, together with a certificate from an Authorized Officer of Borrower certifying that (A) such copies are accurate and complete and represent the complete understanding and agreement of the parties with respect to the subject matter thereof, and (B) subject only to the transactions contemplated therebyincrease in the Borrowing Base and funding in connection therewith and herewith, the Unocal Acquisition has been consummated on the terms set forth in such Unocal Acquisition Documents; (viiin) all corporate recordsa report or reports in form, board minutes scope and resolutionsdetail acceptable to Administrative Agent and Banks setting forth the results of a review of the Unocal Properties and other operations, tax which report(s) shall not reflect the existence of facts or circumstances which would constitute a material violation of any Applicable Environmental Law or which are likely to result in a material liability to any Credit Party, and/or otherwise reveal any conditions or circumstances which would reflect that the representations and financial records, agreements, seals and warranties contained in Section 9.14 of the Credit Agreement (after giving effect to the Unocal Acquisition) are inaccurate in any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsrespect; and (ixo) such other documents documents, instruments, agreements and actions as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebybe required by Administrative Agent and each Bank.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Sellers shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement duly executed a Certificate of Good Standing for the Company issued by Ableauctions and the Ableauctions ShareholdersIllinois Secretary of State not more than 30 days prior to Closing; (ii) letter a certified copy of resignation from Ableauctions’ current sole officer, with his resignation as to all resolutions adopted by the shareholders and board of directors of the offices he currently holds with Ableauctions to be effective upon Closing Company authorizing the execution and confirming that he has no claim against Ableauctions in respect delivery of any outstanding remuneration or fees of whatever nature to be effective upon closingthis Agreement and the transactions contemplated hereby; (iii) letter assignment of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration any agreements of the 10 calendar day period following Company relating to the date business of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsCompany and any consents required for such assignments; (iv) resolutions certificates representing the Seller Shares, which shall be duly adopted endorsed in blank, or accompanies by the Board of Directors of Ableauctions approving the following events or actionsstock powers duly endorsed in blank, as applicable: a. the execution, delivery and performance of this Agreementin proper form for transfer; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate shareholder agreement between the Company and all of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to shareholders executed by each Seller in the Closing Dateform attached hereto as EXHIBIT A; (vi) an instruction letter signed by a license agreement in substantially the President of Ableauctions addressed form attached hereto as EXHIBIT B wherein the Company agrees to Ableauctions’ transfer agent of record, in a form reasonably acceptable license to Top Favour and consistent with the terms of this Agreement, instructing Purchaser the transfer agent right to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in use the names of the Top Favour Shareholders Intellectual Property (as set forth in Annex Ihereinafter defined); (vii) a shareholder list of Ableauctions an irrevocable lease-purchase agreement in substantially the form attached hereto as certified by Ableauctions’ Secretary or transfer agentEXHIBIT C wherein after Purchaser agrees to lease from Cybervault Properties, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of AbleauctionsLLC and Illinois Information Management, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement LLC certain real property and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyintellectual property; (viii) an irrevocable lease-purchase agreement in substantially the form attached hereto as EXHIBIT D wherein after Purchaser agrees to lease from the Company the IT Assets (as hereinafter defined); (ix) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsschedules referenced in this Agreement; and (ixx) such other documents as Top Favour and/or the Top Favour Shareholders may be reasonably request in connection with necessary to carry out the transactions contemplated herebyby this Agreement. (b) At Closing, Purchaser shall deliver to Sellers: (i) the Merger Consideration; (ii) a Certificate of Good Standing for Purchaser issued by the Illinois and Delaware Secretaries of State not more than 30 days prior to Closing; (iii) a certified copy of resolutions adopted by the shareholders and board of directors of Purchaser authorizing the execution and delivery of this Agreement and the transactions contemplated herein; (iv) an employment agreement in substantially the form attached hereto as EXHIBIT E for continued employment with the Purchaser for each member of the Company's management team so designated by the Company prior to the Closing; and (v) such other documents as may be reasonably necessary to carry out the transactions contemplated by this Agreement.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Investor will pay the Stock Purchase Price in cash by wire transfer of immediately available funds to an account designated upon by the Company at least ten Business Days prior to the Closing. At the Closing, the parties shall have delivered make, execute, acknowledge and deliver, or caused cause to be made, executed, acknowledged and delivered through one or more third parties as may be applicable, the following legal documents and other items (collectively, the “Closing Documents”) necessary to Top Favour carry out the intention of this Agreement and the Top Favour Shareholders other transactions contemplated to take place in connection therewith at the followingClosing: (ia) this Agreement duly executed Share certificates, evidence of delivery of uncertificated shares of Class A Common Stock by Ableauctions and book-entry or other evidence of the Ableauctions Shareholdersissuance of Class A Common Stock to the Investor; (iib) letter of resignation from Ableauctions’ current sole officer, with his resignation The Registration Rights Agreement between the Investor and the Company substantially in the form attached hereto as to all of Exhibit A (the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing“Registration Rights Agreement”); (iiic) The Investor shall have executed and delivered a letter to the Company setting forth certain representations and undertakings related to the Investor’s ownership of resignation Class A Common Stock in a form reasonably acceptable to the board of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following Company and which allows the date board of directors of the mailing of Company to reasonably conclude that the Schedule 14f-1 to ownership waiver and Excepted Holder Limit (as defined in the shareholders of AbleauctionsCompany’s Charter) described in Section 2.4(d) will not jeopardize the Company’s status as a REIT under the Code, and make the other determinations required by the Charter in connection with granting such waiver and Excepted Holder Limit; (ivd) resolutions duly adopted Based on the shareholder representation letter described in Section 2.4(c), the board of directors of the Company shall have granted an exception to the Aggregate Share Ownership Limit set forth in the Charter, providing the Investor requiring such an exception with an Excepted Holder Limit as is necessary for the Investor to own shares of Class A Common Stock without a violation of the Aggregate Share Ownership Limit set forth in the Charter; and (e) If requested by the Board Company, on the one hand, or the Investor, on the other hand, each party hereto shall provide to the requesting party a certified copy of Directors of Ableauctions approving the following events all appropriate corporate resolutions or actions, as applicable: a. company actions authorizing the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms such party of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, any related documents and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request listed in connection with the transactions contemplated herebythis Section 2.4.

Closing Deliveries. At (a) On or prior to the Closing, Ableauctions and/or the Ableauctions Shareholders Company shall have delivered issue, deliver or caused cause to be delivered to Top Favour and each Stockholder the Top Favour Shareholders following (the following:“Company Deliverables”): (i) this Except for those original stock certificates that are delivered to the Escrow Agent (as such term is defined in the Merger Agreement) pursuant to the terms and conditions of the Merger Agreement duly executed by Ableauctions and the Ableauctions ShareholdersEscrow Agreement (as such term is defined in the Merger Agreement), original stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares acquired by the Stockholders hereunder, each registered in the name of applicable Stockholder (the “Stock Certificates”); (ii) letter the Commitment Consideration, to the Stockholders in accordance with the Backstop Securities Percentage, by wire transfer of resignation from Ableauctionsimmediately available funds to the account or accounts designated in writing by such Stockholders to the Company on or prior to the Closing; provided, however, that if the full Face Amount up to the Backstop Cap is issued and the Company does not have cash available to pay the Commitment Consideration in full at Closing (such amount is referred to as the “Commitment Consideration Shortfall”), the Company shall issue to the Stockholders additional shares of Series A Preferred Stock subject to the requirement that the Stockholders’ current sole officer, with his resignation aggregate ownership (after first taking into account any Backstop Securities issued at the Closing) is below the Series A Issuance Cap (such number of shares of Series A Preferred Stock shall be calculated by dividing (A) the Commitment Consideration Shortfall by (B) the Series A Original Issue Price (as defined in the Certificate of Designations)) and thereafter shall issue to all the Stockholders additional shares of Series B Preferred Stock (such number of shares of Series B Preferred Stock shall be calculated by dividing (A) the Commitment Consideration Shortfall by (B) the Series B Original Issue Price (as defined in the Certificate of Designations)) until such time as the aggregate value of the offices he currently holds with Ableauctions cash and Shares delivered to be effective upon Closing and confirming that he has no claim against Ableauctions the Stockholders in respect of any outstanding remuneration or fees the Commitment Consideration is equal to the amount of whatever nature to be effective upon closingthe Commitment Consideration; (iii) letter of resignation of Ableauctions’ current directorsthe Support Consideration, to the Stockholders in accordance with the resignation Backstop Securities Percentage, by wire transfer of immediately available funds to the account or accounts designated in writing by such directors Stockholders to take effect immediatelythe Company on or prior to the Closing; provided, other than Xxxxx Xxxxxhowever, whose resignation that if the full Face Amount up to the Backstop Cap is issued and the Company does not have cash available to pay the Support Consideration in full at Closing (such amount is referred to as the “Support Consideration Shortfall”), the Company shall issue to the Stockholders additional shares of Series A Preferred Stock subject to the requirement that the Stockholders’ aggregate ownership (after first taking into account any Backstop Securities issued at the Closing and any shares of Series A Preferred Stock issued pursuant to Section 2.2(a)(ii)) is below the Series A Issuance Cap (such number of shares of Series A Preferred Stock shall be effective on calculated by dividing (A) the expiration Support Consideration Shortfall by (B) the Series A Original Issue Price) and thereafter shall issue to the Stockholders additional shares of Series B Preferred Stock (such number of shares of Series B Preferred Stock shall be calculated by dividing (A) the Support Consideration Shortfall by (C) the Series B Original Issue Price) until such time as the aggregate value of the 10 calendar day period following cash and Shares delivered to the date Stockholders in respect of the mailing Support Consideration is equal to the amount of the Schedule 14f-1 to the shareholders of AbleauctionsSupport Consideration; (iv) resolutions duly adopted by a legal opinion of Company Counsel, dated as of the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery Closing Date and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed attached hereto as Exhibit C, executed by such counsel and addressed to the partiesStockholders; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a copy of a certificate issued by the Secretary of good standing for Ableauctions from its jurisdiction State of incorporation, dated not earlier than five (5) days prior to the Closing DateState of Delaware evidencing the filing of the Certificate of Designations in the State of Delaware; (vi) an instruction letter signed duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour Transfer Agent and consistent with the terms of this Agreement, delivered at Closing instructing the transfer agent Transfer Agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names deliver, on an expedited basis following any subsequent conversion of the Top Favour Shareholders as set forth in Annex IShares, a certificate evidencing a number of shares of Common Stock equal to (A) the number of shares of Series A Preferred Stock that such Stockholder has converted divided by (B) the Series A Original Issue Price; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctionsthe Company, dated as of the Closing Date, (A) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (B) certifying the current versions of the certificate of incorporation and bylaws of the Company, each, as amended and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iviii) a certificate evidencing the incumbency incorporation and good standing of officers the Company issued by the Secretary of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documentsState of the State of Delaware, instruments and writings required pursuant as of a date within three (3) Business Days prior to this Agreement the Closing Date; and (the “Transaction Documents”ix) an updated Schedule 3.1(g), (ii) a copy of the Certificate of Incorporation which shall be true and By-Laws of Ableauctions, as correct in effect on and all respects as of the Closing Date, and (iii) the Stockholder Representative shall have received a copy certificate signed by an authorized officer of the resolutions Company, dated as of the Board of Directors of Ableauctions authorizing Closing Date, to the foregoing effect, certifying that such updated Schedule 3.1(g) is true and approving Ableauctions’ execution, delivery and performance correct as of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyClosing Date.

Closing Deliveries. At The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Cooley Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 a.m. California time on the date hereof. The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date." Contemporaneously with the Closing, Ableauctions and/or : the Ableauctions Shareholders shall have delivered or caused first Key Employee identified in Schedule 3 is executing and delivering to be delivered Purchaser an offer letter with Purchaser with respect to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation terms of such directors Person's employment after the Closing; each Key Employee is entering into a Non-Competition Agreement in favor of Purchaser; each Continuing Employee is executing and delivering to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery Purchaser an Indemnification and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws Post-Closing Payment Agreement in the form agreed to by Purchaser (the parties; d. fixing "Indemnification and Post-Closing Payment Agreement"); the number Shareholders' Agent and the other parties to the Escrow Agreement are executing and delivering the Escrow Agreement; the Shareholders' Agent is delivering the Tax Reporting Documentation (as defined in the Escrow Agreement); each officer and director of authorized directors the Company and each shareholder of the Company holding at least 3% of the issued Company Share Capital as of the Closing Date (calculated on an as-converted-to-ordinary share basis) is executing and delivering to Purchaser a Release (the "Release") in the form agreed to by Purchaser; each Person accepting an offer of employment from Purchaser or one of its Affiliates, including the Company, and each employee of the Acquired Companies, is executing and delivering to Purchaser the standard Proprietary Information and Inventions Agreement (the "PIIA") of Parent (as defined below); the Secretary of the Company is executing and delivering to Purchaser a certificate attaching and certifying as to the Company's current Incorporation Documents (as defined below) and the resolutions of the Company's board of directors at seven (7); e. approving this Agreement and the appointment of Jianhua Lv as Chairman transactions contemplated hereby; all directors of the Company (other than Xxxxxxx Xxxxxx and Xxxxx Xxxxxx) are executing and delivering to Purchaser resignations, effective as of the Closing Date; the Company is delivering the Draft Audited Financial Statements (as defined below); BCM Xxxxx Xxxxxxx is executing and delivering to Purchaser a legal opinion in the form agreed to by Purchaser; each Selling Shareholder (other than the Management Company) is executing and delivering to Purchaser (or to Xxxxxxxx Xxxxxx Xxxxxxxx at 00 Xxxxxxx Xxxxxx, Dublin 2, Ireland, on behalf of Purchaser): (A) duly executed share transfers in respect of the Shares owned by such Selling Shareholder, together with the relevant share certificates in respect thereof (or, in the case of any lost or damaged share certificates, an indemnity, in form satisfactory to Purchaser); and (B) a Form W-9 (if such Selling Shareholder is a U.S. resident) or a Form W-8 (if such Selling Shareholder is not a U.S. resident); the Management Company is executing and delivering to Purchaser: (A) duly executed share transfers in respect of the Shares held by the Management Company as nominee for the Former Option Holders, together with the relevant share certificates in respect thereof; and (B) a Form W-8; the Company is delivering to Purchaser duly executed share transfers in respect of the shares in the Subsidiaries of the Company that are not registered in the name of an Acquired Company, together with the relevant share certificates in respect thereof; the Company is delivering to Purchaser, in relation to each of the Acquired Companies, the statutory books, records and registers (complete and written up to the date of Closing), the common seal and the original Incorporation Documents (as defined below); the Secretary of Purchaser is executing and delivering to the Shareholders' Agent a certificate attaching and certifying as to the resolutions of Purchaser's board of directors approving this Agreement and the transactions contemplated hereby; the Company is delivering to serve Purchaser an estoppel certificate, dated as of a date not more than five days prior to the Closing Date and reasonably satisfactory in form and content to Purchaser, executed by Cisco Systems Internetworking (Ireland) Limited; the Company is delivering to Purchaser agreements, in form and content reasonably satisfactory to Purchaser, terminating or amending those agreements identified in Schedule 1.3(b)(xviii); the Company is delivering to Purchaser the Disclosure Schedule; the Company is delivering to the Purchaser: (A) written acknowledgments from the Company Counsel and any financial advisor, accountant or other Person who performed services for or on Ableauctions board behalf of directorsthe Acquired Companies, effective or who is otherwise entitled to any compensation from the Acquired Companies, in connection with this Agreement or any of the transactions contemplated by this Agreement, acknowledging: (1) the total amount of fees, costs and expenses of any nature that is payable or was paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement (which amount shall include a reasonable amount for the fees and expenses that such Person expects to incur following the Closing); and (2) that, other than the amounts described in clause "(1)" above, it is not (and will not be) owed any other amount by any of the Acquired Companies with respect to this Agreement or the transactions contemplated by this Agreement; (B) invoices approved by the Company with respect to any fees, costs or expenses referred to in clause "(A)" of this sentence paid or payable for services rendered prior to the Closing; and (C) a reasonably detailed statement describing the services that relate to the reasonable amount for the fees and expenses that such Person expects to incur following the Closing; the Company is delivering to Purchaser a letter agreement, duly executed by IBM Business Consulting Services, with respect to the matters referred to in Section 5.6; and the Company is delivering to Purchaser, duly executed Consents, under the Contracts (including the Grants) identified on Schedule 1.3(b)(xxii). With respect to all Selling Shareholders and Persons described in clause "(xx)" of Section 1.3(b) who deliver to Purchaser's outside legal counsel, Xxxxxx Godward LLP, by 5:00 p.m. California time on the Closing Date, all duly executed and the appointment of designees of Mr. Lv as additional directors properly completed agreements, documents and instruments required to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment be so executed and delivered in accordance with Section 1.3(b), Purchaser shall cause to be transmitted within 72 hours of the following persons Closing Date, by wire transfer of immediately available funds to the account set forth on Schedule 1.3(c), an amount equal to the portion of the Initial Consideration to which such Selling Shareholders are entitled as officers described in Column 6 of AbleauctionsSchedule 1, effective plus the portion, if any, of the Initial Consideration to which such Persons described in clause "(xx)" of Section 1.3(b) are entitled to receive (or amounts otherwise payable by the Company to such Persons) in respect of fees, costs and expenses for services rendered prior to the Closing and not theretofore paid (it being understood and agreed by each such Selling Shareholder and other Person that after Purchaser transmits such wire transfer to the account set forth on Schedule 1.3(c), Purchaser shall no longer have any Liability with respect to such payments and such Selling Shareholders and other Persons shall look only to BCM Xxxxx Xxxxxxx for the payment of their portion of the Initial Consideration). The Selling Shareholders further agree to the provisions set forth in Schedule 1.3(c)(A). With respect to any Selling Shareholder or Person described in clause "(xx)" of Section 1.3(b) who, after 5:00 p.m. on the Closing Date, delivers to Purchaser's outside legal counsel, Cooley Godward LLP, all duly executed and properly completed agreements, documents and instruments required to be so executed and delivered in accordance with Section 1.3(b), Purchaser shall cause to be transmitted or delivered, as the titles set forth opposite his name (case may be, on the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman later of the Board Xx Xxx Chief Financial Officer15th calendar day following the Closing Date or the 15th calendar day following the date on which Purchaser's outside legal counsel receives all of such agreements, Treasurer documents and Secretary instruments: (vi) an amount equal to the portion of the Initial Consideration to which such Selling Shareholder is entitled as described in Column 6 of Schedule 1; and (ii) an amount equal to the portion, if any, of the Initial Consideration to which such Persons described in clause "(xx)" of Section 1.3(b) are entitled to receive (or amounts otherwise payable by the Company to such Persons) in respect of fees, costs and expenses for services rendered prior to or following the Closing and not theretofore paid. Any amounts in excess of $100,000 payable pursuant to the immediately preceding sentence shall be paid by wire transfer of immediately available funds to an account designated by the applicable Selling Shareholder or other Person in a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated writing delivered to Purchaser (or if the applicable Selling Shareholder or other Person has not earlier than five (5) days so delivered wire transfer instructions prior to the Closing Date; (vi) an instruction letter signed time payment is due, then such amount shall be paid by check mailed to such Selling Shareholder or other Person at the President of Ableauctions addressed address set forth for such Selling Shareholder in Schedule 1 or to Ableauctions’ transfer agent of record, the address designated by such other Person in a form reasonably acceptable writing delivered to Top Favour Purchaser), and consistent with the terms any amounts of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered $100,000 or less payable pursuant to this Agreement registered in the names of immediately preceding sentence shall be paid by check mailed to the Top Favour Shareholders as applicable Selling Shareholder or other Person at the address set forth for such Selling Shareholder in Annex I; (vii) a shareholder list of Ableauctions as certified Schedule 1 or to the address designated by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request Person in connection with the transactions contemplated herebya writing delivered to Purchaser.

Closing Deliveries. At (a) Prior to or at the Closing, Ableauctions and/or the Ableauctions Shareholders Sellers (as applicable) shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement stock certificate(s) representing all of the Subject Ferrous Shares, together with stock transfer powers duly executed by Ableauctions endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the Ableauctions Shareholderstransfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to stock certificates representing all of the offices he currently holds Subject Harbinger Blocker Shares, together with Ableauctions stock transfer powers duly endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to be effective upon Closing and confirming that he has no claim against Ableauctions in respect enable Purchaser to record the transfer of such shares to Purchaser on the books of such entity or any outstanding remuneration or fees of whatever nature to be effective upon closingapplicable Governmental Authority; (iii) letter stock certificates representing all of resignation the Blue Line Direct ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of Ableauctions’ current directors, with transfer and such other approvals or instruments as may be required to enable Purchaser to record the resignation transfer of such directors shares to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective Purchaser on the expiration books of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctionssuch entity or any applicable Governmental Authority; (iv) resolutions stock certificates representing all of the Blue Line Blocker Shares, together with stock transfer powers duly adopted by endorsed in blank or other appropriate instruments of transfer and such other approvals or instruments as may be required to enable Purchaser to record the Board transfer of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors such shares to Purchaser on the board books of directors at seven (7)such entity or any applicable Governmental Authority; e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate if applicable, stock certificates representing all of good standing for Ableauctions from its jurisdiction the Subject Class VI ACDL Shares, together with stock transfer powers duly endorsed in blank or other appropriate instruments of incorporation, dated not earlier than five (5) days prior transfer and such other approvals or instruments as may be required to enable Purchaser to record the Closing Datetransfer of such shares to Purchaser on the books of such entity or any applicable Governmental Authority; (vi) an instruction letter signed a written assignment by each Seller to Purchaser of any rights of such Seller under any and all subscription agreements, stock purchase agreements, stockholders agreements, investor rights agreement, registration rights agreement or similar agreement to the President of Ableauctions addressed extent the same relate to Ableauctions’ transfer agent of recordthe Subject Shares sold, in a form reasonably acceptable assigned, transferred and conveyed to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered Purchaser pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex IAgreement; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctionsan officer’s certificate, dated as of the Closing Date, certifying duly executed by an authorized officer of each Seller (as to (i) itself), relating to the incumbency satisfaction of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”Closing conditions set forth in Sections 11.2(a), (iib) and (d); (viii) a copy of the Certificate of Incorporation and By-Laws of Ableauctionssecretary’s certificate, as in effect on and dated as of the Closing Date, duly executed by an authorized officer of each Seller, certifying: (A) the incumbent officers of such Seller; and (iiiB) a copy of the resolutions of the Board board of Directors directors or similar governing body of Ableauctions authorizing and such Seller approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyTransactions; (viiiix) all corporate recordsthree (3) counterpart signature pages to each Related Agreement not previously executed and delivered, board minutes duly executed and resolutionsdelivered by Sellers and/or their Affiliates, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsthe extent such Person is a party thereto; and (ixx) a certificate (or certificates) in form and substance reasonably satisfactory to the Purchaser, in compliance with Treasury Regulations Section 1.1445-2(c)(3) (and including documentation of the filing of any notice required under Treasury Regulations Section 1.897-2(h)(2)), certifying that the purchase of Blue Line Blocker Shares (and the stock of each other U.S. corporation) contemplated by this Agreement is exempt from withholding under Section 1445 of the Code. (b) Prior to or at the Closing, Purchaser shall deliver or cause to be delivered to Sellers: (i) share certificate(s) representing the Purchaser Ordinary Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Ordinary Share Consideration”); (ii) share certificate(s) representing the Class A Preference Shares being issued to each Seller as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered in the name of such Seller (collectively, the “Purchaser Preference Share Consideration”); (iii) share certificate(s) representing in the aggregate one hundred Class B Preference Shares as part of the consideration for the transfer to Purchaser of the Subject Shares, as more particularly set forth in Section 2.4, registered as follows: 56 shares in the name of Harbinger Master; 30 shares in the name of Harbinger Special Situations; and 14 shares in the name of Blue Line; (iv) an officer’s certificate, dated as of the Closing Date, duly executed by an authorized officer of Purchaser, relating to the satisfaction of the Closing conditions set forth in Sections 11.1(a), (b) and (d); (v) a secretary’s certificate, dated as of the Closing Date, duly executed by the Secretary of Purchaser, certifying: (A) the incumbent officers of Purchaser; and (B) resolutions of the board of directors or similar governing body of Purchaser approving the Transactions and the Preference Share Resolutions; and (vi) three (3) counterpart signature pages to each Related Agreement not previously executed and delivered, duly executed by each party thereto other documents as Top Favour and/or than Sellers or its Affiliates. (c) At the Top Favour Shareholders may reasonably request in connection with Closing, Purchaser shall pay or cause to be paid the transactions contemplated herebyTransaction Expenses to the Persons entitled thereto at the Closing by wire transfer of immediately available funds to an account designated by such Persons prior to the Closing.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Sellers shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement a duly executed plan of conversion (the “Texas Plan of Conversion”) and related certificate of conversion of a Texas corporation converting to a Delaware corporation (such certificate, the “Texas Conversion Certificate), file stamped by Ableauctions the Secretary of State of the State of Texas, and such other documents and agreements as may be required under the Ableauctions ShareholdersTexas Business Organizations Code to effect the conversion of the Company to a corporation incorporated under the laws of the state of Delaware as of the Conversion Effective Time, which plan, certificate and other documents and agreements shall have terms and provisions reasonably acceptable to the Purchaser; (ii) letter a duly executed certificate of resignation from Ableauctions’ current sole officerincorporation (the “Delaware Certificate of Incorporation”) and certificate of conversion to corporation (such certificate of conversion, with his resignation as to all the “Delaware Corporate Conversion Certificate”), each file stamped by the Secretary of State of the offices he currently holds with Ableauctions State of Delaware, and such other documents and agreements as may be required under the Delaware General Corporation Law to be effective upon Closing effect the Delaware Incorporation as of a date and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature time not later than the Conversion Effective Time, which certificates and other documents and agreements shall have terms and provisions reasonably acceptable to be effective upon closingthe Purchaser; (iii) letter a duly executed certificate of resignation formation (the “Delaware Certificate of Ableauctions’ current directorsFormation”) and certificate of conversion to limited liability company (such certificate of conversion, the “Delaware Conversion Certificate”; and together with the resignation Texas Conversion Certificate and Delaware Corporate Conversion Certificate, the “Conversion Certificates”), each file stamped by the Secretary of State of the State of Delaware, and such directors other documents and agreements as may be required under the Delaware Limited Liability Company Act to take effect immediately, other the Conversion as of the date and time set forth in such certificates (which date and time shall not be later than Xxxxx Xxxxx, whose resignation shall be effective a time immediately prior to the time of the Closing on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 thereof (such date and time, “Conversion Effective Time”)), which certificates and other documents and agreements shall have terms and provisions reasonably acceptable to the shareholders of AbleauctionsPurchaser; (iv) resolutions duly adopted to the extent requested by the Board of Directors of Ableauctions approving Purchaser, certificates evidencing the following events Units, duly endorsed in blank, or actionsaccompanied by stock powers duly executed in blank, as applicable: a. in form satisfactory to the execution, delivery and performance of this AgreementPurchaser; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate signed by the Company and the Sellers certifying as to the matters set forth in Section 10.01(a); (vi) a copy of good standing for Ableauctions the Escrow Agreement duly executed by the Company and the Sellers’ Representative; (vii) from its jurisdiction each Seller, a certification of incorporationnon-foreign status under Treasury Regulations section 1.1445-2(b) in a form reasonably acceptable to the Purchaser; and (viii) such other instruments and certificates as may be reasonably requested by the Purchaser. (b) At the Closing, dated not earlier than five the Purchaser shall deliver or cause to be delivered: (5i) to the Sellers’ Representative, the Adjusted Purchase Price by wire transfer in immediately available funds; (ii) to the Sellers’ Representative, a certificate signed by the Purchaser certifying as to the matters set forth in Section 9.01(a); (iii) to the Sellers’ Representative, a copy of the Escrow Agreement duly executed by the Purchaser; (iv) to the Escrow Agent, in accordance with the Escrow Agreement, the Escrow Funds by wire transfer in immediately available funds to the account designated therefor in the Escrow Agreement; and (v) such other instruments and certificates as may be reasonably requested by the Company. Payment of the Adjusted Purchase Price among the Sellers shall be as set forth in a schedule prepared by the Sellers’ Representative and furnished to the Purchaser at least two business days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Ableauctions and/or Seller shall deliver to Pure Cycle the Ableauctions Shareholders shall have delivered following documents or caused to be delivered to Top Favour and the Top Favour Shareholders the followinginstruments properly executed, and, where necessary, acknowledged by a notary: (i) this Agreement duly executed by Ableauctions and The certificate or certificates for the Ableauctions Shareholders; (ii) letter shares of resignation from Ableauctions’ current sole officer, with his resignation as to all of Fort Lyon Canal Company representing the offices he currently holds with Ableauctions to Water Rights or if certificates cannot reasonably be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated provided as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement then stock powers for such shares (the “Transaction DocumentsFLCC Certificates or Stock Powers”), ; (ii) a copy of The certificate or certificates for the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and shares representing the LAWMA Rights or if certificates cannot reasonably be provided as of the Closing Date, and then stock powers for such shares (the “LAWMA Certificates or Stock Powers”); (iii) a copy The certificate or certificates or, if applicable, other appropriate instruments representing the Wheat Ridge Mutual Ditch Company shares or if certificates cannot reasonably be provided as of the resolutions Closing Date, then stock powers for such shares; (iv) The certificate or certificates or other appropriate instruments, if applicable, representing the May Valley Water Association shares or if certificates cannot reasonably be provided as of the Board of Directors of Ableauctions authorizing Closing Date, then stock powers for such shares; (v) The Seller Pledge Agreement and approving Ableauctions’ execution, delivery and performance of stock transfer powers with respect to the Transaction Documents, all matters in connection with pledged Shares; (vi) Special warranty deeds (the Transaction Documents, “Property Deeds”) conveying the Property (other than water xxxxx and the transactions contemplated therebyMineral Rights) to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in writing; (vii) Special warranty deeds (the “Mineral Deeds”) conveying the Mineral Rights to Pure Cycle and warranting title subject only to Permitted Liens and Liens otherwise accepted by Pure Cycle in accordance with Section 7.8; (viii) all corporate recordsA settlement statement prepared by the Title Company (the “Settlement Statement”); (ix) The Title Company’s unconditional written undertaking to issue the owner’s title policy, board minutes insuring fee simple title to the Property in Pure Cycle in accordance with the Title Commitments, subject only to the Permitted Liens and resolutionsLiens otherwise accepted by Pure Cycle in accordance with Section 7.8 (the “Title Company Undertaking”); (x) The Pure Cycle Pledge Agreement; (xi) Certificates representing the shares of capital stock of Xxxxxxx Enterprises, tax Inc. and financial records, agreements, seals and any other information or documents reasonably requested stock powers transferring such shares to Pure Cycle; (xii) Quit claim deeds to the water xxxxx listed on Schedule 2.7 (the “Quit Claim Xxxxx”) (each of which was acquired by Top Favour’s representatives with respect to AbleauctionsSeller by quit claim deed); and (ixxiii) such other documents Such assignments, consents, instruments and agreements as Top Favour and/or are required or contemplated herein, or as Pure Cycle or the Top Favour Shareholders Title Company may reasonably request require to effect the transactions contemplated hereby, including without limitation those affidavits and agreements sufficient to enable the Title Company to delete the standard exceptions (to the extent contemplated by Article VII) from the Title Commitments. (b) At the Closing, Pure Cycle shall deliver to Seller the following documents or instruments properly executed, and, where necessary, acknowledged by a notary: (i) A letter of transmittal issued by Pure Cycle to Pure Cycle’s transfer agent dated as of the Closing Date directing the issuance of the Shares in the name of the Seller in two certificates, each representing one-half of the Shares (the “Transfer Agent Letter”); (ii) The Settlement Statement; (iii) Such consents, instruments and agreements as are required or contemplated herein, or as Seller or the Title Company may reasonably require to effect the transactions contemplated hereby, including without limitation those affidavits and agreements sufficient to enable the Title Company to delete the standard exceptions (to the extent contemplated by Article VII) from the Title Commitments; (iv) The certificate or certificates representing the Fort Lyon Canal Company shares pledged pursuant to the Pure Cycle Pledge Agreement; (v) The Pure Cycle Pledge Agreement; (vi) The Seller Pledge Agreement; and (vii) The Tap Participation Fees in respect of the Water Taps described on Schedule 2.5(b) for which Pure Cycle has received payment prior to the Closing. (c) Pure Cycle shall pay all recording fees and documentary fees required in connection with the transactions contemplated herebydelivery and recording of the Deeds. Seller shall pay all recording fees required in connection with the recording of releases of any existing encumbrances. The parties shall each pay one-half of any Title Company escrow or closing fees, and the parties shall pay the other costs of title insurance premiums and expenses in accordance with Section 7.4. Pure Cycle shall pay the transfer fees imposed by the Fort Lyon Canal Company in connection with the transfer of the Water Rights.

Closing Deliveries. At the (a) On or prior to each Closing, Ableauctions and/or the Ableauctions Shareholders Company shall have delivered issue, deliver or caused cause to be delivered to Top Favour and each Purchaser (other than the Top Favour Shareholders Converting Holders with respect to Section 2.2(a)(ii) – (iv)) the following:following (the “Company Deliverables”): (i) book entry evidence of the Shares or a copy of the stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by the Purchasers hereunder to be registered in the names provided by the Purchasers as set forth on the Stock Certificate Questionnaire attached as Exhibit A-2 hereto (the “Stock Certificates”), with the original Stock Certificates, if the Shares will be represented by stock certificates instead of book entry evidence, to be delivered to the addresses provided by the Purchasers on such Stock Certificate Questionnaires within five Business Days following the Closing. Upon closing of the Merger, the Shares purchased pursuant to this Agreement will be treated as Innovate Common Stock (as defined in the Merger Agreement), which will be converted into Monster Common Stock in accordance with the terms of the Merger Agreement; (ii) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingCompany; (iii) letter a Warrant registered in the name of resignation such Purchaser to purchase up to a number of Ableauctions’ current directorsshares of Common Stock equal to 20% of the number of Shares purchased for cash by such Purchaser, pursuant to this Agreement (excluding all Shares issued in respect of the conversion of Convertible Notes and any Shares issued or issuable pursuant to any Warrant), such Warrant having a per share exercise price equal to $1.2011 per Share, subject to adjustment therein (such Warrant may be delivered within three Trading Days of the applicable Closing Date). The Warrants issued pursuant to this Agreement will constitute Innovate Warrants (as defined in the Merger Agreement), and will be converted into warrants to purchase Monster Common Stock in accordance with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration terms of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsMerger Agreement; (iv) resolutions duly adopted 90–day Lock-Up Agreements executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman each of the board of officers and directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and SecretaryCompany; (v) a certificate the Declaration of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to Registration Rights Agreement substantially in the Closing Dateform attached hereto as Exhibit E duly executed by the Company; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Company’s Secretary of Ableauctions(the “Secretary’s Certificate”), dated as of the Closing Date, (A) certifying the resolutions adopted by the Company’s Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (B) certifying the current versions of the Company’s certificate of incorporation and bylaws (as the same may have been amended between the date hereof and the Closing Date) and (C) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit C; (ivii) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement a certificate (the “Transaction DocumentsCompliance Certificate”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and dated as of the Closing Date, Date and (iii) a copy signed by an authorized officer of the resolutions Company, certifying to the fulfillment of the Board of Directors of Ableauctions authorizing conditions specified in Sections 5.1(a) and approving Ableauctions’ execution, delivery and performance of 5.1(b) in the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby;form attached hereto as Exhibit D; and (viii) all corporate recordsa certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Delaware, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; andas of a date within five days of the Closing Date. (ixb) On or prior to the applicable Closing, each Purchaser (other than Converting Holders) shall deliver or cause to be delivered to the Company (the “Purchaser Deliverables”), a fully completed and duly executed Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2, respectively. (c) At least 2 days before each Closing Date, each Purchaser (other than Converting Holders) shall deliver its Actual Cash Subscription Amount in United States dollars and in immediately available funds by wire transfer to the following Escrow Account: PNC Bank 300 Xxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 ABA #: 000000000 Account Number: 5605012373 Account Name: Delaware Trust Company FFC: Innovate Biopharmaceuticals, Inc. Acct #: 79-3232 (MUST INCLUDE SUBSCRIBER’S NAME) provided that if the Closing or Merger is not consummated by 5:00 p.m., New York City time, on the Outside Date, as defined in the Merger Agreement, upon request by a Purchaser (other than Converting Holders), the Company shall, within three (3) Business days thereof, return, or cause to be returned, the Actual Cash Subscription Amount (in United States dollars and in immediately available funds by wire transfer) paid by such other documents Purchaser to an account specified by such Purchaser. (d) On or prior to the Closing, each Placement Agent shall deliver or cause to be delivered to the Company, a fully completed and duly executed Placement Agent Questionnaire in the form attached hereto as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.Exhibit B.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders The Borrower shall have delivered or caused furnished to be delivered to Top Favour and the Top Favour Shareholders Agent with sufficient copies for the followingLenders: (i) this Agreement duly executed Copies of the articles or certificate of incorporation or organization of the Borrower, each Guarantor and Cherokee Partners, together with all amendments, and a certificate of good standing, each certified by Ableauctions and the Ableauctions Shareholders;appropriate governmental officer in its jurisdiction of incorporation as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower or any Guarantor as required by Section 326 of the USA PATRIOT ACT. (ii) letter of resignation from Ableauctions’ current sole officerCopies, with his resignation as to all certified by the Secretary or other Authorized Officer of the offices he currently holds with Ableauctions to be effective upon Closing Borrower, each Guarantor and confirming that he has no claim against Ableauctions in respect Cherokee Partners, of its Operating Agreement, by-laws and of its Board of Directors' resolutions and of resolutions or actions of any outstanding remuneration other body authorizing the execution of the Loan Documents to which the Borrower or fees of whatever nature to be effective upon closing;each Guarantor or Cherokee Partners is a party. (iii) letter An incumbency certificate, executed by the Secretary or other Authorized Officer of resignation the Borrower, each Guarantor and Cherokee Partners, which shall identify by name and title and bear the signatures of Ableauctions’ current directorsthe Authorized Officers and any other officers of the Borrower, with each Guarantor and Cherokee Partners authorized to sign the resignation of Loan Documents to which the Borrower, such directors to take effect immediatelyGuarantor or Cherokee Partners is a party, other than Xxxxx Xxxxx, whose resignation upon which certificate the Agent and the Lenders shall be effective on entitled to rely until informed of any change in writing by the expiration Borrower, such Guarantor or Cherokee Partners. (iv) A certificate, signed by the Chief Financial Officer of the 10 calendar day period following Borrower, stating that on the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events initial Advance no Default or actions, as applicable: a. the execution, delivery Unmatured Default has occurred and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretaryis continuing. (v) a certificate A written opinion of good standing for Ableauctions from its jurisdiction of incorporationthe Borrower's counsel, dated not earlier than five (5) days prior addressed to the Closing Date;Agent and Lenders in substantially the form of Exhibit A-1, and written opinions of the Collateral Agent's local counsel, addressed to the Collateral Agent in substantially the form of Exhibit A-2. (vi) an instruction letter signed Any Notes requested by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered Lender pursuant to this Agreement registered in Section 2.13 payable to the names order of the Top Favour Shareholders as set forth in Annex I;each such requesting Lender. (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10The Mortgages to be executed on the Closing Date pursuant to Section 5.1(a) days of the Closing Date; a. a certificate Senior Revolving Credit Agreement, duly executed and delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, tax affidavits and applicable department of revenue documentation, creating first and prior Liens in the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby;Required Reserves Value. (viii) the Equityholders Pledge Agreement duly executed and delivered by (1) Cherokee Partners, and (2) each member of the Quest Group (other than QRC), together with (a) all corporate recordscertificates (or other evidence acceptable to Agent) evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of Borrower of every class, board minutes which certificates shall be duly endorsed or accompanied by appropriate stock powers (as applicable) executed in blank, and resolutions(b) such other agreements and writings, tax and financial recordsincluding, agreementswithout limitation, seals and any other information or documents UCC-1 financing statements as reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.Agent

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused (a) The agreement of each Lender to be delivered to Top Favour enter into this Agreement and the Top Favour Shareholders other Transaction Documents entered into as of the followingdate hereof and consenting to the AMT Transaction, are subject to the satisfaction of the following conditions precedent: (i) this Agreement Borrowers shall deliver, or cause to be delivered, to Agent on the Closing Date the following items, each in form and substance satisfactory to Agent and its counsel and each duly executed (where indicated) by Ableauctions the parties thereto: A. Fourth Amended and Restated Revolving Note for each Lender; B. Fourth Amended and Restated Term Note for each Lender; C. Fourth Amended and Restated Swingline Note; D. Amended and Restated Pledge Agreement in the Ableauctions Shareholdersform attached hereto as Exhibit L ("Pledge Agreement") and related stock certificates and stock powers; E. Secretary's Certificate of each Borrower, including constituent documents, good standing certificates, and resolutions and consents acceptable to the Agent in its reasonable discretion; F. Officer's Certificate as to accuracy of representations and warranties and stating that no event has occurred since December 31, 2012 that has caused a Material Adverse Effect; G. BH Acquisition Agreement, and all ancillary and related documents; H. Legal opinion of counsel to Borrowers; I. A written Borrowing Notice for the Term Loan Upsize and any borrowing under the Revolving Loans to be made as of the Closing Date; J. Officer's Certificate attaching (A) pro forma projections for Borrowers on a combined basis, and (B) a pro forma financial covenant calculation for the Borrowers, following the consummation of the AMT Transaction; K. The year-to-date, interim financial statements for Borrower; and L. Such additional documents, instruments and certificates as Agent and its counsel shall require. (ii) letter of resignation from Ableauctions’ current sole officer, The BH Acquisition shall be completed substantially simultaneously with his resignation as to all the Closing Date and in accordance with the terms and conditions of the offices he currently holds with Ableauctions BH Acquisition Agreement, and there shall have been no amendments or other modifications to be effective upon Closing and confirming such document other than those that he has no claim against Ableauctions have been approved by the Agent in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingwriting; (iii) letter All governmental and third party approvals necessary or, in the discretion of resignation of Ableauctions’ current directorsthe Agent, advisable in connection with the resignation AMT Transaction and transactions contemplated by this Agreement and the continuing operations of such directors to take effect immediatelyeach Borrower and its Subsidiaries as presently conducted shall have been obtained and be in full force and, other than Xxxxx Xxxxxand all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, whose resignation shall be effective prevent or otherwise impose adverse conditions on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsAMT Transaction; (iv) resolutions duly adopted by the Board Payment of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery all fees and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors expenses due on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (v) No Material Adverse Effect shall have occurred since Borrowers delivered their most recent audited financial statements to Agent pursuant to Section 8.1(a) hereof; (vi) an instruction letter signed by No Default or Event of Default shall have occurred and be continuing or would occur as a result from the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I;AMT Transaction; and (vii) a shareholder list All representations and warranties of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated Borrowers in Article VI shall be true and correct in all respects as of the Closing Date, certifying except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date. (b) As a condition to any increase in the Total Revolving Credit Commitment or the Term Loan Amount and the making of any Incremental Loan in accordance with Section 2.3: (i) Borrowers shall deliver, or cause to be delivered, to Agent such resolutions, certificates, new Revolving Notes, Term Notes and Incremental Loan Amendments as the incumbency of officers of Ableauctions executing this Agreement Agent may request in its discretion, each in form and all exhibits substance satisfactory to Agent and schedules hereto its counsel and all other documents, instruments and writings required pursuant to this Agreement each duly executed (where indicated) by the “Transaction Documents”), parties thereto; (ii) Any Eligible Financial Institution providing an Incremental Loan shall deliver to the Agent such Incremental Loan Amendments or joinders hereto as the Agent may request in its discretion for such Eligible Financial Institution to become a copy "Lender" for all purposes under this Agreement; (iii) All representations and warranties of the Certificate of Incorporation Borrowers in Article VI shall be true and By-Laws of Ableauctions, as correct in effect all material respects on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) Borrowers shall have complied with all of its covenants set forth in this Agreement to have been complied with prior to the Closing Datetime of such increase; (v) No Event of Default shall have occurred and be continuing or would occur as a result of such increase; (vi) No Material Adverse Effect shall have occurred since Borrowers delivered their most recent audited financial statements to Agent pursuant to Section 8.1(a) hereof; (vii) Borrowers shall have delivered to the Agent and the Lenders a compliance certificate for the most recent Fiscal Quarter end preceding such Increase Effective Date for which financial statements are available demonstrating, in form and substance reasonably satisfactory thereto compliance on a pro forma basis (iii) a copy as of the resolutions of Increase Effective Date and after giving effect to the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters Incremental Loans) with each covenant contained in connection with the Transaction Documents, and the transactions contemplated thereby;Section 9.10; and (viii) all corporate recordsAll required fees and expenses shall have been paid to Agent and Lenders, board minutes as agreed at the time of such increase or Incremental Loan among the Agent, the Lenders party thereto, and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyBorrower.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Global Administrative Agent shall have delivered or caused received each of the following documents, instruments and agreements, each of which shall be in form and substance, and, as applicable, executed in such counterparts, as shall be acceptable to be delivered to Top Favour Global Administrative Agent and the Top Favour Shareholders the followingLender: (a) a fully executed copy of the BBC Acquisition Agreement and all other material documents, instruments and agreements executed and/or delivered by any Loan Party in connection with the BBC Acquisition Agreement and the closing of the BBC Acquisition, together with a certificate from an Authorized Officer of Borrower certifying that (i) this such copies are accurate and complete and represent the complete understanding and agreement of the parties thereto, (ii) no material right or obligation of any party thereto has been modified, amended or waived, and (iii) subject only to the establishment of the Global Borrowing Base and U.S. Borrowing Base described in Section 2 hereof and the disbursement and application of proceeds in connection therewith and in connection with the Secured Bridge Note, the BBC Acquisition will be consummated on the terms set forth in the BBC Acquisition Agreement; (b) all environmental reports that Borrower has obtained in connection with the BBC Acquisition, which reports shall be reasonably acceptable to Global Administrative Agent and its counsel; (c) Mortgages and amendments to Mortgages duly executed and delivered by Borrower or, as applicable, Storm Cat Powder River, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 and UCC-3 financing statements, in form and substance satisfactory to Global Administrative Agent, pursuant to which, among other things, (17) Borrower or, as applicable, Storm Cat Powder River, shall grant to Global Administrative Agent a first and prior Lien, subject only to Permitted Encumbrances, in and to the BBC Assets constituting Borrowing Base Properties, and (18) the existing Mortgages shall be amended to evidence and reflect the Secured Bridge Note; (d) the Confirmation and Ratification Agreement duly executed and delivered by Ableauctions and the Ableauctions Shareholderseach Loan Party; (iie) letter of resignation opinions dated the Effective Date, addressed to Global Administrative Agent and all Lenders from Ableauctions’ current sole officer(19) Xxxxx & Xxxxxxx L.L.P., with his resignation as counsel to all of the offices he currently holds with Ableauctions to be effective upon Closing Parent and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; Borrower, and (iii20) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws local counsel in the State of Wyoming, in each case in form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors and substance acceptable to serve on Ableauctions board of directors, effective on the Closing Date, Global Administrative Agent and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectiveits counsel; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (vf) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all such other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, agreements as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters Global Administrative Agent may reasonably require in connection with the Transaction Documents, this First Amendment and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders County shall have delivered deliver, or caused cause to be delivered delivered, to Top Favour the Buyer each of the following, each of which shall be in form and content reasonably acceptable to Buyer, the County, and their respective counsel: (i) the Purchased Assets; (ii) a General Assignment and Bill of Sale respecting the Plant and Equipment and the Top Favour Shareholders Wastewater Collection System in substantially the form of Exhibit B attached hereto (the “Bill of Sale”) duly executed by the County; (iii) a Deed for the Owned Real Property in substantially the form of Exhibit C attached hereto (the “Deed”), duly executed by the County; (iv) an Assignment and Assumption Agreement respecting the Assumed Contracts and the Permits and the County's rights with respect to the Customers and Suppliers and the Easements in substantially the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”), duly executed by the County; (v) a Residuals Management Agreement in substantially the form of Exhibit E attached hereto (the “Residuals Management Agreement”), duly executed by the County; (vi) a confirmatory amendment to the Franchise Agreement acknowledging the Closing and the transfer of the Purchased Assets, and the resultant extension of the Franchise and the Franchise Area to include the Service Area, all as contemplated in the Franchise Agreement and the Letter of Intent. (vii) all original certificates of title, manufacturer’s statements of origin, bills of sale or other similar title documents for the Plant and Equipment that are in the possession of the County, duly endorsed for transfer, provided that if the County shall be unable to deliver to the Buyer any original certificate of title, manufacturer’s statement of origin, bill of sale or other similar title document in respect of any Plant, Property and Equipment included in the Purchased Assets, the County will deliver a bill of sale or similar title document to the Buyer, in form and substance satisfactory to the Buyer in its sole discretion, with respect to each such item of Plant and Equipment or cooperate with the Buyer’s reasonable requests to obtain any replacement certificate of title or similar title document; (viii) all Permits listed on Schedule 2.1(f), to the extent transferable; (ix) all Required Consents (as defined below in Section 8.4) to be obtained or made by the County; (x) a correct and complete list of the Customers of the County as of the Closing Date; (xi) the certificates required by Sections 9.1 and 9.2; (xii) a certificate evidencing the approval by the Commissioners of the County of the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby; (xiii) duly executed payoff letters or release letters in respect of the Indebtedness of the County as of the Closing from all the lenders thereof, all in form and substance reasonably acceptable to the Buyer (the “Payoff Letters”); (xiv) duly executed UCC-3 termination statements, lien releases or such other release and termination instruments (or copies thereof), as the Buyer shall reasonably request with respect to any and all Liens on the Purchased Assets, including, without limitation, any and all Liens in respect of any Indebtedness to be paid off or refinanced at the Closing, in order to vest all right, title and interest in and to the Purchased Assets free and clear of all Liens; and (xv) such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. (b) At the Closing, the Buyer shall deliver, or cause to be delivered, each of the following: (i) this Agreement the Bill of Sale duly executed by Ableauctions and the Ableauctions ShareholdersBuyer; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing Assignment and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingAssumption Agreement duly executed by the Buyer; (iii) letter if the Buyer is to pay any amounts pursuant to Section 2.4(a) of resignation of Ableauctions’ current directorsthis Agreement, with the resignation of such directors to take effect immediatelyNAV Note, other than Xxxxx Xxxxx, whose resignation shall be effective on duly executed by the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsBuyer; (iv) resolutions the Residuals Management Agreement duly adopted executed by the Board Buyer; (v) the certificates required by Sections 8.1 and 8.2; (vi) a certificate signed by the Secretary or Assistant Secretary of Directors the Buyer certifying the truth and correctness of Ableauctions approving attached copies of the following events or actionscertificate of incorporation and bylaws, as applicable: a. and that the board of directors of the Buyer has approved the execution, delivery and performance of this Agreement; b. , the Acquisition Transaction Documents to which it is a party and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman consummation of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectivetransactions contemplated hereby; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (vvii) a certificate of good standing for Ableauctions from its jurisdiction of incorporationcertificate, dated not as of a date no earlier than five (5) three days prior to the Closing Date; (vi) an instruction letter signed , duly issued by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered applicable Governmental Authority in the names State of Delaware, showing that the Top Favour Shareholders as set forth Buyer is in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as good standing and authorized to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as do business in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyjurisdiction.

Closing Deliveries. At the ClosingClosing on the Closing Date: a. Seller shall sell, Ableauctions and/or the Ableauctions Shareholders shall have delivered assign, transfer and convey or caused cause to be delivered sold, assigned, transferred and conveyed, in each case, to Top Favour Buyer (or its designee) all of its right, title and interest in and to the Transferred Shares, free and clear of all Encumbrances, other than Permitted Share Encumbrances. Seller shall deliver to Buyer such documents or certificates as may be necessary or as Buyer may reasonably require to transfer or cause to be transferred to Buyer good title to the Transferred Shares, free and clear of all Encumbrances, other than Permitted Share Encumbrances, in form and substance reasonably acceptable to Buyer, and to assign to Buyer all of its right, title and interest in and to the Off-Take Agreement, the Executory Contracts, the Shareholders Agreement and the Top Favour Shareholders the followingLLC Agreement, including without limitation: (i) this Agreement certificates representing (A) the Transferred Shares that are certificated, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer, and (B) if such share is certificated, the quota share of DCBSRL owned and held in trust by Ableauctions Sxxxxxx Xxxxxxx, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer's designee; and the Ableauctions Shareholdersproper assignments of Transferred Shares that are not certificated and such quota share, if not certificated; (ii) letter certificates dated the Closing Date and validly executed by an officer of resignation from Ableauctions’ current sole officer, with his resignation as Seller to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming effect that he has no claim against Ableauctions the conditions set forth in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingSection 9 have been satisfied; (iii) letter a legal opinion of resignation in-house counsel to Seller, dated the Closing Date, addressed to Buyer, regarding the corporate authority of Ableauctions’ current directorsSeller to consummate the transactions contemplated by this Agreement, with in the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the form attached hereto as Schedule 14f-1 to the shareholders of Ableauctions4.2(a)(iii); (iv) resolutions duly adopted by the Board a legal opinion of Directors of Ableauctions approving the following events or actionsLex Caribbean, as applicable: a. the executionoutside counsel to Seller, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on dated the Closing Date, and addressed to Buyer, regarding the appointment of designees of Mr. Lv as additional directors transfer to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment Buyer of the following persons Transferred Shares, free and clear of all Encumbrances, other than Permitted Share Encumbrances, in the form attached hereto as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and SecretarySchedule 4.2(a)(iv); (v) a certificate legal opinion of good standing for Ableauctions from its jurisdiction of incorporationM. Xxxxx-Xxxxx & Co., outside counsel to Seller, dated not earlier than five (5) days prior to the Closing Date, addressed to Buyer, regarding the Transferred Subsidiaries' title to the Real Property, including without limitation, an opinion that no Encumbrances (other than Permitted Encumbrances) exist on the Real Property, in the form attached hereto as Schedule 4.2(a)(v); (vi) an instruction letter signed one or more assignment and assumption agreements executed by Seller, assigning to Buyer all of Seller's rights and obligations arising under the President of Ableauctions addressed to Ableauctions’ transfer agent of recordOff-Take Agreement, the Executory Contracts, the Shareholders Agreement and the LLC Agreement, in a the form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders attached hereto as set forth in Annex I;Schedule 4.2(a)(vi); and (vii) a shareholder list certified copy of Ableauctions the Sale Order. b. Buyer shall deliver to Seller: (i) the Closing Payment; (ii) certificates dated the Closing Date and validly executed by an officer of Buyer to the effect that the conditions set forth in Section 10 have been satisfied; (iii) one or more assignment and assumption agreements executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities, in the form attached hereto as certified by Ableauctions’ Secretary or transfer agentSchedule 4.2(a)(vi); and (iv) a legal opinion of in-house counsel to Buyer, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as addressed to (i) Seller, regarding the incumbency corporate authority of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant Buyer to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and consummate the transactions contemplated thereby;by this Agreement, in the form attached hereto as Schedule 4.2(b). (viii) c. Buyer shall pay all corporate recordsCure Amounts directly to such parties and in such amounts as set forth on the Disclosure Schedule, board minutes and resolutionsSection 5.18, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection accordance with the transactions contemplated herebywire instructions provided to Buyer at the Closing.

Closing Deliveries. (1) At the Time of Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (i1) this Agreement duly executed FUR shall pay the aggregate Purchase Price (the "Aggregate Purchase Price") for the Purchased Shares by Ableauctions delivery to Investco on behalf of the Vendors of a certified cheque or bank draft in immediately available Canadian funds in the amount of the Aggregate Purchase Price; and (2) each Vendor shall deliver to FUR: (1) an acknowledgement in writing of the receipt by Investco of any payment made pursuant to Section 4.3(a)(i) and that such delivery to Investco constitutes good delivery to such Vendor of the Ableauctions ShareholdersPurchase Price for the Purchased Shares being sold by such Vendor; (ii2) letter of resignation a representation and warranty in writing from Ableauctions’ current sole officer, with his resignation as to all such Vendor that the Vendor is then the registered and beneficial owner of the offices he currently holds with Ableauctions Purchased Shares to be effective upon Closing sold by it at the Time of Closing, free and confirming clear of any lien, charge, pledge, encumbrance, security interest, call, option or adverse claim, except to the extent the same exists pursuant to the provisions of this Agreement or the Deposit Agreement; and (3) a representation and warranty in writing from such Vendor that he has no claim against Ableauctions it is not a non-resident of Canada within the meaning of the Tax Act or, in lieu thereof, (I) a certificate obtained under section 116 of the Tax Act with a "certificate limit" not less than the Purchase Price of the Purchased Shares being sold by such Vendor or (II) a direction in writing by such Vendor to FUR to withhold from such Purchase Price any amount required to be withheld under the Tax Act and any applicable provincial tax statute in respect of any outstanding remuneration or fees the sale of whatever nature to be effective upon closingthe Purchased Shares by such Vendor; (iii3) letter at the time that each Vendor is required to deliver to FUR an acknowledgement in writing as described in Section 4.3(a)(ii)(A), Investco shall deliver to the Depositary (with an original executed copy being delivered to FUR) either: (1) confirmation in writing that Investco has received the Aggregate Purchase Price for the Purchased Shares; or (2) an irrevocable direction to the Depositary to the effect that the Depositary shall thereafter hold the Purchased Shares solely for and on behalf of resignation FUR; and (4) at the time that each Vendor is required to deliver to FUR an acknowledgement in writing as described in Section 4.3(a)(ii)(A), if at that time the conditions to the automatic termination of Ableauctions’ current directorsthis Agreement as set out in Section 10.8(b) have been satisfied, Investco shall deliver to the Trustee (with an original executed copy being delivered to FUR) written notice to the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following that this Agreement has been terminated in accordance with its terms. (2) From and after the date of the mailing delivery of such Immediate Put Notice, and even though the certificates representing the Purchased Shares may not have been delivered to FUR, the purchase and sale of the Schedule 14f-1 Purchased Shares shall be deemed to have been completed and all right, title, benefit and interest in and to the shareholders Purchased Shares shall be conclusively deemed to have been transferred and assigned to and become vested in FUR, in each case as at the date of Ableauctions; (iv) resolutions duly adopted by the Board Immediate Put Event, and all right, title, benefit and interest of Directors each Vendor or of Ableauctions approving any pledgee, transferee or other person claiming any interest therein or thereto through any Vendor shall cease, except that the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws Vendors shall retain a security interest in the form agreed Purchased Shares until the receipt by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman Investco of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment full amount of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyAggregate Purchase Price.

Closing Deliveries. (i) At the Closing, Ableauctions and/or the Ableauctions Shareholders Asset Purchaser shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders Agilysys LLC the following: (iA) this payment, by wire transfer to one or more bank accounts designated in writing by Agilysys LLC (such designation to be made by Agilysys LLC at least two business days prior to the Closing Date), an amount in immediately available funds equal, in the aggregate, to the Asset Purchase Price; and (B) a counterpart to the Xxxx of Sale and Assignment Agreement attached as Exhibit A hereto (the “Xxxx of Sale”), duly executed by Ableauctions and the Ableauctions Shareholders;Asset Purchaser. (ii) letter At the Closing, Agilysys LLC shall deliver to Asset Purchaser the following: (A) the Purchased Assets, free and clear of resignation all Liens, other than Permitted Liens; (B) evidence reasonably satisfactory to Asset Purchaser of removal of all Liens, other than Permitted Liens, from Ableauctions’ current sole officerthe Purchased Assets; and (C) a counterpart to the Xxxx of Sale duly executed by Agilysys LLC and such other deeds, with his resignation as bills of sale, endorsements, assignments and other instruments of conveyance and assignment reasonably necessary or appropriate to vest in the Asset Purchaser all of right, title and interest in, to and under the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing;Transferred Assets. (iii) letter of resignation of Ableauctions’ current directorsAt the Closing, with Purchaser shall deliver to Seller the resignation of following: (A) payment, by wire transfer to one or more bank accounts designated in writing by Seller (such directors designation to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 made by Seller at least two business days prior to the shareholders Closing Date), an amount in immediately available funds equal, in the aggregate, to the Share Purchase Price; (B) the certificate to be delivered pursuant to Section 6.03; (C) a counterpart to the Non-Competition Agreement attached as Exhibit B hereto (the “Non-Competition Agreement”), duly executed by Purchaser; (D) a counterpart to the Transition Services Agreement attached as Exhibit C hereto (the “Transition Services Agreement”), duly executed by Purchaser; and (E) a counterpart to the assignment and assumption agreement attached as Exhibit D hereto, pursuant to which Seller will assign to Purchaser or its designee all of Ableauctions;Seller’s right, title and interest in the Assumed Contracts and Purchaser or its designee will assume all executory obligations accruing or arising thereunder from and after the Closing Date (the “Assignment and Assumption Agreement”), duly executed by Purchaser or its designee. (iv) resolutions duly adopted by At the Board of Directors of Ableauctions approving Closing, Seller shall deliver to Purchaser the following events or actions, as applicablefollowing: a. (A) the executionSubject Shares, delivery free and performance clear of this Agreementall Liens, other than Permitted Liens, and certificates representing the Subject Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer; b. (B) evidence reasonably satisfactory to Purchaser of removal of all Liens, other than Permitted Liens, from the Acquisition Subject Shares and the terms thereofassets of the Companies; c. adoption of bylaws in (C) the form agreed by the partiescertificate to be delivered pursuant to Section 6.02; d. fixing (D) duly signed resignations, effective upon the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman Closing, of the board officers and directors of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment each of the following persons Companies as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman on Section 1.03(b) of the Board Xx Xxx Chief Financial OfficerSeller Disclosure Letter including a general release of each such Company from any and all claims, Treasurer liabilities and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporationobligations related to events, dated not earlier than five (5) days acts, conduct or omissions on or prior to the Closing Date; (viE) an instruction letter signed a counterpart of the Non-Competition Agreement duly executed by Seller; (F) a counterpart of the President Transition Services Agreement duly executed by Seller; (G) a counterpart to the Assignment and Assumption Agreement duly executed by Seller. (H) original corporate record books and stock record books and other books and records of Ableauctions addressed each of the Companies (including, without limitation, the records of any Business employees, contractors or consultants and any log-in and security information relating to Ableauctions’ transfer agent Company state registrations); and (I) evidence reasonably satisfactory to Purchaser of record, the accomplishment of the Restructuring in a form reasonably acceptable to Top Favour and consistent accordance with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. (a) At the Closing, Ableauctions and/or Purchaser shall deliver, or cause to be delivered, to Seller (or one or more Seller Entities designated by Seller): (i) payment, by wire transfer(s) to a bank account designated in writing by Seller (such designation to be made by Seller at least three (3) Business Days prior to the Ableauctions Shareholders shall have delivered or caused Closing Date), a cash amount in immediately available funds equal to the Estimated Purchase Price; (ii) the certificate to be delivered pursuant to Top Favour Section 7.3(c); (iii) a counterpart signature page, duly executed by Xxxxxxxxx, to a cross-receipt evidencing receipt of the Estimated Purchase Price by Seller and/or the applicable Seller Entity and receipt of the Purchased Assets by Purchaser (the “Cross Receipt”); (iv) a counterpart signature page, duly executed by Purchaser, to the Assignment and Assumption Agreement and Bill of Sale for the Purchased Assets and the Top Favour Shareholders Assumed Liabilities, by and between the Seller Entities and Purchaser, in a form to be mutually agreed between Purchaser and Seller (the “Assignment and Assumption Agreement and Bill of Sale”); (v) a counterpart signature page, duly executed by Xxxxxxxxx, to the Transition Services Agreement, in substantially the form attached as Exhibit B hereto (the “Transition Services Agreement”); (vi) a counterpart signature page, duly executed by Purchaser, to the applicable Local Transfer Agreements (as defined below) relating to the NewCo Equity Interests, Purchased Assets or Assumed Liabilities being transferred or assumed at the Closing (and not subject to any Deferred Transfer); (vii) a counterpart signature page, duly executed by Purchaser or one of its post-Closing Subsidiaries to an agreement pursuant to which Purchaser or one of its post-Closing Subsidiaries will provide the Goldfire product to Seller or one of its Affiliates on arm’s length terms (including price), with such terms and conditions and in a form to be mutually agreed between Purchaser and Seller (the “Goldfire Agreement”); (viii) a counterpart signature page, duly executed by Xxxxxxxxx, to the Subcontract Agreement; and (ix) payment, by wire transfer(s) to such bank accounts designated in writing by Seller (such designation to be made by Seller at least three (3) Business Days prior to the Closing Date), of cash amounts in immediately available funds as is necessary to pay any Transaction Expenses required to be paid at the Closing. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholderscertificate to be delivered pursuant to Section 7.2(c); (ii) letter of resignation from Ableauctions’ current sole officera counterpart signature page, with his resignation duly executed by each Seller Entity named as a party thereto, to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingCross Receipt; (iii) letter of resignation of Ableauctions’ current directorsa counterpart signature page, with the resignation of such directors to take effect immediatelyduly executed by each Seller Entity named as a party thereto, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders Assignment and Assumption Agreement and Bill of AbleauctionsSale; (iv) resolutions a counterpart signature page, duly adopted executed by Seller Parent, to the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Transition Services Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate duly executed IRS Form W-9 from each Seller Entity (or, if such Seller Entity is a “disregarded entity” for U.S. federal income Tax purposes, its regarded owner) and NewCo Equity Seller, as applicable, that is a U.S. Person, within the meaning of good standing Section 7701(a)(30) of the Code, or a duly executed applicable IRS Form W-8 from each Seller Entity (or, if such Seller Entity is a “disregarded entity” for Ableauctions from U.S. federal income Tax purposes, its jurisdiction regarded owner) and NewCo Equity Seller, as applicable, that is not a U.S. Person within the meaning of incorporationSection 7701(a)(30) of the Code; provided, dated not earlier than five (5) days prior that Purchaser’s sole recourse in the event of any failure of any Seller Entity or NewCo Equity Seller to deliver a duly executed IRS Form W-9 or applicable IRS Form W-8 shall be to withhold against the Purchase Price in accordance with Section 2.16 to the Closing Dateextent required by applicable Law; (vi) an instruction letter signed a counterpart signature page, duly executed by each applicable Seller Entity named as a party thereto, to the President of Ableauctions addressed applicable Local Transfer Agreements relating to Ableauctions’ transfer agent of recordthe NewCo Equity Interests, in a form reasonably acceptable Purchased Assets or Assumed Liabilities being transferred or assumed at the Closing (and not subject to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Iany Deferred Transfer); (vii) a shareholder list of Ableauctions counterpart signature page, duly executed by Seller or its applicable Affiliates named as certified by Ableauctions’ Secretary or transfer agenta party thereto, dated within ten (10) days of to the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyGoldfire Agreement; (viii) all corporate recordsinstruments of transfer for transfer of the NewCo Equity Interests, board minutes duly executed by the applicable NewCo Equity Sellers for each applicable NewCo Entity being transferred at the Closing (and resolutions, tax and financial records, agreements, seals and not subject to any other information or documents reasonably requested by Top Favour’s representatives Deferred Transfer); provided that the failure to deliver at the Closing an instrument of transfer with respect to Ableauctionsthe NewCo Equity Interests of any NewCo Entity that are not transferred to Purchaser at the Closing in accordance with Section 2.18 shall not constitute a failure to perform, or breach or violation of, this clause (viii) to the extent that Seller has used reasonable best efforts to cause such portion of the Pre-Closing Restructuring to have been completed prior to the Closing; (ix) a counterpart signature page, duly executed by each Seller Entity, to the Subcontract Agreement; and (ixx) subject to applicable Law, written resignations (or evidence of removal) of each of the directors and officers of each of the NewCo Entities as Purchaser may request at least five (5) Business Days prior to the Closing Date, with such other documents resignations or removal effective as Top Favour and/or of the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyClosing.

Closing Deliveries. At The sale of the ClosingOffered Securities will be completed at the Closing Time at the offices of Fasken Xxxxxxxxx XxXxxxxx LLP, Ableauctions and/or counsel to the Ableauctions Shareholders shall have delivered Corporation, in Xxxxxxx, Xxxxxxx, or caused to be delivered to Top Favour at such other place as the Lead Agents and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration Corporation may agree. At or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; Time, the Corporation will duly and validly deliver to the Lead Agents (vion behalf of the Agents): (a) one or more certificates in definitive form representing the Offered Securities, in each case registered in the name of “CDS & Co.” or in such other name or names as the Agents may notify the Corporation in writing not less than 24 hours prior to the Closing Time for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS, against payment by the Agents of the aggregate purchase price for the Offered Securities less an instruction letter amount equal to the Agency Fee and a reasonable estimate of the out-of- pocket fees and expenses of the Agents and their counsel payable pursuant to Section 18, at the direction of the Corporation, in lawful money of Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in the City of Xxxxxxx, Xxxxxxx, together with a receipt signed by the President Lead Agents (on behalf of Ableauctions addressed the Agents) for such definitive certificate(s) and for receipt of the Agency Fee and such estimated expenses; and (b) the Broker Warrant Certificates registered in such name or names as the Agents may notify the Corporation in writing not less than 24 hours prior to Ableauctions’ transfer agent the Closing Time. Notwithstanding the foregoing, if the Corporation determines to issue any of record, the Offered Securities as book-entry only securities in a form reasonably acceptable to Top Favour and consistent accordance with the terms “non-certificated inventory” rules and procedures of this AgreementCDS, instructing then as an alternative or in addition to the transfer agent to issue stock Corporation delivering one or more definitive certificates representing Ableauctions Shares the Offered Securities, the Agents will provide a direction to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives CDS with respect to Ableauctions; and (ix) the crediting of the Offered Securities to the accounts of participants of CDS as will be designated by the Agents in writing in sufficient time prior to the Closing Date to permit such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebycrediting.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders : (a) each Founder shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingdelivered: (i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement duly executed Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by Ableauctions and each of the Ableauctions ShareholdersFounder Newcos, as set forth in Section 2.2(b); (ii) letter of resignation from Ableauctions’ current sole officerto Liberty, with his resignation as to all Liberty Global, New United and each other Founder, duly executed counterparts of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingStockholders Agreement; (iii) letter to New United and each other Founder, duly executed counterparts of resignation the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of Ableauctions’ current directorsUnited Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the resignation Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) Schneider shall deliver to New United a stock certificate represenxxxx xxx share of United Class A Stock, duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; (ii) to New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the United/Liberty Agreement; (vii) to Liberty Global and New United, duly executed counterparts of the New United Covenant Agreement; and (viii) if the Note Repayment Amount or any portion thereof is being paid at the Closing, to UIPI, (A) payment of the Note Repayment Amount or portion thereof by delivery of cash, Liberty 2009 Notes or a combination thereof, or such other form of consideration provided for in the Notes Tender Letter Agreement or as may be acceptable to United, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the name of such directors Founder; (iii) to take effect immediatelyLiberty or the appropriate Contributing Party or Contributing Parties, other than Xxxxx Xxxxx, whose resignation shall be effective on newly issued stock certificates representing the expiration of Liberty Consideration Shares and the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsLiberty Contribution Shares; (iv) resolutions to Liberty, appropriate instruments, duly adopted executed by New United, assuming all of Liberty Sub's obligations under the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this AgreementBelmarken Loan Agreements; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate to Liberty and LMI, duly executed counterparts of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing DateNo Waiver Agreement; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordLiberty Global, in a form reasonably acceptable to Top Favour Liberty and consistent with the terms of this Agreementeach Founder, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names duly executed counterparts of the Top Favour Shareholders as set forth in Annex IStockholders Agreement; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agentto each Founder, dated within ten (10) days duly executed counterparts of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyVoting Agreement; (viii) all corporate recordsto Liberty Global and Liberty, board minutes duly executed counterparts of the Standstill Agreement and resolutionsthe Registration Rights Agreement; (ix) to United, tax and financial recordsduly executed counterparts of the Certificate of Merger; (x) to each Series E Holder, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsduly executed counterparts of the Exchange Agreement; and (ixxi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger; (ii) if, at the Closing, the Note Repayment Amount or any portion thereof is being paid or the $310,000,000 Notes or any portion thereof are being assumed by New United, to Liberty, (A) if applicable, the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each of its Controlled Affiliates that is a beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the No Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents as Top Favour and/or required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the Top Favour Shareholders may reasonably request in connection with name of the transactions contemplated herebyapplicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the party making or causing to be made such payment at least three Business Days prior to the applicable Closing.

Closing Deliveries. At the Closing, Ableauctions Enerkon Nevada and/or the Ableauctions Shareholders Enerkon Nevada Stockholders shall have delivered or caused to be delivered to Top Favour Enerkon Florida and the Top Favour Enerkon Florida Shareholders the following: (i) this Agreement duly executed by Ableauctions Enerkon Nevada and the Ableauctions ShareholdersEnerkon Nevada Stockholders; (ii) letter of resignation from Ableauctions’ Enerkon Nevada’s current sole officerofficers, with his resignation as to all of the offices he currently holds with Ableauctions to be effective as agreed upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingby the parties; (iii) letter of resignation of Ableauctions’ Enerkon Nevada’s current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on as agreed upon by the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctionsparties; (iv) resolutions duly adopted by the Board of Directors of Ableauctions Enerkon Nevada approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7)a number to be agreed to; d. the appointment of such members as indicated by Enerkon to the board of directors, immediately following the closing of the transactions contemplated hereby; e. the appointment of Jianhua Lv the following person as Chairman officer of the board of directors to serve on Ableauctions board of directorsEnerkon Nevada, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment closing of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name transactions contemplated hereby (the “Top Favour OfficersEnerkon Officer”): Jianhua Lv Xxxxxxxx Xxxxxxx Chief Executive Officer, President and Chairman of the Board Xx Xxx President, Secretary, Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions Enerkon Nevada from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions Enerkon Nevada addressed to Ableauctions’ Enerkon Nevada’s transfer agent of record, in a form reasonably acceptable to Top Favour Enerkon and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions the Enerkon Nevada Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders Enerkon Florida Shareholder as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctionsthe Enerkon Nevada, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions the Enerkon Nevada authorizing and approving Ableauctions’ the Enerkon Nevada’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top FavourEnerkon Florida’s representatives with respect to AbleauctionsEnerkon Nevada; and (ix) such other documents as Top Favour Enerkon Florida and/or the Top Favour Enerkon Florida Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. At On the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingClosing Date, (a) Transferor shall: (i) this Agreement duly executed by Ableauctions for each Property (other than the Ground Lease Parcel) execute and deliver to Transferee a bargain and sale deed with covenant against grantor's acts conveying Transferor's interest in the Ableauctions ShareholdersProperties free and clear of all liens, easements, encumbrances, restrictions and other exceptions, other than the Permitted Exceptions, in the form attached hereto as Exhibit A (the "Deed"); (ii) letter of resignation from Ableauctions’ current sole officerfor the Ground Lease Parcel, with his resignation execute and deliver to Transferee an assignment (the "Ground Lease Assignment and Assumption") in the form attached hereto as to all of Exhibit A-1, which assigns the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions lessee's interest in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe leasehold estate created by the Ground Lease; (iii) letter for each Property, execute and deliver to Transferee a bill of resignation of Ableauctions’ current directors, with sale covering the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on Personal Property in the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctionsform attached xxxxto as Exhibit B; (iv) resolutions duly adopted by for each Property, execute and deliver to Transferee an assignment (the Board "Assignment and Assumption of Directors Leases") of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery all Leases and performance of this Agreement; b. the Acquisition security deposits which shall be in recordable form and the terms thereof; c. adoption of bylaws in the form agreed by the partiesattached hereto as Exhibit C; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate for each Property, execute and deliver to Transferee an assignment (the "Assignment and Assumption of good standing for Ableauctions from its jurisdiction Contracts") of incorporationall Contracts, dated not earlier than five (5) days prior to Licenses and Permits, General Intangibles, warranties and guaranties affecting such Property, in the Closing Dateform attached hereto as Exhibit D; (vi) an instruction deliver to Transferee the security deposits then held by Transferor, its agents or any Affiliate pursuant to the Leases, and to the extent that any security deposit made under a Lease is in the form of a letter of credit, deliver such assignments and other instruments as Transferee may reasonably require to transfer such letter of credit to Transferee or, if Transferee so requires, to Transferee's mortgage lender on the applicable Property (together with reasonably satisfactory confirmation from the issuer thereof that Transferee (or such lender) is the valid holder thereof); (vii) execute and deliver to Transferee a nonforeign affidavit in the form attached hereto as Exhibit E; (viii) execute and deliver to Transferee a letter addressed to each tenant, licensee or occupant under any Lease ("Tenant") advising the Tenant of the transfer of the Property and assignment of its Lease in the form attached hereto as Exhibit F; (ix) execute and deliver to Transferee a letter addressed to each vendor under any Contract being assumed by Transferee hereunder advising the vendor of the transfer of the Property and assignment and assumption of its Contract in the form attached hereto as Exhibit F-1; (x) deliver to Transferee the original executed estoppel certificates obtained by Transferor pursuant to Section 5.6; (xi) execute and deliver to Transferee the Proration Agreement; (xii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Leases; (xiii) deliver to Transferee or Transferee's property manager signed originals or, if unavailable, copies, of all Contracts and Licenses and Permits being assigned to Transferee; (xiv) deliver to Transferee a signed original of each Ground Lease, or, if unavailable, a copy thereof; (xv) deliver to Transferee or Transferee's property manager for all Improvements copies of all warranties, guaranties, service manuals and other documentation in the possession or control of Transferor, its agents or any Affiliate pertaining to building systems and equipment; (xvi) deliver to Transferee or Transferee's property manager for all Improvements all keys and combinations to locks that are in the possession or control of Transferor, its agents or any Affiliate; (xvii) deliver to Transferee or Transferee's property manager for all Improvements copies of all plans and specifications that are in the possession or control of Transferor or any Affiliate; (xviii) file the 1099-S Form required by the President Internal Revenue Service and deliver a copy thereof to Transferee; (xix) deliver to Title Insurer such customary affidavit or indemnity as is reasonably required for the Title Insurer to omit from its title report those exceptions required to be omitted in order to convey title to the Properties as required hereby; (xx) deliver to Title Insurer such corporate resolutions or other appropriate documentation reasonably required by Title Insurer regarding the authorization of Ableauctions addressed Transferor to Ableauctions’ transfer agent the Properties to Transferee and the authority and incumbency of record, in a form reasonably acceptable the person or persons executing this Agreement; (xxi) to Top Favour and consistent with the extent Transferor is obligated under the terms of this Agreement, instructing deliver to Title Insurer such unconditional releases, satisfactions or other instruments as may be required by Law to discharge any mortgages or other security interests of record (other than the transfer agent Existing Mortgages); (xxii) deliver to issue stock certificates representing Ableauctions Shares Transferee the Transferor Representation and Warranty Update; (xxiii) deliver to Transferee or Transferee's property manager (with Transferor having the right to retain copies thereof) all of the Books and Records; (xxiv) execute and deliver to Transferee such documents as Transferee may reasonably require to evidence the assignment of the Systems; (xxv) execute and deliver to Transferee an assignment and assumption of the Existing Unsecured Debt (the "Assignment and Assumption of Existing Debt") in form reasonably acceptable to Transferee and Transferor (it being intended that the holder of the Existing Unsecured Debt shall be delivered pursuant a third party beneficiary to this the Assignment and Assumption of Existing Debt and shall be entitled to proceed thereunder directly against Transferee) whereby Transferee will assume the Existing Unsecured Debt and will, immediately after such assumption, repay the Existing Unsecured Debt; (xxvi) unless previously executed, execute and deliver to each member of Transferee, except Scott Rechler, a Transition Agreement registered (collectively, the "Transixxxx Xxxxxxxxxs") in the names form attached as Exhibit O; (xxvii) intentionally omitted; (xxviii) unless previously executed, execute and deliver to Scott Rechler the Employment Agreement Amendment (the "SR Amendment") xx xxx xxxm attached as Exhibit Q; (xxix) execute and deliver to Transferee the License Agreement (the "License Agreement") in the form attached as Exhibit R; (xxx) execute and deliver to Transferee an agreement (the "Surrender Agreement") reasonably acceptable to Transferee and Transferor providing for the surrender by Transferor of the Top Favour Shareholders entire first floor portion of the space leased by ROP at 225 Broadhollow Road consisting of 16,931 rentable square feet, txx xxxxxxxxxxx xx ROP of all furniture, fixtures and equipment located in such surrendered premises and providing for the equitable adjustment of the terms of the lease for the remainder of the space so leased by ROP, but for no additional consideration other than the Option Modification Agreement; (xxxi) execute and deliver to Transferee an agreement providing for the termination of ROP's option to acquire 593 Acorn in consideration of payment to ROP by Transferee at Closing of $872,000.00 (the "Acorn Option Termination Agreement") in the form attached as set forth Exhibit T; (xxxii) execute and deliver to Transferee an agreement providing for the extension of ROP's option on 225 Broadhollow Road (the "Option Modification Agreement") in Annex Ithe foxx xxxxxxxx xx Xxxxxit U; (xxxiii) execute and deliver to Transferee an agreement providing for Transferee to have a right of first refusal with respect to certain parcels of vacant land (the "ROFR Agreement") in the form attached as Exhibit V; (xxxiv) execute and deliver to Transferee the Stock Loan Assignment and Assumption Agreement (the "Stock Loan Agreement") in the form attached hereto as Exhibit W; (xxxv) execute and deliver to Transferee an Artwork License Agreement (the "Artwork License Agreement") reasonably acceptable to Transferor and Transferee providing that any artwork belonging to any direct or indirect members of Transferee present in any property of Transferor or its affiliates after the Closing shall, in return for Transferor's payment of $1.00 to Transferee, remain in place until August 15, 2004 and shall be removed by Transferee within 60 days of such date, and that until the removal of such artwork, Transferor shall be responsible for maintaining, insuring and securing such artwork; (xxxvi) execute and deliver to Transferee an environmental indemnity with respect to 32 Windsor Road in the form attached hereto as Exhibit P; and (xxxvii) execute and deliver to Transferee an agreement providing for the termination of ROP's options to acquire Gateway, Huntington and Willets (the "Option Termination Agreements") in the same form as the Acorn Option Termination Agreement, except that the aggregate consideration payable to Transferor for all such terminations shall be $100,000.00. (b) Transferee shall: (i) deliver to Transferor an instrument reasonably satisfactory to Transferor evidencing and confirming the surrender of the Partnership Interests; (ii) execute and deliver to Transferor the Ground Lease Assignment and Assumption; (iii) execute and deliver to Transferor the Assignment and Assumption of Leases; (iv) execute and deliver to Transferor the Proration Agreement; (v) execute and deliver to Transferor the Assignment and Assumption of Contracts; (vi) execute and deliver to Transferor the Assignment and Assumption of Existing Debt; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of deliver to Transferor the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement Transferee Representation and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyWarranty Update; (viii) all corporate recordsunless previously executed, board minutes cause the Transition Agreements to be executed and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested delivered by Top Favour’s representatives with respect to Ableauctions; andits respective member of Transferee; (ix) such other documents as Top Favour and/or omitted; (x) unless previously executed, cause Scott Rechler to execute and deliver to Transferor the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.SR Amendment;

Closing Deliveries. (a) Subject to Section 19(b) below, the closing (“Closing”) shall take place on or before June 25, 2008, at the offices of the Title Company, or on such other date as may be agreed to in writing by both Seller and Buyer (“Closing Date”). (b) At the Closing, Ableauctions and/or Seller shall deliver to Buyer (or the Ableauctions Shareholders Title Company, as appropriate) the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same to Buyer: (1) A Special Warranty Deed (“Deed”) conveying the RS Property and the Mineral Estate to Buyer, including a conveyance without warranty of the Parking Easements, duly executed and acknowledged by Seller and substantially in the form of Exhibit C, subject to the Permitted Encumbrances. (2) Two (2) original counterparts of an Assignment of Warranties and Permits and Xxxx of Sale (“Assignment and Xxxx of Sale”) assigning and conveying the Personal Property, Contracts and Intangible Personal Property to Buyer, substantially in the form of Exhibit D, duly executed by Seller. (3) The Title Company’s irrevocable commitment to issue a TLTA Owner Policy of Title Insurance (“Owner Policy”) to Buyer, at Seller’s expense, insuring that, upon Closing, Buyer is the owner of indefeasible fee simple title to the RS Property and the owner of Seller’s rights under the Parking Easements subject only to the Permitted Encumbrances and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance, and containing, at Buyer’s expense, such endorsements as requested by Buyer. Without limiting the generality of the foregoing, the printed form exception for restrictive covenants must be deleted unless one or caused more restrictive covenants are included among the Permitted Encumbrances; there must be no exception for rights of parties in possession except Seller as tenant under the Lease and any other tenants disclosed in the Lease or the Confidential Information (as defined in the Confidentiality Agreement, and the standard exception for taxes must read: “Standby fees, taxes and assessments by any taxing authority for the year 2008 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership.” Seller and Buyer agree that the Owner Policy shall be issued in the amount of $100,000 and may be combined into the Owner Policy being issued under the Lot 1 Contract. (4) An original Certificate executed by the secretary of Seller (or appropriate authorized officer) containing resolutions authorizing the sale of the Property pursuant to this Agreement. (5) An original incumbency certificate for Seller. (6) Original good standing certificates for Seller from the Delaware and Texas Secretaries of State. (7) True and correct copies of all documents (to the extent in Seller’s possession) evidencing or relating to any of the Intangible Personal Property. Buyer acknowledges that some or all of such documents may be delivered to Top Favour Buyer after Closing. (8) Possession and occupancy of the Real Property, subject to the Permitted Encumbrances and the Top Favour Shareholders the following:Lease (as amended in accordance with Section 18). (i9) this Agreement Four (4) original counterparts of a closing statement (the “Closing Statement”) for the purchase and sale of the Property, in form and substance reasonably acceptable to Buyer and Seller. (10) Immediately available funds via wire transfer in the amount of $2,250,000.00 (such amount being the difference between the purchase price under the Lot 1 Contract and the amount of $235,000,000.00 which Buyer is paying towards the purchase price under the Lot 1 Contract) (“Seller’s Additional Consideration”). (11) Seller’s affidavit setting forth its U.S. Taxpayer Identification Number, its office address, and its statement that it is not a “foreign person” as defined in Internal Revenue Code §1445(f)(3), as amended. (12) Four (4) original counterparts of the Amended and Restated Lease, duly executed by Ableauctions and the Ableauctions Shareholders;Seller. (ii13) letter An original Memorandum of resignation from Ableauctions’ current sole officerAmended and Restated Lease (as defined in Section 18 below), with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing duly executed and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing;acknowledged by Seller. (iii14) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted An estoppel certificate executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters Seller in connection with the Transaction Documents, and Lease in the transactions contemplated thereby;form attached hereto as Exhibit E. (viii15) all corporate recordsAn original Memorandum of Option (as defined in Section 20 below) and an original Termination of Option (as defined in Section 20 below), board minutes which shall be held in escrow pursuant to Section 20 below, duly executed and resolutionsacknowledged by Seller. (16) An original Escrow Agreement (as defined in Section 20 below), tax duly executed by Seller. (17) All other instruments and financial records, agreements, seals and any other information or documents reasonably requested required by Top Favour’s representatives with respect the Title Company to Ableauctions; and (ix) such other documents as Top Favour issue the Owner Policy and/or the Top Favour Shareholders may reasonably request in connection with to effectuate this Agreement and the transactions contemplated hereby. (c) At Closing, Buyer shall deliver to Seller (or the Title Company, as appropriate) the following, and it shall be a condition to Seller’s obligation to close that Buyer shall have delivered the same to Seller: (1) Two (2) original counterparts of the Assignment and Xxxx of Sale, duly executed by Seller. (2) Four (4) original counterparts of the Closing Statement. (3) Four (4) original counterparts of the Amended and Restated Lease, duly executed by Buyer. (4) An original Memorandum of Amended and Restated Lease, duly executed and acknowledged by Buyer. (5) An original Memorandum of Option and an original Termination of Option, duly executed and acknowledged by Buyer. (6) A Texas Sales and Use Tax Exemption Certification as required by Section 1(a)(iv) executed by Buyer. (7) An original Escrow Agreement, duly executed by Buyer. (8) All other instruments and documents reasonably required by the Title Company to effectuate this Agreement and the transactions contemplated hereby.

Closing Deliveries. At the Closing: (a) Seller will deliver, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused cause to be delivered delivered, to Top Favour and Buyer the Top Favour Shareholders the followingfollowing documents executed by Seller as appropriate: (i) this Agreement duly executed by Ableauctions recordable special warranty deed (which in certain jurisdictions is also known as a bargain and sale deed with lien against grantor's acts) in form and substance acceptable to Buyer so as to convey insurable title to the Ableauctions ShareholdersOwned Real Property (other than .the Special Lease Properties) to Buyer free and clear of all Encumbrances except Permitted Encumbrances; (ii) letter assignments, bills of resignation from Ableauctions’ current sole officersale and other instruments (including certificates of title, with his resignation as applicable) in form and substance acceptable to Buyer sufficient to transfer title to the other Acquired Assets, (other than the Real Property and the Contracts) free and clear of all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingEncumbrances; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 an assignment and assumption agreement in form and substance acceptable to the shareholders of AbleauctionsParties with respect to the Contracts; (iv) Stock certificates, duly endorsed for transfer, for all of Seller's equity interest in CFI free and clear of all Encumbrances except as set forth in CFI's certificate of incorporation, by-laws, and shareholder's agreement (if any); provided, no such Encumbrances shall in any manner restrict, invalidate or condition the transactions contemplated herein; (v) an assignment in form and substance acceptable to Buyer sufficient to transfer Seller's membership interest in Allied Seed free and clear of all Encumbrances except as set forth in Allied Seed's certificate of organization and operating agreement; provided, no such Encumbrances shall in any manner restrict, invalidate or condition the transactions contemplated herein; (vi) a secretary's certificate from Seller certifying Seller's certificate of incorporation, bylaws, copies of resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. of Seller approving the appointment execution and delivery of Jianhua Lv as Chairman this Agreement and the closing of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, transactions contemplated hereunder and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment incumbency of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares Seller executing any document to be delivered pursuant to this Agreement registered Agreement; (vii) search results of the state and public records of each county listed on Schedule 5.3(b) confirming the absence of any -------- ------ Encumbrance, judgment, pending litigation, tax liens and bankruptcy proceedings which affect or could affect Seller's ability to close the transactions contemplated hereunder or the Acquired Assets or the Business other than Permitted Encumbrances; (ix) lease agreements executed by Seller in the names form attached hereto as Exhibit B relating to the Special Lease Properties; ------- - (x) an environmental escrow agreement executed by Seller in the form attached hereto as Exhibit C relating to the East Berlin Property; ------- - (xi) a closing certificate executed by Seller in substantially the form attached as Exhibit D; ---------- (xii) an opinion letter of Bond, Schoeneck & King, PLLC, counsel xx Xxxxxx, in the form attached as Exhibit E; ---------- (xiii) letters from the New Jersey Department of Environmental Protection confirming that the transfer of the Top Favour Shareholders Owned Real Property located in New Jersey. is not subject to ISRA or documentation that Seller is taking all necessary steps to comply with ISRA; (xiv) all other certificates, instruments and documents necessary or appropriate to consummate the transactions contemplated in this Agreement reasonably requested by Buyer or the Title Company; and (xv) five-year lease agreements executed by Seller and Buyer in the form attached as set forth Exhibit I, under which Buyer shall lease to Seller a portion of the real property located in Annex INewville, Pennsylvania and Knowlesville, New York. (b) Buyer will deliver, or cause to be delivered, to Seller: (i) the Purchase Price payable in the manner described in Section 3.2; (ii) a secretary's certificate from Buyer certifying Buyer's certificate of incorporation, bylaws, copies of resolutions duly adopted by the board of directors of Buyer approving the execution and delivery of this Agreement and the closing of the transactions contemplated hereunder and the incumbency of the officers of Buyer executing any document to be delivered pursuant to this Agreement; (iii) the assignment and assumption agreement with respect to the Contracts; (iv) a license agreement executed by Buyer in the form attached hereto as Exhibit A; --------- (v) lease agreements executed by Buyer in the form attached hereto as Exhibit B relating to the Special Lease Properties; --------- (vi) an environmental escrow agreement executed by Buyer in the form attached hereto as Exhibit C relating to the East Berlin --------- Property; (vii) a shareholder list of Ableauctions Closing Certificate executed by Buyer in substantially the form attached as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby;Exhibit F; --------- (viii) opinion letter of Wildman, Harrold, Allen & Dixon, counsel to Xxxxr, xx xxe form attached as Exhibit G; --------- (ix) all corporate recordsother certificates, board minutes instruments and resolutions, tax and financial records, agreements, seals and any other information documents necessary or documents appropriate to consummate the transactions contemplated in this Agreement or reasonably requested by Top Favour’s representatives with respect to AbleauctionsSeller or the Title Company; and (ixx) such other documents five-year lease agreements executed by Seller and Buyer in the form attached as Top Favour and/or Exhibit I. under which Buyer shall lease --------- to Seller a portion of the Top Favour Shareholders may reasonably request real property located in connection with the transactions contemplated herebyNewville, Pennsylvania and Knowlesville, New York.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders following deliveries shall have delivered or caused to be delivered to Top Favour and made: (a) The applicable parties shall enter into the Top Favour Shareholders the followingfollowing agreements: (i) this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersTrust II Shareholders Agreement; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing Trust II Assignment and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing;Assumption Agreement; and (iii) letter of resignation of Ableauctions’ current directors, the Trust II Reimbursement Agreement. (b) Holding Partnership shall enter into the SLR-HP Subscription Agreement with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsSLR; (ivc) resolutions duly adopted Trust II shall make, and shall cause the Manhattan Tower SPE to make, the deliveries required to be made by it and the Board of Directors of Ableauctions approving Manhattan Tower SPE under the following events or actions, as applicable: a. Master Agreement and the execution, delivery and performance of this AgreementManhattan Tower Loan Documents; b. the Acquisition (d) Holding Partnership, Hines Investor and the terms thereof; c. adoption of bylaws in the form agreed each GM Investor shall surrender to Trust I and Trust II, respectively, all certificates representing Trust I Shares or Trust II Shares, respectively, held by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days such Person immediately prior to the Closing DateInterim Closing; (vie) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock Trust I shall deliver certificates representing Ableauctions the Trust I Shares outstanding immediately following the Closing to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders Persons holding such Shares as set forth in Annex Iindicated on Schedule 2.5A; (viif) a shareholder list of Ableauctions Trust II shall deliver certificates representing the Trust II Shares outstanding immediately following the Closing to the Persons holding such Shares as certified indicated on Schedule 2.5B; (g) Baker Botts L.L.P. shall deliver an opinion to Trust II (which opinixx xxaxx xxate that it may be relied upon by Ableauctions’ Secretary or transfer agent, dated each Person acquiring Trust II Shares at the Closing) to the effect that Trust II is not an "investment company" within ten (10) days the meaning of the Closing DateInvestment Company Act of 1940, as amended; Trust II hereby requests that Baker Botts L.L.P. deliver such opinion; a. a certificate (h) Xxxxr Xxxxs L.L.P. shall deliver an opinion to Trust II (which opinixx xxaxx xxate that it may be relied upon by GMIMCo on behalf of each GM Investor) to the Secretary of Ableauctions, dated effect that Trust II is in compliance as of the Closing Date, certifying Date with such requirements of ERISA as are necessary to qualify Trust II as a "real estate operating company" within the meaning of the Plan Assets Regulation; Trust II hereby requests that Baker Botts L.L.P. deliver such opinion; (i) XXXX xxxxx deliver a letter to the incumbency of officers of Ableauctions executing this Agreement Manhattan Tower SPE confirming HILP's obligations under the letter agreement, dated March 31, 2003, among SLR, HILP and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant Hines US Core Office Properties XX xxxxxxxxx xxxxxxxxxx xxxx xxyable to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives HILP with respect to AbleauctionsManhattan Tower; and (ixj) such other documents as Top Favour and/or HILP shall deliver a letter to Trust II regarding the Top Favour Shareholders may reasonably request satisfaction or waiver of the conditions set forth in connection with the transactions contemplated herebyMaster Agreement to the obligation of the purchaser to acquire Manhattan Tower at the Closing.

Closing Deliveries. At On or before the ClosingClosing Date, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused Company will deliver to be delivered to Top Favour and the Top Favour Shareholders Dealer Managers the following: (a) copies of directors’ and officers’ questionnaires (in the form attached as Exhibit A to the Standby Purchase Agreement) completed and executed by each of the officers and each of the directors of Catalyst prior to the filing of the Canadian Prospectus, the contents of which shall not disclose, in the reasonable judgment of the Dealer Managers, the existence of an undisclosed material fact pursuant to Section 9; (b) a legal opinion dated as of the Closing Date from Canadian counsel to Catalyst in the form attached as Exhibit B to the Standby Purchase Agreement; (c) a legal opinion dated as of the Closing Date from U.S. counsel to Catalyst in the form attached as Exhibit C to the Standby Purchase Agreement; (d) a certificate or certificates dated the Closing Date and signed on behalf of Catalyst by the Chief Executive Officer and the Chief Financial Officer of Catalyst or such other officers of Catalyst acceptable to the Dealer Managers, acting reasonably, addressed to the Dealer Managers certifying for and on behalf of Catalyst (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) this Agreement duly executed since the respective dates as of which information is given in the Prospectus as amended by Ableauctions any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Catalyst and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by any of Catalyst or its subsidiaries which is material to Catalyst and its subsidiaries on a consolidated basis, other than as disclosed in the Ableauctions ShareholdersProspectus or any Prospectus Amendment, as the case may be; (ii) letter no order, ruling or determination having the effect of resignation from Ableauctions’ current sole officer, with his resignation as to all suspending the sale or ceasing the trading of the offices he currently holds with Ableauctions Common Shares or any other securities of Catalyst has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to be effective upon Closing and confirming that he has no claim against Ableauctions in respect the knowledge of such officers, contemplated or threatened under any outstanding remuneration of the Canadian Securities Laws or fees of whatever nature to be effective upon closingby any regulatory authority; (iii) letter of resignation of Ableauctions’ current directors, Catalyst has duly complied with the resignation terms, conditions and covenants of such directors this Agreement on its part to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on complied with up until the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions;Closing Time; and (iv) resolutions duly adopted the representations and warranties of Catalyst contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Date after giving effect to the transactions contemplated by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. (e) a bringdown letter from the Acquisition external auditors of the Company dated the Closing Date updating the comfort letter referred to in Section 6(a)(iv) above to the Closing Time, such letter to be in form and substance satisfactory to the terms thereof; c. adoption of bylaws in the form agreed Dealer Managers and their counsel, provided that such letter shall be based on a review by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the auditors having a “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not cut-off date” no earlier than five (5) days two Business Days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ixf) such other documents evidence as Top Favour and/or to compliance by the Top Favour Shareholders may reasonably request in connection Company with all conditions precedent to the transactions contemplated herebyissuance of the Subscription Receipts.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Lender shall have delivered or caused received each of the following documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be delivered to Top Favour and dated the Top Favour Shareholders the followingClosing Date: (i) this Agreement the Note payable to the order of Lender in the amount of the Commitment, duly executed by Ableauctions and the Ableauctions ShareholdersBorrower; (ii) letter of resignation from Ableauctions’ current sole officerthe Borrower Pledge Agreement (Closing Date) to be executed on the Closing Date pursuant to Section 4.1(a), duly executed and delivered by Borrower, together with his resignation as such other assignments, conveyances, amendments, agreements and other writings, in form and substance satisfactory to all Lender, creating first and prior Liens (subject only to Permitted Liens described in clause (a) of the offices he currently holds with Ableauctions to be effective upon definition of Permitted Liens) in all “Collateral” under (and as defined in) the Borrower Pledge Agreement (Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingDate); (iii) letter (A) such financing statements in form and substance acceptable to Lender (duly authorized) as Lender shall specify to fully evidence and perfect all Liens contemplated by the Loan Documents, all of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation which shall be effective on filed of record in such jurisdictions as Lender shall require in its sole discretion; and (B) all stock certificates or limited liability company membership interest certificates, if any, evidencing the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 Equity pledged to Lender pursuant to the shareholders of AbleauctionsBorrower Pledge Agreement (Closing Date), together with duly executed in blank undated stock powers or limited liability company membership interest powers; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman a copy of the board articles or certificate of directors incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to serve on Ableauctions board itself and in Borrower’s capacity as the sole manager of directorseach such Material Subsidiary) that such copy is true, effective correct and complete on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary; (v) a copy of the operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of good standing for Ableauctions from its jurisdiction a Manager of incorporationBorrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, dated not earlier than five (5) days prior to correct and complete on the Closing Date; (vi) an instruction letter signed certain certificates and other documents issued by the President appropriate Governmental Authorities of Ableauctions addressed such jurisdictions as Lender has requested relating to Ableauctions’ transfer agent the existence of record, Borrower and each Material Subsidiary and to the effect that each such Person is in a form reasonably acceptable good standing with respect to Top Favour the payment of franchise and consistent with the terms of this Agreement, instructing the transfer agent similar Taxes and is duly qualified to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered transact business in the names of the Top Favour Shareholders as set forth in Annex Isuch jurisdictions; (vii) a shareholder list certificate of Ableauctions as certified by Ableauctions’ Secretary incumbency of all Managers of Borrower who will be authorized to execute or transfer agentattest to any Loan Document, dated within ten the Closing Date, executed by an authorized Manager of Borrower; (10viii) days copies of resolutions or comparable authorizations approving the Loan Documents and authorizing the transactions contemplated by this Agreement and the other Loan Documents, duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the board of managers and, if applicable, members of Borrower, as applicable, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the Closing Date; a. a certificate of (ix) certificates from Borrower’s insurance broker setting forth the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement insurance maintained by Borrower and all exhibits stating that such insurance is in full force and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Dateeffect, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection which certificates shall evidence that such insurance complies with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsrequirements of Section 7.6; and (ixx) such other documents documents, certificates and instruments as Top Favour and/or the Top Favour Shareholders Lender or its counsel may have reasonably request requested (provided that no legal opinions will be required under this Section 5.1 or Section 5.2), such documents, certificates and instruments to be satisfactory to Lender or its counsel in connection with the transactions contemplated herebyall respects in its or their reasonable discretion.

Closing Deliveries. At Concurrently with the Closingexecution of this Amendment, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingCore Molding shall: (ia) deliver to Agent a new Term Note in the amount specified in Schedule 1 to the Credit Agreement (after giving effect to this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersAmendment); (iib) letter of resignation from Ableauctions’ current sole officer, with his resignation as deliver to all Agent certified copies of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on Core Molding evidencing approval of the Closing Date, execution and delivery of this Amendment and the appointment execution of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President any other Loan Documents and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing DateRelated Writings required in connection therewith; (vic) an instruction letter signed with respect to the property owned or leased by CPI and any other property securing the President Obligations, cause to be delivered to Agent (i) the results of Ableauctions addressed Uniform Commercial Code lien searches, satisfactory to Ableauctions’ transfer agent Agent (ii) the results of recordfederal and state tax lien and judicial lien searches, satisfactory to Agent; and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 of the Credit Agreement; (d) provide to Agent copies of the CPI Asset Acquisition Agreements and all documents executed in connection therewith, certified by a Financial Officer as true and complete, which documents shall be in form and substance satisfactory to Agent, including evidence that (i) the total Consideration for the Acquisitions contemplated therein does not exceed Twenty Million Dollars ($20,000,000) together with any purchase price adjustments made pursuant to the terms of the CPI Asset Acquisition Agreement, and (ii) the CPI Asset Acquisition has been consummated, contemporaneously with the funding of the Term Loan on the Tenth Amendment Effective Date, in a form reasonably acceptable to Top Favour and consistent accordance with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered CPI Asset Acquisition Agreements and in the names of the Top Favour Shareholders as set forth in Annex Icompliance with applicable law and regulatory approvals; (viie) a shareholder list cause each Guarantor of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of Payment to execute the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement attached Guarantor Acknowledgment and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to AbleauctionsAgreement; and (ixf) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request pay all legal fees and expenses of Agent in connection with the transactions contemplated herebythis Amendment and any other Loan Documents.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Purchasers shall have delivered deliver, or caused cause to be delivered delivered, to Top Favour and the Top Favour Shareholders Seller (or one or more other Seller Entities designated by Seller) the following: (i) payment, by one or more wire transfer(s) made by Purchasers in the proportions described in Section 2.2 to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price; provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, the applicable U.S. dollar amount (as allocated pursuant to Section 2.10 or otherwise mutually agreed by the Parties) shall be paid by Purchasers to the appropriate Seller Entity by wire transfer to one or more bank accounts designated at least five (5) Business Days prior to the Closing Date in writing by Seller; (ii) the certificate to be delivered pursuant to Section 8.3(c); (iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto, subject to any amendments agreed between the parties pursuant to the Device Distribution Agreement (the “Transition Services Agreement”), duly executed by the applicable Purchaser named as a party thereto; (iv) a counterpart of the Device Distribution Agreement, duly executed by the applicable Purchaser named as a party thereto, or the term sheet attached as Exhibit N in the event that the Parties do not mutually agree upon the Device Distribution Agreement by the Closing; (v) a fully executed and binding copy of the R&W Insurance Policy; (vi) to the extent that any Purchased Asset (other than the Purchased Entity Shares or equity interests in the Subsidiaries of the Purchased Entities) or Assumed Liability is not held by a Purchased Entity or Subsidiary thereof, a counterpart of an Assignment and Assumption Agreement and Bill of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets (other than the Purchased Entity Shares and equity interests in the Subsidiaries of the Purchased Entities) and the assumption by Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and applicable Purchaser, in substantially the form attached hereto as Exhibit D (the “Assignment Agreement and Bill of Sale”), duly executed by the applicable Purchaser named as a party thereto, to the extent applicable; (vii) a counterpart of the Irish Business Transfer Agreement and each other Local Transfer Agreement and, where applicable, Other Transfer Document(s), duly executed by the applicable Purchaser named as a party thereto (for the avoidance of doubt, Purchasers shall not have any obligation to execute the Local Transfer Agreement for France (the “French Local Transfer Agreement”) unless the French Put Option Exercise occurs and, then, on the terms and subject to the conditions of Section 2.12, Section 2.15 and the French Put Option Agreement); (viii) [reserved]; (ix) if applicable, payment of the applicable Payoff Amount to the recipients thereof specified in any Payoff Letter pursuant to and in accordance with the instructions contained therein; and (x) any other instruments necessary and appropriate to evidence Purchasers’ assumption of the Assumed Liabilities pursuant to and in accordance with this Agreement, in each case duly executed by the applicable Purchaser(s), to the extent applicable. (b) At the Closing, Seller shall deliver, or cause to be delivered, to Purchasers the following: (i) the certificate to be delivered pursuant to Section 8.2(d); (ii) a counterpart of the Transition Services Agreement, duly executed by the Seller Entity named as a party thereto; (iii) a counterpart of the Device Distribution Agreement, duly executed by the applicable Seller Entity named as a party thereto, or the term sheet attached as Exhibit N in the event that the Parties do not mutually agree upon the Device Distribution Agreement by the Closing; (iv) [reserved]; (v) certificates evidencing the Purchased Entity Shares, and equity interests in the Subsidiaries of the Purchased Entities, to the extent that such Purchased Entity Shares are in certificated form, duly endorsed in blank or with stock powers duly executed in proper form for transfer (or equivalent Other Transfer Documents required by local Law, where applicable), and, to the extent that such Purchased Entity Shares, and equity interests in the Subsidiaries of the Purchased Entities, are not in certificated form, other evidence of ownership or assignment, in each case, free and clear of Liens, other than Permitted Liens that are released in full without further Liability to the Parties at Closing (other than Permitted Liens set forth in clause (f) or clause (g) in the definition of Permitted Liens, which need not be released in full at Closing); (vi) to the extent that any Purchased Asset (other than the Purchased Entity Shares) or Assumed Liability is not held by a Purchased Entity or Subsidiary thereof, a counterpart of the Assignment Agreement and Bill of Sale duly executed by each Seller Entity named as a party thereto, to the extent applicable; (vii) a counterpart of the Irish Business Transfer Agreement and each other Local Transfer Agreement and, where applicable, any Other Transfer Documents required by local Law, duly executed by Seller or the applicable Seller Entities (for the avoidance of doubt, neither Seller, Mallinckrodt Luxco nor the French Entity, shall have any obligation to execute the French Local Transfer Agreement unless the French Put Option Exercise occurs and, then, on the terms and subject to the conditions of Section 2.12, Section 2.15 and the French Put Option Agreement); (viii) a valid and duly executed IRS Form W-8 or W-9, as applicable, from each Seller Entity; (ix) [reserved]; (A) customary evidence of the full and irrevocable release (subject to customary exceptions) of all Purchased Entities and their Subsidiaries from any obligations, including any guarantees, pursuant to the ABL Related Agreements and liens on the assets of the Purchased Entities and their Subsidiaries securing the same and (B) to the extent applicable, customary authorizations necessary to file UCC-3 termination statements evidencing the release of liens described in the foregoing clause (A); provided that any financing statement evidencing solely the sales of accounts receivable and related assets that occurred prior to the Closing, and the related back-up security interest in such accounts receivable and related assets, shall remain in effect solely with respect to such sales occurring prior to the Closing; (xi) with respect to all Purchased Entity Existing Indebtedness, if any, (A) a Payoff Letter with respect to such Purchased Entity Existing Indebtedness and (B) (1) customary authorizations to file UCC-3 termination statements (or other similar filings) evidencing the release of Liens securing such Purchased Entity Existing Indebtedness, (2) customary documentation to terminate intellectual property security agreements, filings or registrations, as applicable (if any), filed with the United States Patent and Trademark Office, the Companies Registration Office of Ireland, the Intellectual Property Office of Ireland and/or the European Union Intellectual Property Office with respect to such Purchased Entity Existing Indebtedness and (3) customary provisions for the return of any physical collateral subject to Liens securing such Purchased Entity Existing Indebtedness and in the possession of the secured parties or their agent or other representative with respect to such Purchased Entity Existing Indebtedness (it being understood that the deliverables set forth in this clause (B) may be included in the applicable Payoff Letter described in clause (A)); (xii) any other instruments of transfer necessary and appropriate to evidence the transfer of the Seller Entities’ right, title and interest in and to the Purchased Assets pursuant to and in accordance with this Agreement duly executed by Ableauctions and each Seller Entity named as a party thereto, to the Ableauctions Shareholdersextent applicable; (iixiii) letter a tax clearance certificate pursuant to section 980 TCA (a “CGT Clearance Certificate”) confirming that no deduction of resignation from Ableauctions’ current sole officer, any sum representing Irish capital gains tax (“CGT”) is required on payment of the Base Purchase Price to Seller and Seller agrees to notify the Irish Revenue Commissioners of any increase in the consideration payable following determination of the Final Purchase Price; and (xiv) with his resignation as respect to all Seller Existing Indebtedness, (A) customary written evidence of the offices he currently holds with Ableauctions full and irrevocable release (subject to be effective upon Closing customary exceptions) of liens securing, and confirming that he has no claim against Ableauctions guarantees in respect of, all such Seller Existing Indebtedness made by the Purchased Entities and their Subsidiaries, and of liens on any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directorsPurchased Assets securing any such Seller Existing Indebtedness, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 in each case to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery extent such Purchased Assets and/or Purchased Entities and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective their Subsidiaries are transferred on the Closing Date, and (B) (1) customary authorizations to file UCC-3 termination statements (or other similar filings) evidencing the appointment release of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors Liens on the date assets of Purchased Entities and their Subsidiaries securing such Seller Existing Indebtedness, (2) customary documentation to terminate intellectual property security agreements, filings or registrations, as applicable (if any), filed with the resignation United States Patent and Trademark Office, the Companies Registration Office of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. Ireland, the appointment Intellectual Property Office of Ireland and/or the European Union Intellectual Property Office with respect to intellectual property constituting Purchased Assets with respect to such Seller Existing Indebtedness and (3) customary provisions for the return of any physical collateral constituting Purchased Assets subject to Liens securing such Seller Existing Indebtedness and in the possession of the following persons as officers of Ableauctions, effective on the Closing Date, secured parties or their agent or other representative with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior respect to the Closing Date; Purchased Entity Existing Indebtedness (vi) an instruction letter signed by it being understood that the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as deliverables set forth in Annex I; this clause (viiB) a shareholder list may be included in the applicable evidence of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten release described in clause (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”A), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby).

Closing Deliveries. At Administrative Agent received each of the Closingfollowing documents, Ableauctions and/or instruments and agreements, in such counterparts as are acceptable to Administrative Agent and each Bank and each of which is, unless otherwise indicated, dated the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingClosing Date: (i) this Agreement a Note payable to the order of each Bank, each in the amount of such Bank's Commitment, duly executed by Ableauctions and the Ableauctions ShareholdersBorrower; (ii) letter the Amended and Restated Pledge Agreement duly executed and delivered by Borrower together with (A) certificates of resignation from Ableauctions’ current sole officer, with his resignation as to interests evidencing all of the offices he currently holds with Ableauctions outstanding membership interests of Spanish Peaks owned by Borrower, duly endorsed for transfer to be effective upon Closing Administrative Agent, or such other duly executed assignments of such membership interests as are acceptable to Administrative Agent, Banks or their counsel, and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature (B) such UCC-1 financing statements and UCC-3 amendments and assignments executed by Borrower and Existing Bank, as Administrative Agent shall request to be effective upon closingconfirm, evidence and perfect the Liens granted pursuant to such Amended and Restated Pledge Agreement; (iii) letter of resignation of Ableauctions’ current directorsthe Assignments and Amendments to Mortgages duly executed and delivered by Borrower and Existing Bank together with such other assignments, with conveyances, amendments, agreements and other writings, including, without limitation, UCC-3 amendments and assignments, in form and substance satisfactory to Administrative Agent, to properly assign and convey to Administrative Agent the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsExisting Mortgages; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors Mortgages to serve on Ableauctions board of directors, effective be executed on the Closing DateDate pursuant to Section 6.1, duly executed and the appointment of designees of Mr. Lv as additional directors delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements in form and substance satisfactory to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and SecretaryAdministrative Agent; (v) a certificate Certificate of good standing for Ableauctions from its jurisdiction Ownership Interests substantially in the form of incorporationExhibit I, dated not earlier than five (5) days prior to the Closing Dateduly executed and delivered by an Authorized Officer of Borrower; (vi) an instruction letter signed by the President opinion of Ableauctions addressed to Ableauctions’ transfer agent of recordMorris, Laing, Evanx, Xxxxx & Xennxxx, counsel for Borrower, in a form reasonably acceptable and substance satisfactory to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex IAdministrative Agent; (vii) a shareholder list an opinion of Ableauctions as certified by Ableauctions’ Secretary or transfer agentThomxxxx & Xnight, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of AbleauctionsP.C., dated as of the Closing Datespecial Delaware corporate counsel for Borrower, certifying as in form and substance satisfactory to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyAdministrative Agent; (viii) all corporate recordsan opinion of Pruixx, board minutes Xxshxx & Xachxxxx, xxecial Utah counsel for Borrower, favorably opining as to the enforceability of the Mortgages in Utah and resolutions, tax otherwise in form and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect substance satisfactory to Ableauctions; andAdministrative Agent; (ix) an opinion of Bjorx, Xxxxxxx & Xanixxxxx, X.C., special Colorado counsel for Borrower, favorably opining as to the enforceability of the Mortgages in Colorado and otherwise in form and substance satisfactory to Administrative Agent; (x) a certificate signed by an Authorized Officer of Borrower stating that (a) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all respects, and (b) no Default or Event of Default has occurred and is continuing, and (c) all conditions set forth in this Section 7.1 and Section 7.2 have been satisfied; (xi) a copy of each Merger Document, together with a certificate executed by an Authorized Officer of Borrower certifying that such other documents as Top Favour and/or copies are accurate and complete and represent the Top Favour Shareholders may reasonably request in connection complete understanding and agreement of the parties with respect to the subject matter thereof; (xii) copies of the Merger Certificate filed with the transactions contemplated hereby.Kansas and Delaware Secretaries of State (as applicable), together with such certificates, affidavits or other instruments suitable for recording same in the applicable counties and offices in Colorado, Kansas, Texas and Utah, certifying or otherwise evidencing that such copies are accurate and complete copies of the Merger Certificate as so filed;

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Closing Seller shall have delivered deliver to Purchaser or caused to be delivered to Top Favour and the Top Favour Shareholders the followingEscrowee: (i) this Agreement duly the Deed executed by Ableauctions Seller and acknowledged in the Ableauctions Shareholdersform annexed hereto as Exhibit 1; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all the Assignment of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions Space Leases executed by Seller in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe form annexed hereto as Exhibit 2; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Assignment of the 10 calendar day period following Service Contracts (and any permitted replacements or renewals thereof) executed by Seller in the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctionsform annexed hereto as Exhibit 3; (iv) resolutions duly adopted the Assignment of Licenses, Permits, Guarantees and Warranties executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws Seller in the form agreed by the partiesannexed hereto as Exhibit 4; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior notice to the Closing DateSpace Tenants executed by Seller in the form annexed hereto as Exhibit 5 (which will be delivered to the Space Tenants by Seller or its property manager unless otherwise mutually agreed to by Seller and Purchaser); (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordoriginals, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreementor if originals are not available, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names copies of the Top Favour Shareholders as set forth in Annex ISpace Leases; (vii) a shareholder list of Ableauctions notice to the service contractors executed by Seller in the form annexed hereto as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyExhibit 6; (viii) originals, or if originals are not available, copies of the Service Contracts; (ix) to the extent in Seller's possession, the real estate tax bills for the Premises for the then current real estate tax year; (x) to the extent they are in Seller's possession (a) unless posted at the Property, all corporate recordslicenses and permits, board minutes authorizations and resolutions, tax approvals pertaining to the Premises and financial records, agreements, seals (b) all guarantees and warranties which Seller has received in connection with any other information work or documents reasonably requested by Top Favour’s representatives with respect services performed or equipment installed in and improvements erected on the Premises (Seller agrees to Ableauctionsuse commercially reasonable efforts to obtain an acknowledgment from the roof warranty material and/or service provider of the assignment of the roof warranty to Purchaser (at the sole cost and expense of Seller) but failure to obtain same shall not be a condition to Purchaser's obligation to complete Closing not give rise to any liability or obligation on the part of Seller to Purchaser or otherwise); (xi) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations Section 1.1445-2(b)(2); and (ixxii) estoppel certificates (each an "ESTOPPEL CERTIFICATE" and collectively the "ESTOPPEL CERTIFICATES") from Space Tenants representing ninety-five (95%) percent of the leased area of the Premises, provided that Seller shall deliver estoppel certificates from one hundred (100%) percent of Space Tenants equal to or greater than 8,000 square feet occupying space at the Premises (collectively, "ESTOPPEL TENANTS"), in form and substance which do not vary materially from the form annexed hereto as Exhibit 7 (unless such variance benefits Purchaser), provided, however, that any Space Tenant may delete or modify paragraphs m, n and o of the Estoppel Certificate, or, as to any Space Tenant and/or Space Lease providing for or allowing a different form of estoppel certificate, the form provided or allowed by such Space Tenant and/or Space Lease. Seller will request, where appropriate, an estoppel certificate, in the form annexed hereto as EXHIBIT 13, from all guarantors ("GUARANTOR ESTOPPEL CERTIFICATE") of Space Leases at the Premises but failure to obtain an executed Guarantor Estoppel Certificate shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. Notwithstanding the foregoing to the contrary, if the Estoppel Certificates cannot be timely delivered, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to (i) obtain the Estoppel Certificates or (ii) for Space Tenants occupying less than 8,000 square feet at the Premises, elect to deliver Seller's Estoppels in lieu thereof if such estoppels are not delivered, or as a supplement thereto, if such estoppels do not cover all of the required matters as set forth on EXHIBIT 7 or in the form provided for or allowed pursuant to such Space Tenant's Space Lease, as applicable, in the form attached hereto as EXHIBIT 11 (each a "SELLER'S ESTOPPEL" and collectively "SELLER'S ESTOPPELS") which Seller's Estoppels shall be deemed to comply with this Section 9.3(a)(xii) and shall satisfy Seller's obligation with respect to such Space Tenant. Seller shall be entirely released from liability under a Seller Estoppel upon delivery to Purchaser of an Estoppel Certificate from the corresponding Space Tenant to the extent such replacement Estoppel Certificate is in a form and substance which complies with this Section 9.3(a)(xii). If Seller, after exercising or waiving in writing its adjournment right set forth in this Section 9.3(a)(xii), does not or cannot deliver the required Estoppel Certificates, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close notwithstanding the lack of the Estoppel Certificate(s) without any reduction of the Purchase Price and without any liability of Seller relative thereto. In the event any Estoppel Certificate shall claim a default or other documents failure of an obligation (a claim of default or failure of an obligation by Seller or a Space Tenant which arises out of or results from information disclosed to or known by Purchaser prior to the Outside Termination Date shall not be deemed an Estoppel Default) by Seller under a Space Lease (such default or failure hereinafter being referred to as Top Favour and/or an "ESTOPPEL DEFAULT"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Top Favour Shareholders may reasonably request Closing for a period not to exceed thirty (30) days, provided, however, that in connection the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. In the event Purchaser is permitted to terminate this Contract pursuant to the preceding sentence and if Purchaser fails to terminate this Contract as provided for above then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate subject to such Estoppel Default without any reduction of the Purchase Price. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) three (3) Business Days following Purchaser's receipt of an executed Estoppel Certificate and (ii) one (1) Business Day prior to Closing, of Purchaser's permitted objections to any such Estoppel Certificate. Purchaser's failure to timely respond to Seller in accordance with the transactions contemplated herebypreceding sentence shall be deemed its approval of the Estoppel Certificate. (xiii) the Xxxx of Sale, executed by Seller in the form of Exhibit 8 annexed hereto; (xiv) keys, combinations and codes to all locks and security devices to the Premises in Seller's possession; (xv) an update of Seller's representations executed by Seller in accordance with Section 6.3 above; (xvi) a Seller's non-resident withholding affidavit executed by Seller; (xvii) the Transfer Tax return(s) executed by Seller (if applicable); and (xviii) Seller shall request from BB Fonds International 1 USA, L.P., as a party to certain easement agreements on SCHEDULE B (items 10 (o) and (q)), an estoppel certificate in a form attached hereto as EXHIBIT 12 and promptly upon receipt agrees to deliver the same to Purchaser, but the failure to obtain an estoppel certificate from BB Fonds International 1 USA shall not be a condition to Purchaser's obligation to complete Closing nor give rise to any liability or obligation on the part of Seller to Purchaser or otherwise. (xix) a title certificate in form attached hereto as Exhibit 10; and (xx) evidence of Seller's organizational authority. (b) At Closing Purchaser shall deliver to Seller or Escrowee: (i) the balance of the Purchase Price as provided in Section 3 hereof; (ii) the Assignment of the Space Lease executed by Purchaser in the form annexed hereto as Exhibit 2; (iii) the Assignment of the Service Contracts (and any replacements or renewals thereof) executed by Purchaser in the form annexed hereto as Exhibit 3; (iv) notice to the Space Tenants executed by Purchaser in the form annexed hereto as Exhibit 5; (v) Transfer Tax return(s) executed by Purchaser (if applicable); (vi) notice to the service contractors executed by Purchaser in the form annexed hereto as Exhibit 6; and (vii) evidence of Purchaser's organizational authority.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Administrative Agent shall have delivered or caused received the following documents, instruments, agreements, and other information, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Lenders and each of which shall, unless otherwise indicated, be delivered to Top Favour and dated the Top Favour Shareholders the followingClosing Date: (i) this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersAgreement; (ii) letter a Note payable to the order of resignation from Ableauctions’ current sole officereach Lender in the amount of such Lender's Commitment, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingduly executed by Borrower; (iii) letter of resignation of Ableauctions’ current directorsMortgages duly executed by the appropriate Person covering the Cometra Mortgaged Properties, with accompanied by such financing statements requested by Administrative Agent to perfect the resignation of Liens granted by such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsMortgages; (iv) resolutions Existing Mortgage Amendments duly adopted executed by the Board appropriate Person; (v) a Guaranty Agreement duly executed by each of Directors of Ableauctions approving Borrower's Subsidiaries; (vi) a Security Agreement duly executed by Borrower and its Subsidiaries, accompanied by such financing statements executed by Borrower and its Subsidiaries as Administrative Agent shall request to perfect the following events or actionsLiens granted pursuant to the Security Agreement; (vii) a Pledge Agreement duly executed by Borrower and its Subsidiaries, as applicable:appropriate, together with (A) certificates evidencing (1) 100% of the issued and outstanding Capital Stock of Borrower's Subsidiaries (all certificates delivered pursuant to this provision shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) accompanied by such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to the Pledge Agreement; a. (viii) opinions of Vinsxx & Xlkixx X.X.P. and Rubix Xxxx Xxxxx Xxxstant & Friexxxx, xxecial counsel for Borrower and its Subsidiaries, favorably opining as to the enforceability of each of the Loan Documents executed and delivered by Borrower and its Subsidiaries and to such other matters as Administrative Agent or Required Lenders may reasonably request; (ix) certificates executed by an Authorized Officer of Borrower stating that (A) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 6.01 and in SECTION 6.02 have been satisfied; (x) such resolutions, certificates and other documents relating to the existence of the Loan Parties, the corporate, partnership, or limited liability company authority for the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents, and certain other matters relevant hereto, in form and substance satisfactory to Administrative Agent, which resolutions, certificates and documents include resolutions of the directors of each Loan Party authorizing the execution, delivery, and performance of the Loan Documents and certificates of incumbency for each Loan Party; b. (xi) all documents required by Administrative Agent to evidence that, subject only to disbursement and application of initial Borrowing, the Cometra Acquisition shall have closed, which must occur on or before February 28, 1997; (xii) Agents have completed a review of Borrower's environmental due diligence with respect to the Cometra Assets and of the policies and procedures of Borrower and its Subsidiaries with respect to compliance with Environmental Laws, and Agents are reasonably satisfied with the results of that review; (xiii) title information with respect to the Cometra Assets sufficient to enable Agents or their counsel to review title to that part of the Cometra Assets deemed necessary by Agents, and Agents are reasonably satisfied with the results of that review; (xiv) copies of registration statements, offering memorandums, or other information filed with the Securities and Exchange Commission sufficient to enable Agents to verify that the Common Stock Offering and the terms thereof;Approved Notes Offering have been initiated; and c. adoption (xv) an unaudited pro forma consolidated balance sheet of bylaws in Borrower and its Consolidated Subsidiaries which projects the form agreed by financial condition of Borrower and its Consolidated Subsidiaries as at the parties; d. fixing Closing Date after giving effect to the number Common Stock Offering, the Approved Notes Offering, the initial extensions of authorized directors on credit under this Agreement, and the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman acquisition of the board of directors Cometra Assets and which enables Agents to serve verify that Borrower will have adequate liquidity on Ableauctions board of directors, effective on and after the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names sole judgment of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyAgents.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Administrative Agent shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment received each of the following persons documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably shall be acceptable to Top Favour Administrative Agent and consistent with the terms each of this Agreementwhich shall, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to unless otherwise indicated, be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing First Amendment Effective Date: (a) counterparts hereof duly executed by the Borrower and Consenting Lenders that are sufficient to constitute the Required Lenders and consent and agreement counterparts hereof duly executed by the other Loan Parties; (b) counterparts of a pledge agreement duly executed by the General Partner and the Administrative Agent (the “GP Cash Collateral Pledge Agreement”), certifying which shall provide for a pledge by the General Partner of all of its right, title and interest in the GP Cash Collateral Account (as defined below) and the funds deposited therein to the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations; (c) counterparts of a deposit account control agreement duly executed by the General Partner, the Administrative Agent and Xxxxx Fargo Bank, N.A. (the “GP Cash Collateral Control Agreement”), which shall, among other things, restrict the General Partner’s access to and establish the Administrative Agent’s “control” (as such term is defined in Section 9.104 of the Texas UCC (as defined in the Guaranty and Collateral Agreement)) of the GP Cash Collateral Account; (d) counterparts of an agreement duly executed by the General Partner and Southcross Energy LLC, a Delaware limited liability company (together with the General Partner as the owners of at least 58% of the issued and outstanding Equity Interests in the Borrower, the “Equity Holders” and each individually, an “Equity Holder”), and the Administrative Agent (the “Equity Holder Agreement”), which shall require each Equity Holder to promptly deposit or cause to be deposited, as applicable, into the GP Cash Collateral Account any and all proceeds received by such Equity Holder (or received by any transfer agent holding Equity Interests on behalf of such Equity Holder) in respect of the quarterly cash dividends of Available Cash to be declared and paid by the Borrower for the fiscal quarter ending March 31, 2013; (e) an opinion of Gardere Xxxxx Xxxxxx LLP, as special counsel to the Loan Parties and the General Partner, favorably opining as to such matters as the Administrative Agent may reasonably request; and (if) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all such other documents, instruments and writings required pursuant certificates as the Administrative Agent or its counsel may reasonably request relating to this Agreement (the “Transaction Documents”)foregoing, (ii) a copy the organization, existence and good standing of the Certificate of Incorporation General Partner and By-Laws of Ableauctions, as in effect on and as each of the Closing DateLoan Parties, and (iii) a copy the authorization of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, this First Amendment and the transactions contemplated thereby; (viii) all corporate recordshereby, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect legal matters relating to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with General Partner, the transactions contemplated herebyLoan Parties and this First Amendment.

Closing Deliveries. At Concurrently with the Closingexecution and delivery of this Amendment, Ableauctions and/or the Ableauctions Shareholders Company shall have delivered or caused deliver the following to be delivered to Top Favour and the Top Favour Shareholders the followingPurchasers: (i) this Agreement 3.1 A First Amended and Restated Convertible Senior Secured Fixed Rate Note in favor of each Purchaser, in the amount for each Purchaser as set forth on Schedule 1 to the Note Purchase Agreement, in the form attached hereto as Exhibit 1, duly executed by Ableauctions and the Ableauctions Shareholders;Company. (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws 3.2 The First Amendment Warrants in the form agreed attached hereto as Exhibit 3A, in favor of each Purchaser in the number specified on Schedule 1 to this Amendment, duly executed by the parties;Company. d. fixing 3.3 An opinion of counsel of each of Xxxxxx & Whitney LLP’s Minneapolis office and London office in form and substance satisfactory to the number Purchasers (it being agreed that the Company shall deliver the opinion from the London office of authorized directors on Xxxxxx & Xxxxxxx LLP within three (3) business days following the board Closing) 3.4 A copy of directors at seven (7); e. any consent of any Person required in order to give effect to the appointment of Jianhua Lv as Chairman agreements of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as Company set forth in Annex I;the Amendment Documents (as defined below) or in the Note Purchase Agreement as amended by this Amendment, or in order to prevent a violation of agreements with such Person by execution of this Amendment by the Company. (vii) a shareholder list 3.5 A copy of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days any filings made with any Governmental Authority required to give effect to the agreements of the Closing Date;Company set forth in the Amendment Documents (as defined below) or in the Note Purchase Agreement as amended by this Amendment. a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a 3.6 A copy of the resolutions of the Board of Directors of Ableauctions the Company ratifying, confirming and authorizing and approving Ableauctions’ the execution, delivery and performance of this Amendment and all other documents executed by the Transaction Documents, all matters Company in connection with this Amendment (collectively, with this Amendment, the Transaction “Amendment Documents”), certified as true and accurate by an officer of the transactions contemplated thereby;Company, along with a certification by such officer (i) certifying as to a true and correct copy of the current Articles of Incorporation of the Company, (ii) certifying as to a true and correct copy of the current Bylaws of the Company; and (iii) identifying each officer of the Company authorized to execute the Amendment Documents and certifying as to specimens of such officer’s signature and such officer’s incumbency in such offices as such officer holds. (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested 3.7 Evidence of the satisfaction by Top Favour’s representatives with respect to Ableauctions; and (ix) the Company of such other documents conditions as Top Favour and/or reasonably specified by the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyPurchasers.

Closing Deliveries. 7.1 At or prior to the Closing, Ableauctions and/or the Ableauctions Shareholders Seller shall have delivered direct DAP to make or caused cause to be delivered made, as the case may be, the following deliveries to Top Favour and the Top Favour Shareholders Tenancy and/or to Purchaser, as the followingcase may be: (i) this Agreement duly executed by Ableauctions and 7.1.1 Seller shall direct DAP to deliver the Ableauctions Shareholders;TIC Deed to the Tenancy in accordance with the applicable provisions of the DAP Contract. (ii) letter 7.1.2 Seller shall direct DAP to deliver to the Tenancy an assignment of resignation from Ableauctions’ current sole officer, with his resignation as to all of DAP's right, title and interest as landlord or otherwise under each of the offices he currently holds Space Leases affecting the Property in accordance with Ableauctions the applicable provisions of the DAP Contract, and shall direct DAP to deliver to the Tenancy executed originals or copies certified to DAP's knowledge to be effective upon Closing true, correct and confirming complete copies (if DAP does not have originals in its possession) of each of such Space Leases and all correspondence and other records, if any, pertaining to such Space Leases, in each case to the extent in DAP's possession. Seller shall direct that he has no claim against Ableauctions all Space Lessees' security deposits in respect of any outstanding remuneration the amount as set forth in Exhibit B-1 attached hereto and made a part hereof or fees of whatever nature in the amount required to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, have been deposited with the resignation landlord under such Space Leases as set forth in Exhibit B-2 except to the extent applied by DAP in accordance with the DAP Contract (together with accrued interest thereon, if any, less DAP's proportionate share of administrative fees, if any, together with DAP's calculation of such directors fees), subject to take effect immediatelysubsection 6.1.6 hereof, be turned over by DAP to the Tenancy at the Closing, at DAP's option, by (a) payment of the amount thereof to the Tenancy or (b) a credit to the Tenancy against the Purchase Price. Seller shall, in addition, instruct DAP in connection with any such securities in form other than Xxxxx Xxxxx, whose resignation cash to transfer same to the Tenancy by way of appropriate instruments of transfer or assignment. 7.1.3 Seller shall be effective on direct DAP to execute and deliver to the expiration Tenancy (x) notices to the Space Lessees under the Space Leases advising them of the 10 calendar day period following the date sale of the mailing Property and (y) notices to the vendors under the Service Contracts advising them of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman sale of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectiveProperty; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, each in a form reasonably acceptable to Top Favour and consistent in accordance with the terms applicable provisions of this Agreementthe DAP Contract. 7.1.4 Seller shall direct DAP to assign to the Tenancy all of DAP's right, instructing title and interest in and to the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered Service Contracts set forth on Exhibit C and Exhibit C-1 and all other Service Contracts entered into after --------- ----------- the date hereof pursuant to this Agreement registered in accordance with the applicable provisions of the DAP Contract. 7.1.5 Seller shall direct DAP to deliver to the Tenancy a bill of sale, conveying and transferring to the Tenancy all xxxxt, title and interest of DAP in and to all fixtures, machinery, equipment, articles of personal property and improvements in the names nature of personal property attached or appurtenant to, or located on, or used in connection with the use or operation of, or used or adapted for use in connection with the enjoyment or occupancy of the Top Favour Shareholders as set forth Property, specifically excluding, however, any personal property of Space Lessees (the "Personal Property"), in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days accordance with the applicable provisions of the Closing Date;DAP Contract. No portion of the Purchase Price shall be deemed allocated to payment for the Personal Property. a. 7.1.6 Seller shall direct DAP to deliver to the Tenancy all keys to any portion of the Property to the extent in DAP's possession or control in accordance with the applicable provisions of the DAP Contract. 7.1.7 Seller shall direct DAP to deliver to the Tenancy a certificate, duly executed and acknowledged by DAP, in accordance with Section 1445 of the Code. 7.1.8 Seller shall deliver to Purchaser resolutions of Seller, in form reasonably satisfactory to Purchaser and the Title Company, authorizing the transaction contemplated herein and the execution and delivery of the documents required to be executed and delivered hereunder. 7.1.9 Seller shall deliver to Purchaser a certificate of the Secretary of AbleauctionsSeller, dated as of the Closing DateClosing, certifying to the fulfillment of the condition set forth in subsection 8.2.2 hereof. 7.1.10 Seller shall direct DAP to deliver to the Tenancy an assignment and adoption agreement pursuant to which the Union Agreements are assigned to the Tenancy and duly adopted and assumed by the Tenancy in accordance with the applicable provisions of the DAP Contract provided -------- however that if the Green Entity (as defined in the DAP Contract) delivers ------- the Employment Indemnities (as defined in the DAP Contract) in favor of DAP and Seller, then the Tenancy, at Purchaser's election, may, but shall not be obligated to, assume the obligations under the Union Agreements, and further, at Purchaser's election, may, but shall not be obligated to, offer employment to (i) and hire any or all Employees covered by the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documentsUnion Agreements. 7.2 At or prior to the Closing, instruments and writings Purchaser and/or Seller, as the case may be, shall make, have made or caused to be made, the following deliveries: 7.2.1 Purchaser shall pay the Cash Payment required pursuant to this Agreement (the “Transaction Documents”)subsection 1.1.2 hereof. 7.2.2 Purchaser and Seller each shall execute, (ii) a copy acknowledge and deliver, on behalf of the Certificate Tenancy, to DAP, a counterpart of Incorporation all documents to be delivered to DAP by the Tenancy pursuant to the DAP Contract. 7.3 Seller and By-Laws Purchaser, at the Closing, shall prepare, execute and deliver to each other, subject to all the terms and provisions of Ableauctionsthis Agreement, as in effect on and as of the Closing DateTIC Agreement, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals closing statement and any other information or documents reasonably requested required by Top Favour’s representatives with respect the Title Company or otherwise reasonably required in order to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with consummate the transactions contemplated hereby.

Closing Deliveries. At On or before the ClosingClosing Date, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused Company will deliver to be delivered to Top Favour and the Top Favour Shareholders Dealer Managers the following: (a) a legal opinion dated as of the Closing Date from Canadian counsel to TimberWest in form reasonably satisfactory to the Dealer Managers and their counsel; (b) a legal opinion dated as of the Closing Date from U.S. counsel to TimberWest as to the filing and effectiveness of the Registration Statement in customary form; (c) a certificate or certificates dated the Closing Date and signed on behalf of TimberWest by the Chief Executive Officer and the Chief Financial Officer of TimberWest or such other officers of TimberWest acceptable to the Dealer Managers, acting reasonably, addressed to the Dealer Managers certifying for and on behalf of TimberWest (and without personal liability) after having made due enquiry and after having carefully examined the Prospectus, including all documents incorporated by reference that: (i) this Agreement duly executed since the respective dates as of which information is given in the Prospectus as amended by Ableauctions any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of TimberWest and its subsidiaries on a consolidated basis, and (B) no transaction has been entered into by any of TimberWest or its subsidiaries which is material to TimberWest and its subsidiaries on a consolidated basis, other than as disclosed in the Ableauctions ShareholdersProspectus or any Prospectus Amendment, as the case may be; (ii) letter no order, ruling or determination having the effect of resignation from Ableauctions’ current sole officer, with his resignation as to all suspending the sale or ceasing the trading of the offices he currently holds with Ableauctions Debentures or Stapled Units or any other securities of TimberWest has been issued by any regulatory authority and no proceedings for that purpose have been instituted or are pending or, to be effective upon Closing and confirming that he has no claim against Ableauctions in respect the knowledge of such officers, contemplated or threatened under any outstanding remuneration of the Canadian Securities Laws or fees of whatever nature to be effective upon closingby any regulatory authority; (iii) letter of resignation of Ableauctions’ current directors, TimberWest has duly complied with the resignation terms, conditions and covenants of such directors this Agreement on its part to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on complied with up until the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions;Closing Time; and (iv) resolutions duly adopted the representations and warranties of TimberWest contained in this Agreement are true and correct in all material respects as of the Closing Time as if made as of such date (except for such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct in all material respects as of that date and except as affected by the Board of Directors of Ableauctions approving the following transactions, changes, conditions, events or actions, as applicable: a. the execution, delivery and performance of circumstances contemplated by this Agreement; b. the Acquisition Agreement and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7Investment Agreement); e. (d) a bringdown letter from the appointment of Jianhua Lv as Chairman external auditors of the board of directors to serve on Ableauctions board of directors, effective on Company dated the Closing Date, and Date updating the appointment of designees of Mr. Lv as additional directors comfort letter referred to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on in Section 6(a)(iv) above to the Closing DateTime, with such letter to be in form and substance satisfactory to the titles set forth opposite his name (Dealer Managers and their counsel, provided that such letter shall be based on a review by the auditors having a “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not cut-off date” no earlier than five (5) days two Business Days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ixe) such other documents evidence as Top Favour and/or to compliance by the Top Favour Shareholders may reasonably request in connection Company with all conditions precedent to the transactions contemplated herebyissuance of the Debentures.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly At the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, Holdings shall deliver to Purchaser (A) certificates evidencing such number of shares of Common Stock (as calculated in accordance with Section 3(b)(ii) above) (the “Mandatory Issuance Shares”), pursuant to the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, in definitive form and registered in the name of Purchaser and/or such assigns permitted pursuant to the Note and in such denominations as Purchaser shall reasonably request, (B) proof of the payment prior to such Mandatory Issuance Closing Date of applicable documentary stamp taxes and any other fees or costs imposed on the issuance of the Mandatory Issuance Shares by any Governmental Agency having jurisdiction over such issuance, (C) an executed by Ableauctions signature page of the Subscription Agreement, a form of which is attached hereto as Exhibit A (the “Subscription Agreement”) and (D) an executed signature page of the Ableauctions Shareholders;Note Assignment, a form of which is attached hereto as Exhibit B (the “Note Assignment”). (ii) letter At the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, as the case may be, the Company shall deliver to Purchaser (A) an amount in cash equal to the sum of resignation from Ableauctions’ current sole officer, with his resignation as (x) any accrued and unpaid interest (other than accrued and unpaid interest added to all the Invested Principal Amount pursuant Section 2.01 of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions Notes) in respect of the Notes assigned pursuant to the Mandatory Issuance Notice delivered to Holdings under Section 3(b)(ii) above, (y) any outstanding remuneration or fees cash payment in lieu of whatever nature any fractional share of Common Stock pursuant to be effective upon closing;Section 3(b)(ii) above, and (z) the Redemption Payment, and (B) a new Note representing the Current Invested Principal Amount, if any. (iii) letter of resignation of Ableauctions’ current directorsAt the Mandatory Issuance Closing or any Mandatory Issuance Subsequent Closing, with as the resignation of such directors case may be, Purchaser shall deliver to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Holdings (A) an executed signature page of the 10 calendar day period following the date Subscription Agreement, (B) an executed signature page of the mailing Note Assignment, (C) such number of the Schedule 14f-1 Notes owned by Purchaser with an aggregate principal amount equal to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders Conversion Principal Amount as set forth in Annex I; (vii) a shareholder list the Mandatory Issuance Notice to which the Mandatory Issuance Closing or such Mandatory Issuance Subsequent Closing relates, together with an instrument of Ableauctions as certified transfer reasonably satisfactory to Holdings duly executed by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing DatePurchaser, and (iiiD) a copy of the resolutions of Issuance Purchase Price for the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction DocumentsMandatory Issuance Shares. Upon such delivery, and subject to Section 3(c) above, Holdings shall receive the transactions contemplated thereby; (viii) relevant Notes and all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any the rights pertaining to a holder thereof other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or than the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyExchange Rights.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingConcurrently herewith: (ia) the Borrower shall cause each Guarantor of Payment to consent and agree to and acknowledge the terms of this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersAmendment; (iib) letter the Borrower and each Guarantor of resignation from Ableauctions’ current sole officerPayment shall execute and deliver to the Administrative Agent a Pledge Agreement, with his resignation as in form and substance satisfactory to the Administrative Agent, pursuant to which the Borrower and each such Guarantor of Payment shall pledge all of the offices he currently holds stock or other equity interest of each Subsidiary (other than a Foreign Subsidiary) of the Borrower or such Guarantor of Payment, together with Ableauctions to be effective upon Closing the stock certificates pledged thereunder and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingaccompanying stock transfer powers; (iiic) letter the Borrower shall deliver to the Administrative Agent such examinations and reports, in form and detail satisfactory to the Administrative Agent, with respect to the Mortgaged Property, issued by a title company satisfactory to the Administrative Agent, that shows each Mortgage to be a valid first priority Lien on such Mortgaged Property, free and clear of resignation all defects and encumbrances except such matters of Ableauctions’ current directorsrecord as permitted pursuant to the Credit Agreement; (d) the Borrower shall deliver to the Administrative Agent evidence of insurance on ACORD 27 form, and otherwise satisfactory to the Administrative Agenx, xx adequate personal property and liability insurance of each Credit Party, with the resignation of such directors to take effect immediatelyAdministrative Agent, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration behalf of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsLenders, listed as mortgagee, loss payee and additional insured; (ive) resolutions duly adopted by the Board of Directors of Ableauctions approving Borrower shall provide to the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition Administrative Agent and the terms thereof; c. adoption Lenders an officer's certificate certifying the names of bylaws in the form agreed by officers of the parties; d. fixing Borrower and each Guarantor of Payment authorized to sign this Amendment and the number of authorized directors Security Documents that are being executed on the board date hereof to which the Borrower or such Guarantor of directors at seven (7); e. Payment is a party, together with the appointment true signatures of Jianhua Lv as Chairman such officers and certified copies of the resolutions of the board of directors to serve on Ableauctions board or executive committee of directorsthe Borrower or such Guarantor of Payment, effective on evidencing approval of the Closing Date, execution and delivery of this Amendment and the appointment Security Documents to which the Borrower or such Guarantor of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) Payment is a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Dateparty; (vif) an instruction letter signed by the President Borrower shall provide to the Administrative Agent and the Lenders such opinions of Ableauctions addressed to Ableauctions’ transfer agent counsel for the Borrower and each Guarantor of recordPayment, in a form reasonably acceptable and substance satisfactory to Top Favour the Administrative Agent and consistent with the terms of this AgreementLenders, instructing as the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in Administrative Agent and the names of the Top Favour Shareholders as set forth in Annex ILenders may deem necessary or appropriate; (viig) a shareholder list pursuant to Section 1.5 of Ableauctions as certified by Ableauctions’ Secretary or transfer agentthis Amendment, dated within ten the Borrower shall cause each Eligible Subsidiary (10other than S.K. Wellman S.p.A.) days to deliver to the Administrative Agent an Electxxx xx Xxxxxnate; (h) the Borrower shall pay to the Administrative Agent, for the pro rata benefit of the Closing DateLenders, an amendment fee in the amount of Fifty Thousand Dollars ($50,000); a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant with respect to this Agreement (the “Transaction Documents”), (ii) a copy each parcel of the Certificate of Incorporation and By-Laws of AbleauctionsMortgaged Property, as in effect on and as evidence to the satisfaction of the Closing Date, Administrative Agent that no portion of any Mortgaged Real Property is located in a Special Flood Hazard Area or is otherwise classified as Class A or Class BX on the Flood Maps maintained by the Federal Emergency Management Agency; (j) the Borrower shall pay all legal fees and (iii) a copy expenses of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters Administrative Agent in connection with the Transaction Documents, this Amendment and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsexecuted in connection herewith; and (ixk) the Borrower shall provide such other documents items and shall satisfy such other conditions as Top Favour and/or may be reasonably required by the Top Favour Shareholders may reasonably request in connection with Administrative Agent and the transactions contemplated herebyLenders.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders TDI shall have delivered or caused to be delivered to Top Favour The Fashion House and the Top Favour Fashion House Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions TDI authorizing and approving the following events or actions, as applicable: a. Reverse Share Exchange and the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (vii) a certificate of good standing for Ableauctions TDI from its jurisdiction the Secretary of incorporationState of the State of Colorado, dated not earlier than five (5) days prior to the Closing DateDate (or such other period of time as The Fashion House may accept); (iii) written resignations of all officers and directors of TDI in office immediately prior to the Closing, and board resolutions electing the following individuals to the positions with TDI and each Subsidiary listed opposite their names below: John Hanna Chairman of txx Xxxxx; President and CEO Christopher Wyatt Director Joseph McCann Director Eric Richardson Director Steven W. Trager Director Ronald Wittman Treasurer, Chxxx Xxxxxxxxx Officer and Secretary (iv) a file stamped copy of an amendment to the Articles of Incorporation confirming implementation of the Reverse Split and changing of the corporate name to The Fashion House Holdings, Inc., or such other name as determined by The Fashion House, subject only to the administrative delay necessitated by notice requirements under Rule 10b-7 and the Nasdaq OTC coordinator; (v) irrevocable instructions to the Transfer Agent authorizing and directing the issuance of a certificate for and in the name of each Fashion House Shareholder representing the number of TDI Shares set forth opposite such Fashion House Shareholder's name on Schedule I attached hereto; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Iduly executed by TDI; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s The Fashion House's representatives with respect to AbleauctionsTDI, to the extent that TDI possesses such materials; (viii) proof of filing of the Form 10-QSB for the quarter ended June 30, 2005, with content reasonably acceptable to The Fashion House; (ix) a duly signed Officer's Certificate and Secretary's Certificate in a form acceptable to The Fashion House; (x) a legal opinion of counsel for TDI in a form acceptable to The Fashion House; (xi) confirmation that all loans and other monetary obligations listed on Schedule 4.19 have either been waived or will be paid in full out of the proceeds of the $325,000 delivered at closing; and (ixxii) such other documents as Top Favour The Fashion House and/or the Top Favour Fashion House Shareholders may reasonably request in connection with the transactions contemplated hereby, to the extent that TDI possesses such materials.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders : (a) each Founder shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingdelivered: (i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement duly executed Agreement, including (if applicable) (A) delivery of certificates representing all of the issued and outstanding limited liability company membership interests of the applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by Ableauctions and each of the Ableauctions ShareholdersFounder Newcos, as set forth in Section 2.2(b); (ii) letter of resignation from Ableauctions’ current sole officerto Liberty, with his resignation as to all Liberty Global, New United and each other Founder, duly executed counterparts of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingStockholders Agreement; (iii) letter to New United and each other Founder, duly executed counterparts of resignation the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of Ableauctions’ current directorsUnited Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the United/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the resignation Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) Schneider shall deliver to New United a stock certificate representixx xxx xxare of United Class A Stock, duly endorsed in blank or with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; (ii) to New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the United/Liberty Agreement; (vii) to Liberty Global and New United, duly executed counterparts of the New United Covenant Agreement; and (viii) if the Note Repayment Amount or any portion thereof is being paid at the Closing, to UIPI, (A) payment of the Note Repayment Amount or portion thereof by delivery of cash, Liberty 2009 Notes or a combination thereof, or such other form of consideration provided for in the Notes Tender Letter Agreement or as may be acceptable to United, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates representing the Founder Consideration Shares to be issued to such Founder pursuant to Section 2.2(b), registered in the name of such directors Founder; (iii) to take effect immediatelyLiberty or the appropriate Contributing Party or Contributing Parties, other than Xxxxx Xxxxx, whose resignation shall be effective on newly issued stock certificates representing the expiration of Liberty Consideration Shares and the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsLiberty Contribution Shares; (iv) resolutions to Liberty, appropriate instruments, duly adopted executed by New United, assuming all of Liberty Sub's obligations under the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this AgreementBelmarken Loan Agreements; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate to Liberty and LMI, duly executed counterparts of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing DateNo Waiver Agreement; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordLiberty Global, in a form reasonably acceptable to Top Favour Liberty and consistent with the terms of this Agreementeach Founder, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names duly executed counterparts of the Top Favour Shareholders as set forth in Annex IStockholders Agreement; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agentto each Founder, dated within ten (10) days duly executed counterparts of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyVoting Agreement; (viii) all corporate recordsto Liberty Global and Liberty, board minutes duly executed counterparts of the Standstill Agreement and resolutionsthe Registration Rights Agreement; (ix) to United, tax and financial recordsduly executed counterparts of the Certificate of Merger; (x) to each Series E Holder, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsduly executed counterparts of the Exchange Agreement; and (ixxi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be delivered: (i) to New United, duly executed counterparts of the Certificate of Merger; (ii) if, at the Closing, the Note Repayment Amount or any portion thereof is being paid or the $310,000,000 Notes or any portion thereof are being assumed by New United, to Liberty, (A) if applicable, the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount as provided in Section 2.3, (B) if applicable, a counterpart of the Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each of its Controlled Affiliates that is a beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Series E Holder. (g) LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the No Waiver Agreement. (h) Each of the parties shall also deliver or cause to be delivered the certificates, opinions and other documents as Top Favour and/or required by Articles VIII, IX, X, XI and XII. (i) All shares of New United Class C Stock required to be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the Top Favour Shareholders may reasonably request in connection with name of the transactions contemplated herebyapplicable Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer of immediately available funds to an account or accounts at a domestic bank identified by the applicable party by written notice to the party making or causing to be made such payment at least three Business Days prior to the applicable Closing.

Closing Deliveries. At the Closing: (a) Seller shall execute and deliver to Purchaser a Xxxx of Sale, Ableauctions and/or substantially in the Ableauctions Shareholders form attached as Exhibit A and such other bills of sale, endorsements, assignments and such other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall have be effective to vest in Purchaser as of the Closing Date good title to all of the Purchased Assets as provided herein; (b) in addition to the foregoing, there shall be executed and delivered or caused to be delivered to Top Favour and at the Top Favour Shareholders Closing the following: (i) this Agreement duly executed by Ableauctions Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer or Chief Operating Officer, certifying that the Ableauctions Shareholdersrepresentations and warranties of Seller contained in Section 5.2 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (ii) letter of resignation from Ableauctions’ current sole officerby Seller to Purchaser, with his resignation as to all a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer or Chief Operating Officer attaching (A) a certified copy of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration resolutions of the 10 calendar day period following the date board of the mailing directors of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. Seller authorizing the execution, delivery and performance of this Agreement; b. the Acquisition Agreement and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven all documents associated herewith; and (7); e. the appointment of Jianhua Lv as Chairman B) a certified copy of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction incorporation and bylaws of incorporation, dated not earlier than five (5) days prior to the Closing DateSeller and all amendments thereto; (viiii) an instruction letter by Purchaser to Seller, a certificate, dated the Closing Date and signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordPurchaser’s President, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary Chief Executive Officer or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing DateChief Operating Officer, certifying as to (i) that the incumbency representations and warranties of officers of Ableauctions executing this Agreement Purchaser contained in Section 5.1 are accurate and all exhibits complete both when made and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on at and as of the Closing Date with the same effect as though made at and as of such time and that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); and (iv) by Purchaser to Seller, a certificate, dated the Closing Date and signed by Purchaser’s President, Chief Executive Officer or Chief Operating Officer attaching (iiiA) a certified copy of the resolutions of the Board board of Directors directors of Ableauctions Purchaser authorizing and approving Ableauctions’ the execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the Transaction Documents, certificate of incorporation and bylaws of Purchaser and all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyamendments thereto.

Closing Deliveries. (a) Subject to the terms and conditions of this Agreement, the deliveries contemplated by this Section 2.10 shall occur electronically at a closing (the “Closing”) to be held at the Closing Time on the Closing Date. (b) Harvest and the Company shall make commercially reasonable efforts to have the Closing Date occur on the final day of a month or quarter for purposes of determining the Company’s opening IFRS balance sheet as of the Closing. (c) At the Closing, Ableauctions the Company and/or the Ableauctions Shareholders ParentCo, as applicable, shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingHarvest: (i) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted by the Company Board and members of the Company evidencing authorization of the execution of this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersTransaction Documents to which the Company is a party, as applicable, and the consummation of the Transactions, including the Company U.S. Merger, contemplated hereby and thereby; (ii) letter a true and complete copy, certified by the secretary or similar officer of resignation from Ableauctions’ current sole officer, with his resignation as to all ParentCo of (A) the resolutions duly and validly adopted by the ParentCo Board evidencing authorization of the offices he currently holds with Ableauctions execution of this Agreement and the Transaction Documents to which ParentCo or Merger Sub is a party and the consummation of the Transactions contemplated thereby, (B) the ParentCo Arrangement Resolution duly and validly adopted evidencing the ParentCo Required Shareholder Approval, (A) the ParentCo Equity Incentive Plan Resolution duly and validly adopted evidencing the ParentCo Required Shareholder Approval, and (D) ParentCo’s articles and notice of articles as of the Closing Date, including the rights and restrictions attached to the ParentCo Shares, which rights and restrictions shall be effective upon Closing and confirming that he has no claim against Ableauctions identical to those in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe ParentCo Articles Amendment; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration a certificate of the 10 calendar day period following the date secretary or similar officer of the mailing Company certifying the number of ParentCo Shares in respect of which any Company Unit Holder has exercised or purported to exercise ParentCo Dissent Rights, along with particulars regarding the Schedule 14f-1 to the shareholders identity of, and number of AbleauctionsCompany Units held by, any such Company Unit Holders; (iv) resolutions duly adopted a true and complete copy, certified by the Board secretary or similar officer of Directors the Company, of Ableauctions approving the following events or actionsU.S. Merger Agreement executed by the Company, as applicable: a. the execution, delivery ParentCo and performance of this Agreement; b. the Acquisition Merger Sub and the terms thereofcertificate of merger with required exhibits attached thereto; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certified copy of the certificate of good standing for Ableauctions from its jurisdiction merger issued by the Delaware Secretary of incorporation, dated not earlier than five (5) days prior to State confirming the Closing DateCompany U.S. Merger is effective; (vi) an instruction letter signed a true and complete copy, certified by the President secretary or similar officer of Ableauctions addressed the Company, of each Qualified Holdco Exchange Agreement entered into by ParentCo prior to Ableauctions’ transfer agent of recordthe Closing Time, in each case executed by ParentCo and all of the Qualified Holdco Shareholders who are a form reasonably acceptable party to Top Favour such Qualified Holdco Exchange Agreement, along with certificates representing all of the Qualified Holdco Shares, duly endorsed for transfer to ParentCo, to which such Qualified Holdco Exchange Agreement relates and consistent with such other documents as are required pursuant to the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares such Qualified Holdco Exchange Agreement to be delivered pursuant to this Agreement registered in at the names of the Top Favour Shareholders as set forth in Annex IClosing; (vii) a shareholder list of Ableauctions as true and complete copy, certified by Ableauctions’ Secretary the secretary or transfer agent, dated within ten (10) days similar officer of the Company, of each Qualified Pipeline Exchange Agreement entered into by ParentCo prior to the Closing DateTime, in each case executed by ParentCo and all of the Qualified Pipeline Equity Holders who are a party to such Qualified Pipeline Exchange Agreement, along with certificates representing all of the Qualified Pipeline Interests, duly endorsed for transfer to ParentCo, to which such Qualified Pipeline Exchange Agreement relates and such other documents as are required pursuant to such Qualified Pipeline Exchange Agreement to be delivered at the Closing; a. a certificate (viii) the Escrow Agreement executed Harvest, the Company Representative for and on behalf of all of the Secretary Participating Company Unit Holders, all of Ableauctionsthe Qualified Holdco Shareholders, and the Escrow Agent; (ix) the Lock-Up Agreements executed by the Locked-Up Shareholders (or, to the extent such any such Locked-Up Shareholder is a Qualified Holdco, Lock-Up Agreements executed by all of the Qualified Holdco Shareholders of such Qualified Holdco); (x) a properly executed statement, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”in accordance with U.S. Treasury Regulations Sections 1.1445-11T(d)(2), and in a form reasonably acceptable to Harvest, certifying that an interest in the Company is not a U.S. real property interest within the meaning of Section 897(c) of the Code; (iixi) a copy of the Certificate of Incorporation and By-Laws of Ableauctionsproperly executed statement, as in effect on and dated as of the Closing Date, in accordance with U.S. Treasury Regulations Sections 1.1445-11T(d)(2), and (iiiin a form reasonably acceptable to Harvest, with respect to each Qualified Pipeline Entity certifying that an interest in such Qualified Pipeline Entity is not a U.S. real property interest within the meaning of Section 897(c) a copy of the resolutions Code or with respect to a Qualified Pipeline Entity, a properly executed statement, dated as of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ executionClosing Date, delivery and performance of the Transaction Documents, all matters in connection accordance with the Transaction DocumentsTreasury Regulations Section 1.1445-2(b)(2), and the transactions contemplated therebyin a form reasonably acceptable to Harvest, with respect to each Qualified Pipeline Entity owner certifying that such owner is not a foreign person; (viiixii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionseach member of the Company, either: (a) a properly executed certificate completed in accordance with Section 1446(f) of the Code and Section 6.01 of IRS Notice 2018-29 and, in form and substance reasonably acceptable to Harvest, that satisfies the requirements of Section 1.1445-2(b)(2) of the Treasury Regulations (as modified to take into account Section 1446(f) of the Code), certifying that such member is not a foreign person or (b) a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (for the avoidance of doubt, the failure of any member to provide such certificate or form shall not prevent the Closing and in such case, ParentCo shall withhold U.S. federal income tax pursuant to Section 2.12); (xiii) all other agreements, documents, instruments or certificates required to be delivered by the Company at or prior to the Closing pursuant to Section 10.02; and (ixxiv) all other agreements, documents, instruments or certificates required to be delivered by ParentCo or Merger Sub at or prior to the Closing pursuant to Section 10.02. (d) At the Closing, Harvest shall deliver to the Company and ParentCo: (i) a true and complete copy, certified by the secretary or similar officer of Harvest, of (A) the resolutions duly and validly adopted by the Harvest Board evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the Transactions, and (B) the Harvest Arrangement Resolution duly and validly adopted evidencing the Harvest Required Shareholder Approval; (ii) a properly executed statement, dated as of the Closing Date, in accordance with U.S. Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and in a form reasonably acceptable to the Company, certifying that an interest in Harvest is not a U.S. real property interest within the meaning of Section 897(c) of the Code; and (iii) all other agreements, documents, instruments or certificates required to be delivered by Harvest at or prior to the Closing pursuant to Section 10.03. (e) At the Closing, Newco shall deliver to the Company, ParentCo and Harvest: (i) a true and complete copy, certified by the secretary or similar officer of Newco, of (A) the resolutions duly and validly adopted by the Newco Board evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the Transactions, and (B) the Newco Arrangement Resolution, duly and validly adopted by the Newco Shareholder; and (ii) all other agreements, documents, instruments or certificates required to be delivered by Newco at or prior to the Closing pursuant to Section 10.03. (f) At the Closing, each Arrangement Party shall deliver, in escrow, all documents contemplated under the Plan of Arrangement, to the extent such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request have not otherwise been delivered in connection accordance with the transactions contemplated herebythis Section 2.10.

Closing Deliveries. At the Closing: (a) Purchaser shall cause Cavello Bay Re to execute and to deliver, Ableauctions and/or and Seller shall, and shall cause Maiden Re to, execute and deliver the Ableauctions Shareholders Novation Agreement, which shall provide for the novation of (i) the Affiliate Reinsurance Agreements and (ii) unless the Parties agree in writing otherwise, the 2012 ADC Contract, in each case from Maiden Re to Cavello Bay Re, and the Novation Agreement shall be in full force and effect and any payments required to be made under the Novation Agreement shall have delivered been or caused will be made on the Closing Date. (b) Purchaser shall cause Cavello Bay Re to execute and to deliver, and Seller shall cause Maiden Re to execute and deliver the Retrocession Agreement, which agreement shall provide for the retrocession of Liabilities under the Motors Reinsurance Agreement from Maiden Re to Cavello Bay Re, and the Retrocession Agreement shall be in full force and effect and any payments required to be made under the Retrocession Agreement shall have been or will be made on the Closing Date. (c) Purchaser shall, and shall cause Cavello Bay Re to, execute and deliver, and Maiden Holdings, Ltd. shall, and Seller shall cause Maiden Re to, execute and deliver the Excess Loss Agreement, and the Excess Loss Agreement shall be in full force and effect. (d) Purchaser will deliver or cause to be delivered to Top Favour and the Top Favour Shareholders the followingSeller: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 an amount equal to the shareholders Closing Purchase Price, by wire transfer of Ableauctions; immediately available funds to such account as Seller may direct by written notice to Purchaser at least two (iv2) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days Business Days prior to the Closing Date; (viii) a certificate, dated the Closing Date and duly executed by an instruction letter signed by authorized officer of Purchaser, that the President of Ableauctions addressed to Ableauctions’ transfer agent of record, conditions specified in a form reasonably acceptable to Top Favour Sections 6.2(c) and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I(d) have been fulfilled; (viiiii) a shareholder list the Novation Agreement, duly executed by Cavello Bay Re; (iv) the Retrocession Agreement, duly executed by Cavello Bay Re; (v) the Excess Loss Agreement, duly executed by Purchaser and Cavello Bay Re; and (vi) the Transition Services Agreement, duly executed by Purchaser (or any applicable Affiliates). (e) Seller will deliver to Purchaser: (i) stock certificate(s) evidencing the Shares, endorsed in blank or with an executed blank stock power attached sufficient to vest good and valid title to the Shares in Purchaser, free and clear of Ableauctions any Encumbrances; (ii) written resignations or removal by Seller of all directors and officers of the Company, effective as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy certification in the form contained in Section 1.1445-2(b) of the resolutions Treasury Regulations to the effect that Seller is not a “foreign person” within the meaning of Section 1445 of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, Code and the transactions contemplated therebyTreasury Regulations thereunder; (iv) a certificate, dated the Closing Date and duly executed by an authorized officer of Seller, that the conditions specified in Sections 6.1(c) and (d) have been fulfilled; (v) the Novation Agreement, duly executed by Seller and Maiden Re; (vi) the Retrocession Agreement, duly executed by Maiden Re; (vii) the Excess Loss Agreement, duly executed by Maiden Holdings, Ltd. and Maiden Re; and (viii) all corporate recordsthe Transition Services Agreement, board minutes duly executed by Seller (or any applicable Affiliates) and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyCompany.

Closing Deliveries. At The purchase and sale of the ClosingOffered Shares shall be completed at the Closing Time at the offices of XxXxxxx Xxxxxxxxx LLP, Ableauctions and/or counsel to the Ableauctions Shareholders shall have delivered Corporation, in Ottawa, Ontario, or caused to be delivered to Top Favour at such other place as the Co-Lead Underwriters and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration Corporation may agree. At or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; Time, the Corporation shall duly and validly deliver to GMP (vion behalf of the Underwriters) an instruction letter signed by one or more certificates in definitive form representing the President of Ableauctions addressed to Ableauctions’ transfer agent of recordOffered Shares, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement each case registered in the name of “CDS & Co.” or in such other name or names as the Underwriters may notify the Corporation in writing not less than 24 hours prior to the Closing Time for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS, against payment by the Underwriters of the Top Favour Shareholders as set forth in Annex I; (vii) aggregate purchase price for the Offered Shares less an amount equal to the Underwriting Fee and a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days reasonable estimate of the Closing Date; a. a certificate out-of-pocket fees and expenses of the Secretary of AbleauctionsUnderwriters and their counsel payable pursuant to Section 18, dated as at the direction of the Closing DateCorporation, certifying in lawful money of Canada by wire transfer or, if permitted by applicable law, by certified cheque or bank draft, payable at par in the City of Xxxxxxx, Xxxxxxx, together with a receipt signed by GMP (on behalf of the Underwriters) for such definitive certificate(s) and for receipt of the Underwriting Fee and such estimated expenses. Notwithstanding the foregoing, if the Corporation determines to issue any of the Offered Shares as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (book-entry only securities in accordance with the “Transaction Documents”)non-certificated inventory” rules and procedures of CDS, (ii) then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing the Offered Shares, the Underwriters will provide a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives direction to CDS with respect to Ableauctions; and (ix) the crediting of the Offered Shares to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such other documents crediting. As soon as Top Favour and/or practicable following the Top Favour Shareholders may reasonably request in connection Closing Time, the Underwriters shall submit an invoice with respect to the transactions contemplated herebyactual reasonable out-of-pocket fees and expenses of the Underwriters and their counsel payable by the Corporation pursuant to Section 18. In the event that the actual reasonable out-of-pocket fees and expenses of the Underwriters and their counsel payable by the Corporation is less than the estimated amount thereof paid to the Underwriters on Closing, the Underwriters shall reimburse the Corporation for the amount of such difference. In the event that the actual reasonable out-of-pocket fees and expenses of the Underwriters and their counsel payable by the Corporation is greater than the estimated amount thereof paid to the Underwriters on Closing, the Corporation shall promptly pay the amount of such difference to the Underwriters.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour TRM and the Top Favour Shareholders Purchasing Insurers, will deliver to the Selling Insurers the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to : (i) the incumbency payment of officers the Purchase Price in accordance with Section 2.7; (ii) third party consents to the assignment(s) of Ableauctions executing the Lease Agreement(s) to the extent obtained; (iii) third party consents to the assignments of the Producer Agreements to the extent obtained; (iv) the Tower Guaranty in the form set forth at Exhibit C executed by Tower Parent; (v) subject to any necessary regulatory approvals, an amendment to the Brokerage Management Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and the Master Agreement, amending the definition of “Brokerage Business” (as that term is defined in the Master Agreement and used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the applicable Tower Entities, or, alternatively, in the absence of regulatory approval to amend the Brokerage Management Agreement, a new management agreement between the Selling Insurers and the appropriate Tower Entities to effect the intent of this Agreement and the Master Agreement and consistent in all exhibits material respects with the Master Agreement and schedules hereto this Agreement; (vi) subject to any necessary regulatory approvals, an amendment to the Master Agreement making the Selling Insurers parties thereto or subject thereto, as appropriate, to effect the intent of this Agreement and all other documentsthe Master Agreement, instruments amending the definition of “Brokerage Business” (as that term is defined in the Master Agreement and writings required used in the Brokerage Management Agreement) to include the Business of the Selling Insurers, and effecting the HIG Extension, executed by the applicable Tower Entities; and (vii) subject to any necessary regulatory approvals, amendments to the Intercompany Agreements making the Selling Insurers parties thereto or subject thereto, as appropriate, amending the definition of Brokerage Business in any such agreements to make it consistent with the definition of Brokerage Business in the Master Agreement, as amended pursuant to the amendment referred to above in this Section 2.5(a), to effect the intent of this Agreement (and the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing DateMaster Agreement, and (iii) a copy of effecting the resolutions of HIG Extension, executed by the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyapplicable Tower Entities.

Closing Deliveries. At The Closing is conditioned upon the Closingparties delivering the following on or prior to the Closing Date: (a) transfer by eOn to eOn Sub of immediately available funds in the amount of $850,000, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders subsequent transfer by eOn Sub to Cortelco of immediately available funds in an amount equal to the following:book value as of the Closing Date of the Transferred Inventory; (b) a bxxx of sale executed by eOn transferring the eOn Transferred Assets; (c) an executed assignment and assumption agreement executed by eOn and eOn Sub assigning the eOn Transferred Assets and assuming the eOn Liabilities and the Sxxxxxxx Agreement, together with the consent of PTD, if required for the assignment of the PTD Agreement; (d) a bxxx of sale executed by Cortelco transferring the Cortelco Transferred Assets; (e) an executed assignment and assumption agreement executed by Cortelco and eOn Sub assigning the Actuator Agreement and the 2N Agreement and assuming the Line Agreement Liabilities, together with the consent of Actuator and 2N if required; (f) an executed Note Redemption Agreement, together with the following closing deliveries as contemplated by the Note Redemption Agreement; (i) this Agreement duly executed transfer by Ableauctions Cortelco to Cortelco Holding of immediately available funds in the amount of $300,000 and the Ableauctions Shareholderssubsequent transfer by Cortelco Holding to the Noteholders specified on Appendix A of the Note Redemption Agreement of either immediately available funds or checks in the aggregate amount of $300,000; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as delivery by eOn to all the Noteholders specified on Appendix A of the offices he currently holds with Ableauctions Note Redemption Agreement of stock certificates and executed stock powers transferring all the shares of Cortelco Holding to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingsuch Noteholders; (iii) letter delivery by each Noteholder receiving shares of resignation Cortelco Holding stock of Ableauctions’ current directors, with an executed Stock Agreement (as defined in the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsNote Redemption Agreement); (ivg) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this an executed Fulfillment Services Agreement; b. (h) delivery by eOn to Cortelco Holding of stock certificates, along with executed stock powers or other written assignments or transfer documents transferring the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors eOn Transferred Assets to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, Cortelco Holding together with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officertransfer in immediately available funds of Excess Cash, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Dateif any; (vii) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this executed Indemnity Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ixj) such other documents eOn and Cortelco shall have received the resignations of each Affected Employee as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyset forth pursuant to Section 2.02 above.

Closing Deliveries. At the Closing, Ableauctions and/or (a) the Ableauctions Shareholders Purchaser shall have delivered or caused to be delivered to Top Favour and pay, in immediately available funds, the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name aggregate purchase price (the “Top Favour OfficersAggregate Purchase Price”): Jianhua Lv Chief Executive Officer) for the Notes and Warrants being purchased hereunder by wire transfer to the account specified by the Closing Agent, President and Chairman (b) delivery of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of AbleauctionsNotes, dated as of the Closing DateDate and in such principal amount as is being purchased by each Purchaser, certifying as to shall be made (i) through the incumbency facilities of officers The Depository Trust Company (“DTC”) in accordance with DTC procedures for book-entry settlement representing the principal amount of Ableauctions executing this Agreement the Notes, in the case of Notes purchased by Purchasers other than the Affiliated Purchasers (and all exhibits Jefferies, as Closing Agent, shall have submitted to DTC a DTC Eligibility Questionnaire for such Notes prior to Closing), and schedules hereto (ii) to the Affiliated Purchaser via overnight courier, in the case of the Notes purchased by the Affiliated Purchasers, and all other documents(c) the Warrants will be sent via overnight courier to the Purchaser. The Notes and the Warrants will bear an appropriate legend referring to the fact that the Notes and Warrants were sold in reliance upon the exemption from registration under the Securities Act of 1933, instruments and writings required pursuant to this Agreement as amended (the “Transaction DocumentsSecurities Act”), provided by Section 4(a)(2) thereof and Rule 506 thereunder as described in the Placement Memorandum. In addition, the Notes and Warrants purchased by Affiliated Purchasers will bear an appropriate legend referring to the fact that the Affiliated Purchaser will not resell or otherwise transfer any of the Notes, Warrants, Note Shares or Warrant Shares prior to the date that is the later of (a) one year after the last original issue date of the Notes or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereunder, and (b) such later date, if any, as may be required by applicable law, except (i) to the Company or one of the Subsidiaries of the Company or (ii) pursuant to a copy of registration statement that has been declared effective under the Certificate of Incorporation Securities Act. The name(s) in which the book-entry Notes are to be registered, or certificated Notes are to be issued to Affiliated Purchasers and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documentsaddress to which they are to be sent, and the transactions contemplated thereby; (viii) all corporate recordsname in which the Warrants are to be issued and the address to which they are to be sent, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect are set forth in the Purchaser Questionnaire attached as Annex A to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyAgreement.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Seller shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders Purchaser the following: (i) For each Owned Property, the form of deed shall be the jurisdictional equivalent of a Limited Warranty Deed, except for those instances where Seller received a General Warranty Deed, in which case, the same form of deed as received by Seller shall be delivered. Each deed shall be in form and substance reasonably satisfactory to counsel for Purchaser, containing the customary covenants for such jurisdiction (subject to the first sentence of this Agreement subparagraph) and duly executed and acknowledged in recordable form so as to convey to Purchaser good, marketable and insurable title, as aforesaid, to the Owned Property free and clear of all liens and encumbrances except the Permitted Encumbrances and other items as set forth in Paragraph 2. Seller agrees to include in the Deed the legal description of the Property prepared by Ableauctions Purchaser’s surveyor if such description and the Ableauctions Shareholders;survey from which it is derived are certified to Seller. Any brokerage agreements listed on Exhibit CC, Section B, and relating to an Owned Property shall be assigned to Purchaser at Closing, subject to the apportionment of the payments thereunder as set forth on Exhibit CC. Any brokerage agreement listed on Exhibit CC, Section A, shall not be assigned to Purchaser at Closing. (ii) letter For each Lease Property, an assignment and assumption of resignation from Ableauctions’ current sole officerlease and all ancillary agreements relating to such Lease (such as agreements with the fee mortgagee or overlandlord) in form and substance reasonably satisfactory to counsel for Purchaser, but consistent with his resignation the requirements of this Agreement, a “base form” of which is attached hereto as Exhibit P, which form will be modified to add the customary covenants and requirements for such jurisdiction and shall be duly executed and acknowledged in recordable form (or with a memorandum or short form thereof in recordable form, as Purchaser shall elect in each case) so as to convey to Purchaser good, marketable and insurable title to the leasehold estate in each such Lease Property, free and clear of all liens and encumbrances, except the Permitted Encumbrances and other items set forth in Paragraph 2. Seller agrees to include in the assignment the legal description of the offices he currently holds with Ableauctions Property prepared by Purchaser’s surveyor if such description and the survey from which it is derived are certified to Seller, provided, however, that the parties acknowledge that certain Space Leases contain only diagrams of the Leased Premises and in such cases, the parties shall assign using the description set forth in the memorandum of lease for any such Space Lease unless local counsel shall advise that another description should be effective upon Closing used to conform to local “best practices”. Any brokerage agreements listed on Exhibit CC, Section B, and confirming that he has no claim against Ableauctions in respect relating to a Lease Property shall be assigned to Purchaser at Closing, subject to the apportionment of any outstanding remuneration or fees of whatever nature the payments thereunder as set forth on Exhibit CC. Any brokerage agreement listed on Exhibit CC, Section A, shall not be assigned to be effective upon closing;Purchaser at Closing. (iii) letter A valid xxxx of resignation sale or bills of Ableauctions’ current directorssale for the (A) Incidental Property and (B) certain leasehold improvements as set forth as Special Circumstances on Exhibit L, with the resignation of such directors general warranties and in form and substance reasonably satisfactory to take effect immediatelycounsel for Purchaser, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions;duly executed and acknowledged. (iv) resolutions An affidavit duly adopted executed and acknowledged showing that any judgments, bankruptcies or other returns disclosed by a title search against other persons having names the Board of Directors of Ableauctions approving the following events same as or actionssimilar to Seller’s are not against Seller, and such other customary documents, each duly executed and acknowledged, as applicable: a. Purchaser or Purchaser’s title company may reasonably require in order to render and/or insure title to the executionProperty to be in the condition described in Paragraph 2. Seller hereby agrees to deliver all proofs and documents set forth in the Title Commitments in Schedule B, delivery Part 1 of each Title Commitment relating to Seller, its authority or its title to or interest in any Asset, each of which shall be in form and performance substance sufficient to satisfy the applicable requirement of the applicable Title Commitment (as updated in accordance with this Agreement; b. the Acquisition and the terms thereof; c. adoption ) for issuance of bylaws a title policy in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, condition described in Paragraph 2 which requirements shall be complied with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretarywhether or not Purchaser is insuring such title. (v) a certificate An assignment to Purchaser of good standing for Ableauctions from Seller’s right, title and interest in those existing Tax Actions (as hereinafter defined) that Purchaser elects in its jurisdiction sole discretion, by written notice to Seller during the Inspection Period, to assume (the “Assumed Proceedings”), and an executed stipulation of incorporation, dated not earlier than five (5) days prior substitution of counsel with respect to the Assumed Proceedings in favor of counsel designated by Purchaser. In connection with such assignment, Seller shall be credited at Closing Date;with its out-of-pocket costs incurred before Closing in connection with the Assumed Proceedings. Seller shall provide Purchaser with detailed information regarding each existing Tax Action and the costs expended to date for each such Tax Action promptly after the date of this Agreement. Seller shall not settle or compromise any Assumed Proceeding before Closing if the settlement or compromise would have any adverse impact on the real estate taxes on any Property after Closing, and Seller shall not settle or compromise any Tax Action that is not an Assumed Proceeding at any time, before or after Closing, if the settlement or compromise would have any adverse impact on the real estate taxes on any Property for the period after Closing. (vi) an instruction letter signed by An assignment and assumption between Seller and Purchaser of the President of Ableauctions addressed landlord’s interest in and to Ableauctions’ transfer agent of recordthe Tenant Leases and the security deposit for the Party City Tenant Lease in Charleston, South Carolina (8756) (to the extent the same have not been applied in a form reasonably acceptable to Top Favour and consistent accordance with the terms of this Agreementthe applicable Lease), instructing the transfer agent in form and substance reasonably satisfactory to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered counsel for Seller and Purchaser, duly executed and acknowledged in the names recordable form (or with a memorandum or short form thereof in recordable form, if requested by Purchaser) and containing Seller’s representation and warranty that there have been no prior assignments of the Top Favour Shareholders as set forth in Annex I;Leases, together with an original executed copy of each Tenant Lease and any and all amendments thereto. (vii) a shareholder list An affidavit of Ableauctions as certified by Ableauctions’ Secretary or transfer agentSeller, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctionsduly executed and acknowledged, dated as of the Closing Datestating that all representations and warranties of Seller contained herein are true and correct as of the Closing in all material respects. (viii) All available certificates of occupancy with respect to the Properties and all maintenance, certifying management, leasing and other applicable records for the Properties, in each case to the extent in Seller’s possession. (ix) The Consents (as defined in Paragraph 8(c) and Estoppels (as defined in Paragraph 8(b)). (x) Subordination, nondisturbance and attornment agreements for any Lease Property where the Lease is or could be subordinate to the mortgage or deed of trust either as a matter of law or as a result of the applicable Lease provisions (“SNDAs”) and recognition agreements for any Lease Property where Seller has a subleasehold interest (“Recognition Agreements”). This delivery shall be satisfied either by assigning to Purchaser any existing SNDAs and/or Recognition Agreements that are assignable by their terms or by obtaining new SNDAs or Recognition Agreements where no SNDA or Recognition Agreement, as the case may be, currently exist or where it exists but is not assignable to Purchaser. A list of all existing SNDAs and Recognition Agreements are set forth on Exhibit U. Exhibit U further sets forth whether an SNDA or Recognition Agreement is assignable. Exhibit U shall be updated upon obtaining the updates to the Title Commitments to reflect changes in mortgages and SNDAs/Recognition Agreements to reflect any further SNDAs and/or Recognition Agreements that are required or that exist and are to be assigned at Closing. Notwithstanding the foregoing, if a Lease or an xxxxxxxxx does not expressly require the provision of an SNDA and/or Recognition Agreement and, despite Seller using commercially reasonable efforts to obtain same, Seller is unable to do so, the requirement of the SNDA and/or Recognition Agreement that shall be automatically waived and shall not be a required closing delivery. (xi) Letters to landlords under the Leases and Property Tenants under the Tenant Leases informing them of the sale in such appropriate form as Purchaser may request. Exhibit V lists those Leases and Property Leases where notice is required and sets forth the requirements of such notice and also lists the notice addresses (including copies required to be sent and mortgagees and others entitled to notice) as set forth in each Lease and Tenant Lease and any other agreements (such as recognition agreements or subordination, non-disturbance and attornment agreements) as same have been changed from time to time and as same are currently reflected in Seller’s most recent records. The notice addresses attached are being verified and updated by Seller and the Exhibit will be amended to have the updated addresses. Seller shall be responsible for delivering all required notices in accordance with the applicable document terms. (xii) An updated rent roll, in the same form as Exhibit AA, with the only changes being additional collections, duly executed and certified by Seller, setting forth all uncollected and prepaid rents and revenues and of any amounts due from Seller (whether or not disputed) under the Leases or due to Seller (whether or not disputed) under the Tenant Leases, as well as all Gross Sales (as defined in each Lease and Tenant Lease and including any similar term used to calculate percentage rent) for each Lease (whether or not then reported to the landlord thereunder) and Tenant Lease (to the extent then reported to Seller) for which percentage rent is payable, to date for the current percentage rent calculation period. (xiii) All keys to the Properties in the possession of Seller. (xiv) Receipts or other evidence showing payment of all real and personal property taxes, water and sewer taxes and utility charges due and payable prior to Closing to the extent in the possession of Seller, together with all available evidence in Seller’s possession (including, without limitation, ledger entries, project files and all electronic files relating to same and, at a minimum including all ledger entries and historical cost information) showing the amount and calculation of Unamortized Improvement Costs shown on Exhibit EE. (xv) A complete set of plans and specifications covering the buildings and improvements on the Real Property to the extent in the possession of Seller or Casco (which shall be delivered by Casco on DVDs). (xvi) An assignment, duly executed and acknowledged, of all unexpired assignable warranties and guaranties then in effect with respect to any part of any Property and/or any mechanical equipment on the Property to the extent in the possession of Seller, its agents or contractors, provided, however, that any such warranties and guaranties are assignable by Seller at no cost to Seller unless reimbursed by Purchaser. Seller agrees to use reasonable efforts to cooperate with Purchaser, in Purchaser’s efforts to obtain assignments of any non-assignable warranties and guaranties, provided that, Seller shall not be obligated to expend any sums of money in connection therewith unless reimbursed by Purchaser and the delivery of such non-assignable warranties and guaranties shall not be a condition precedent to Closing. The parties acknowledge that there are roof warranties at the following 4 locations: #0000, Xxxxxxx, XX, #0000, Xxxx Xxxxx, XX, #0000, Xxxxxxxxxx, XX, and #8808, and Antioch. TN (Hickory Hollow) and that the Merced, California roof replacement will be warranted as set forth in Paragraph 4(i); (xvii) Certified resolutions of Seller’s Board of Directors, encumbancy certificates and other documents evidencing Seller’s authority as may be reasonably required by Purchaser’s counsel or the title company insuring Purchaser’s title to any Asset, authorizing the transactions provided for herein. (xviii) FIRPTA affidavit and other tax related affidavits and returns required to be delivered by any Federal, State or local legal requirement relating to taxes or Purchaser’s legal ability to deal with Seller and/or to pay monies to Seller. (xix) Seller shall (a) (i) pay all transfer and/or recording taxes due in connection with the incumbency transfer of officers the Assets and (ii) shall execute and deliver such returns as are required, duly prepared, signed and sworn to by Seller for all jurisdictions where a deed is being delivered and for all jurisdictions where an assignment or assignments are being delivered and Purchaser is recording such assignment or assignments or memorandums thereof, provided, however, that Seller shall not be obligated to pay any transfer and/or recording taxes in Maryland because parties do not customarily record such instruments in Maryland, and (b) pay the aggregate cost of Ableauctions executing this Agreement and all exhibits and schedules hereto and recording all other documents, instruments such as discharges of mortgages, mechanics’ liens and writings required pursuant judgment liens, that are being recorded in order to this Agreement clear title of items that are not Permitted Encumbrances. (xx) Settlement statement showing the “Transaction Documents”), (ii) a copy payment of the Certificate of Incorporation Purchase Price and By-Laws of Ableauctions, as in effect on all credits and as of the Closing Date, adjustments thereto and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters other amounts paid at or in connection with the Transaction Documents, and Closing (the transactions contemplated thereby;“Settlement Statement”). (viiib) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; andThe “Estoppels” shall mean: (ix1) Estoppel certificates from all landlords under the Leases in substantially the form attached hereto as Exhibit R (or, where the applicable Lease requires another form, in either the attached form or such other documents form) except as Top Favour and/or provided below. (2) Estoppel certificates from all Property Tenants in substantially the Top Favour Shareholders may reasonably request form attached hereto as Exhibit T. (3) Estoppel certificates under all REAs, OEAs, CCRs, cross easements and similar incidents of title affecting any Property listed on Exhibit Q (“Operation Agreements”) in connection with the transactions contemplated herebygeneral form attached hereto as Exhibit O as modified for certain Operation Agreements.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Seller and the Shareholders shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders the followingBuyer: (i) this Agreement duly executed by Ableauctions consents to assignment to Buyer of the Employment Agreements between Seller and the Ableauctions ShareholdersXxx X. Xxxxxx, Xxxx X. Xxxxxx and Xxxx X. Xxxxxx; (ii) letter an opinion of resignation counsel from Ableauctions’ current sole officerXxxxxx X. Xxxxxx, with his resignation as Esq., counsel to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingSeller; (iii) letter of resignation of Ableauctions’ current directors, UCC-11 searches with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 respect to the shareholders of AbleauctionsTransferred Assets; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery a payoff letter and performance of this Agreementreleases from Valley American Bank and Trust Company; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions UCC-3 termination statements, mortgage terminations and other Lien releases with respect to Liens filed against the Business or the Transferred Assets (other than the Permitted Liens), including, without limitation, UCC-3 termination statements from its jurisdiction of incorporationNorwest Bank Indiana, dated not earlier than five (5) days prior to the Closing DateN.A.; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordpatent, trademark and copyright assignments, in a form reasonably acceptable and substance satisfactory to Top Favour and consistent with the terms of this AgreementBuyer, instructing effecting the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered of the patents, trademarks and copyrights included in the names of the Top Favour Shareholders as set forth in Annex ITransferred Assets; (vii) a shareholder list assignments (with lessor's consents thereto) of Ableauctions as certified by Ableauctions’ Secretary leasehold interests in an leased real or transfer agent, dated within ten (10) days of personal property included in the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyTransferred Assets; (viii) vehicle titles and valid assignments thereof for each vehicle included in the Transferred Assets; (ix) general warranty deeds granting to Buyer good and marketable title to the Real Property (subject only to covenants and conditions contained in the Title Policies) together with, to the extent the same are held by Seller, all corporate recordsrights, board minutes privileges, easements and resolutionsappurtenances thereto, tax and financial recordsall affidavits, agreementsgovernmental forms and other documents required in connection therewith to convey such title to Buyer subject only to Permitted Liens; (x) a xxxx of sale and such other documents of assignment, seals transfer and any conveyance as Buyer shall reasonably request to transfer all right, title and interest of Seller in and to the Transferred Assets, free and clear of all Liens (other information or documents reasonably requested than Permitted Liens) to Buyer; (xi) a consent to assignment to Buyer of the Consignment Agreement by Top Favour’s representatives with respect to Ableauctionsand between Seller and Paragon Electric, Inc.; and (ixxii) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request disclosure document required to be delivered to Buyer in connection accordance with the transactions contemplated herebyIndiana Responsible Party Transfer Law. (b) At the Closing, Buyer shall deliver to Seller and the Shareholders: (i) the Purchase Price, in accordance with Section 2.8; (ii) an Indiana ^ General Sales Tax Exemption Certificate (Form ST-105) with respect to the purchase of the Inventory; and (iii) an opinion of counsel from XxXxxxxxx, Will & Xxxxx, counsel to Buyer. (c) At the Closing, Buyer shall satisfy the indebtedness described on Schedule 2.9.(c) hereto.

Closing Deliveries. At the time of the Closing, Ableauctions and/or (a) the Ableauctions Shareholders Sellers shall have delivered deliver to the Buyer the various certificates, instruments and documents referred to in Section 7.3, (b) the Buyer shall deliver to the Sellers the certificates and documents referred to in Section 7.2, (c) each Seller shall deliver to the Buyer stock certificates representing all of its Purchase Shares, endorsed in blank or caused to be delivered to Top Favour accompanied by duly executed assignment documents and (d) the Top Favour Shareholders Buyer shall deposit sufficient funds with the followingPaying Agent, and shall cause the Paying Agent to: (i) this (A) pay to the trustee under the Indenture amounts required for the “satisfaction and discharge” of the Indenture pursuant to the terms thereof, (B) pay any amounts set forth in the Lien Release Letter for the Senior Credit Agreement duly executed by Ableauctions and (C) pay any other Closing Company Indebtedness, if any, to the Ableauctions Shareholdersappropriate payees thereof in accordance with the other Lien Release Letters; (ii) letter of resignation from Ableauctions’ current sole officerpay all known Closing Company Transaction Expenses, with his resignation as to all of the offices he currently holds with Ableauctions appropriate payees thereof, including by (1) paying to be effective upon Closing and confirming that he has no claim against Ableauctions the Phantom Holders the amounts payable in respect of any outstanding remuneration or fees the Phantom Units (determined on a basis consistent with the methodology for calculating Closing Company Transaction Expenses) and (2) depositing an amount equal to the product of whatever nature the Phantom Part times the Escrow Fund into the Phantom Escrow Account; provided, however, that the Company shall provide to the Buyer, not less than two Business Days prior to the anticipated Closing Date, a certificate of an authorized officer of the Company setting forth such Closing Company Transaction Expenses (itemized by each individual Closing Company Transaction Expense to be effective upon closingpaid at the Closing and including applicable wire transfer or other payment instructions); (iii) letter of resignation of Ableauctions’ current directors, with deposit an amount equal to the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration product of the 10 calendar day period following Sellers’ Part times the date of Escrow Fund into the mailing of the Schedule 14f-1 to the shareholders of Ableauctions;Sellers’ Escrow Account; and (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman pay each Seller its Pro Rata Share of the board of directors Preliminary Purchase Price less the amount equal to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment such Seller’s Pro Rata Share of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman Sellers’ Part of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyEscrow Fund.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders Seller shall have delivered or caused deliver to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersThe Xxxx of Sale, attached as Exhibit C hereto; (ii) letter of resignation from Ableauctions’ current sole officerThe Assignment and Assumption Agreement relating to the Assumed Obligations and the Assumed Liabilities, with his resignation attached as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingExhibit D hereto; (iii) letter Minutes of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Meetings or Actions by Written Consent of the 10 calendar day period following Stockholders and Board of Directors of Seller authorizing the date execution of this Agreement and the other agreements and documents necessary or desirable in connection therewith and the consummation of the mailing of the Schedule 14f-1 to the shareholders of Ableauctionstransactions contemplated hereby; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this AgreementIncumbency Certificate; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate Executed Amendment to Articles of good standing Incorporation in form suitable for Ableauctions filing evidencing the change of the name of Seller’s corporation from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date“Smart Systems International”; (vi) an instruction letter signed The Noncompetition and Nonsolicitation Agreement by and between Purchaser and the President Seller, attached as Exhibit E hereto; (vii) The Master Escrow Agreement; (viii) The Registration Rights Agreement by and between Purchaser and the Seller, attached as Exhibit F hereto; (ix) Third party consents and consents from Governmental Entities the failure of Ableauctions addressed which to Ableauctions’ transfer agent obtain would be reasonably expected to result in a Material Adverse Change; (x) The Seller Certificate; (xi) Evidence reasonably satisfactory to Purchaser that all Liens against the Purchased Assets have been released, or will be released as of recordthe Closing, other than obligations under capital leases, and Liens securing such obligations, which are included in the Purchased Assets or are included in the Assumed Liabilities; (xii) All books and records of Seller other than any books and records included in the Excluded Assets; provided that, Purchaser shall maintain such books and records for a period of six (6) years following the Closing Date throughout which period Seller and its Representatives shall be afforded free and full access to tax and accounting records of the Business relating to periods prior to the Closing Date and shall be permitted to make extracts from and copies of such records; (xiii) All other documents necessary to vest title to, and ownership of, the Purchased Assets in Purchaser or effectuate the transactions contemplated by this Agreement, in a form reasonably acceptable satisfactory to Top Favour Purchaser. (b) At the Closing, Purchaser shall deliver to Seller: (i) (A) the Cash Consideration by wire transfer of immediately available funds to, or for the account of, Seller in accordance with Seller’s written instructions provided to Purchaser not less than 3 Business Days prior to the Closing; and consistent with (B) the Stock Consideration, less the Holdback Shares, which shall be distributed pursuant to the terms of this the Master Escrow Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I. (ii) The Purchaser Certificate; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing The Assignment and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebyAssumption Agreement; (viiiiv) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to AbleauctionsIncumbency Certificate; (v) The Master Escrow Agreement; and (ixvi) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyThe Registration Rights Agreement.

Closing Deliveries. (i) At the Closing, Ableauctions and/or the Ableauctions Shareholders Saehan shall have delivered execute and acknowledge, or caused cause to be delivered executed and acknowledged (as appropriate) and deliver to Top Favour Wilshire and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions Newco, such documents and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as certificates necessary or appropriate to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and carry out the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms provisions of this Agreement, instructing including without limitation, the transfer agent following (all of such actions constituting conditions precedent to issue stock certificates representing Ableauctions Shares Wilshire’s and Newco’s obligations to be delivered pursuant to this Agreement registered in consummate the names Merger and the other transactions hereunder): (A) True, correct and complete copies of the Top Favour Shareholders articles of incorporation of Saehan and Saehan Bank, and all amendments thereto, each duly certified as set forth in Annex Iof a recent date by the California Secretary of State or the DFI, as appropriate; (viiB) A certificate issued by the California Secretary of State or the DFI, as appropriate, as of a shareholder list recent date reflecting the existence and good standing of Ableauctions as certified by Ableauctions’ Secretary or transfer agentSaehan and Saehan Bank under the laws of the State of California; (C) A certificate, dated within ten (10) days as of a recent date, issued by the Closing DateFDIC, duly certifying that the deposits of Saehan Bank are insured by the FDIC pursuant to the FDIA; a. a certificate of the Secretary of Ableauctions(D) A certificate, dated as of the Closing Date, certifying duly executed by the Secretary of Saehan, acting solely in his or her capacity as an officer of Saehan, pursuant to which Saehan shall certify (i) the incumbency due adoption by the Saehan Board of officers corporate resolutions attached to such certificate authorizing the execution and delivery of Ableauctions executing this Agreement and any other agreements and documents contemplated hereby, and the taking of all exhibits actions contemplated hereby and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), thereby; (ii) a the due adoption by the stockholders of Saehan authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Saehan duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and any other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of Saehan; and (iv) that the copy of the Certificate bylaws of Incorporation Saehan attached to such certificate is true and By-Laws of Ableauctionscorrect and such bylaws have not been amended except as reflected in such copy; (E) A certificate, as in effect on and dated as of the Closing Date, duly executed by the Secretary of Saehan Bank, acting solely in his or her capacity as an officer of Saehan Bank, pursuant to which Saehan Bank shall certify (i) the due adoption by the Saehan Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the due adoption by the sole stockholder of Saehan Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) a copy the incumbency and true signatures of the resolutions those officers of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect Saehan Bank duly authorized to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request act on its behalf in connection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Saehan Bank; and (iv) that the copy of the bylaws of Saehan Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (F) The certificate specified in Section 6.2(c) hereof; (G) All consents and approvals, including landlord consents, required to be obtained by Saehan and/or Saehan Bank from third parties to consummate the transactions contemplated by this Agreement, including those set forth on Disclosure Schedule 3.1(d)(ii); and (H) All other documents required to be delivered to Wilshire or Newco by Saehan under the provisions of this Agreement and all other documents, certificates and instruments as are reasonably requested by Wilshire, Newco or its counsel. (ii) At the Closing, Wilshire and Newco, as appropriate, shall execute and acknowledge (where appropriate) and deliver to Saehan, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to Saehan’s obligations to consummate the Merger and the other transactions hereunder): (A) True, correct and complete copies of the articles of incorporation of Wilshire, Newco and Wilshire Bank, and all amendments thereto, each duly certified as of a recent date by the California Secretary of State or the DFI, as appropriate; (B) A certificate issued by the California Secretary of State or the DFI, as appropriate, as of a recent date reflecting the existence and good standing of Wilshire, Wilshire Bank and Newco under the laws of the State of California; (C) A certificate, dated as of a recent date, issued by the FDIC that the deposits of Wilshire Bank are insured by the FDIC pursuant to the FDIA; (D) A certificate, dated as of the Closing Date, executed by the Secretary of Newco, acting solely in his or her capacity as an officer of Newco, pursuant to which Newco shall certify (i) the due adoption by the Newco Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (ii) the due adoption by the sole stockholder of Newco of resolutions authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Newco duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby on behalf of Newco; and (iv) that the copy of the bylaws of Newco attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (E) A certificate, dated as of the Closing Date, executed by the Secretary of Wilshire, acting solely in his or her capacity as an officer of Wilshire, pursuant to which Wilshire shall certify (i) the due adoption by the Wilshire Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Wilshire duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby on behalf of Wilshire; (F) A certificate, dated as of the Closing Date, duly executed by the Secretary of Wilshire Bank, acting solely in his or her capacity as an officer of Wilshire Bank, pursuant to which Wilshire Bank shall certify (i) the due adoption by the Wilshire Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the due adoption by the sole stockholder of Wilshire Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) the incumbency and true signatures of those officers of Wilshire Bank duly authorized to act on its behalf in connection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Wilshire Bank; and (iv) that the copy of bylaws of Wilshire Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (G) The certificate specified in Section 6.3(c) hereof; and (H) All other documents required to be delivered to Saehan by Wilshire or Newco under the provisions of this Agreement and all other documents, certificates and instruments as are reasonably requested by Saehan or its counsel.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered parties hereto will deliver or caused cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to Top Favour the receiving party(ies): (1) ACS2 will deliver to Dynamic stock certificates of ACS2, duly endorsed by the original ACS2 Stockholders or with stock powers attached, representing all of the issued and outstanding shares of ACS2 Common Stock; provided, however, that a failure by ACS2 to deliver the same will not be deemed a breach of this Agreement. (2) Dynamic will deliver to the Original ACS2 Stockholders' certificates representing the shares of Dynamic Common Stock comprising the Merger Consideration set forth in Article II, less the stock to be held subject to the Escrow Agreement. Certificates evidencing stock to be held in escrow will instead be delivered to the escrow agent pursuant to such Escrow Agreement. (3) Each will deliver to the other parties and the Top Favour Shareholders Original ACS2 Stockholders a certificate of an officer, dated as of Closing, certifying that (a) each covenant and obligation of the followingdelivering party has been complied with, and (b) each representation, warranty and covenant of the delivering party is true and correct at the Closing as if made on and as of the Closing. (4) Each party will deliver an opinion of its legal counsel, in form and substance reasonably acceptable to the receiving party(ies). (5) Each party will deliver the Certificates of Merger in form acceptable for filing with the applicable Secretaries of State. (6) Each party thereto will deliver to the other parties thereto the Escrow Agreement and Registrations Rights Agreement. (7) Dynamic will deliver to Kevin D. Lee, the Employment Agreexxxx xxx Xxxck Option Agreement referenced in the Contribution Agreement. (8) Each party shall deliver such customary certificates of its officers and such other customary closing documentation as may be reasonably requested by the other parties, including without limitation: (i) this Agreement duly executed Certificates of Existence and/or "Good Standing" regarding the delivering party and its subsidiaries, certified by Ableauctions the appropriate Secretary of State and the Ableauctions Shareholdersdated within (10) business days of Closing; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all Incumbency Certificates certifying the identity of the offices he currently holds with Ableauctions to be effective upon Closing officers of the delivering party and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing;its subsidiaries; and (iii) letter Charters, Operating Agreement or Certificates of resignation of Ableauctions’ current directorsIncorporation, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ the appropriate Secretary or transfer agent, dated of State within ten (10) business days of the Closing Date; a. a certificate Closing, and Bylaws, as certified by an appropriate officer as of Closing, of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement delivering party and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyits subsidiaries.

Closing Deliveries. (a) At the Closing, Ableauctions and/or simultaneous with or prior to the Ableauctions Shareholders shall have delivered or caused delivery by Reorganized Stratosphere to Grand of the Class B Common Stock to be delivered acquired by Grand pursuant to Top Favour and the Top Favour Shareholders Section 3.1, Grand shall deliver to Reorganized Stratosphere the following: (i) this Agreement a certificate, dated the Closing Date, from an officer of Grand to the effect that the conditions set forth in Section 6.2 which have not been waived in writing by Stratosphere have been satisfied; and (ii) such other documents as may be reasonably requested by Stratosphere. (b) At the Closing, simultaneous with or prior to the delivery by Grand of the purchase price for the Class B Common Stock to be acquired by Grand pursuant to Section 3.1, Reorganized Stratosphere shall deliver to Grand the following: (i) duly executed certificates evidencing all Class B Common Stock to be acquired by Ableauctions and the Ableauctions ShareholdersGrand pursuant to Section 3.1 of this Agreement; (ii) letter of resignation from Ableauctions’ current sole officerthe Plan and Confirmation Order, with his resignation as to all which order shall be certified by the clerk of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingBankruptcy Court; (iii) letter evidence of resignation of Ableauctions’ current directors, the filing with the resignation SEC and any applicable state securities regulatory authorities of such directors any documents or other filings required pursuant to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Securities Act and any applicable state securities or blue sky laws with respect to the issuance of the 10 calendar day period following Class A Common Stock, the date Class B Common Stock, the Restated Notes and any other securities of Reorganized Stratosphere offered under the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsPlan; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctionscertificate, dated as of the Closing Date, certifying as from an officer of Reorganized Stratosphere to the effect that the conditions set forth in Section 6.1 which have not been waived in writing by Grand have been satisfied; (iv) the incumbency legal opinion of officers of Ableauctions executing this Agreement Gordxx & Xilver, Ltd., counsel to Stratosphere, addressed to Grand and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of dated the Closing Date, and (iii) a copy subject to customary qualifications and assumptions, as to matters customary for transactions of the resolutions of type contemplated hereby and as to such other matters as Grand may reasonably request, including but not limited to the Board of Directors of Ableauctions authorizing following: (a) that the Class B Common Stock issued to Grand on the Closing Date is duly authorized, fully paid and approving Ableauctions’ execution, delivery nonassessable; (b) that this Agreement and performance of the Transaction Documents, all matters in connection with other agreements executed and delivered by Stratosphere to Grand pursuant to the Transaction DocumentsPlan are duly authorized and enforceable; (c) that the transactions contemplated by this Agreement, and the transactions contemplated thereby; issuance of the Class B Common Stock to Grand, are not in violation of any applicable laws (viiiincluding the Securities Act); and (d) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any such other information or documents matters as may be reasonably requested by Top Favour’s representatives with respect Grand; provided, that Gordxx & Xilver, Ltd. may rely upon the opinion of Maslxx Xxxxxxx Xxxxxx & Xrand (or such other securities counsel as may be retained by Stratosphere and approved by the Bankruptcy Court) as to Ableauctionsany matters related to federal and/or state securities law; and (ixvi) such other documents as Top Favour and/or the Top Favour Shareholders may be reasonably request in connection with the transactions contemplated herebyrequested by Grand.

Closing Deliveries. a. At the Closing, Ableauctions and/or Seller shall deliver to Buyer the Ableauctions Shareholders shall have delivered or caused following documents, reasonably satisfactory in form and substance to be delivered to Top Favour the parties hereto and the Top Favour Shareholders the followingtheir respective counsel, properly executed and acknowledged as required: (i1) this Agreement duly executed by Ableauctions Special Warranty Deed in substantially the form attached hereto as Exhibit J (the “Deed”), conveying good of record and in fact and marketable fee simple title to the Ableauctions ShareholdersProperty to Buyer, free and clear of all liens, restrictions and encumbrances (including, without limitation, encroachments and rights, or claimed rights, of third parties) except for the Permitted Exceptions; (ii2) letter Warranty Xxxx of resignation from Ableauctions’ current sole officerSale in substantially the form attached hereto as Exhibit K (“Xxxx of Sale”) conveying title to the Personal Property, with his resignation as to free and clear of all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingliens; (iii3) letter A general assignment and assumption agreement in substantially the form attached hereto as Exhibit L (“Assignment”) assigning to Buyer all of resignation of Ableauctions’ current directorsSeller’s right, title and interest in and to the Existing Lease and all leases entered into by Seller in conformity with the resignation terms of such directors to take effect immediatelythis Amended and Restated Contract, tenant security deposits and other than Xxxxx Xxxxxdeposits, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 if any (and interest thereon, if any), Service Contracts (to the shareholders extent assignable), Permits and all other rights and interests in the Property to be conveyed by Seller to Buyer pursuant to the terms of Ableauctionsthis Amended and Restated Contract (including warranties and guaranties relating to personal property conveyed under the Xxxx of Sale), and, subject to the terms of this Amended and Restated Contract; (iv1) resolutions duly adopted An updated, current rent roll certified by the Board Seller to Buyer as being true, accurate and complete in all material respects as of Directors of Ableauctions approving the following events or actionsClosing, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven a date no more than ten (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (510) days prior to the date of Closing in the same form as the Certified Rent Roll attached hereto as Exhibit C, showing as of the date of such rent roll (A) all current claims or offsets of any tenant against Seller of which Seller has knowledge, (B) all rebates, concessions, deductions or abatements of rent to which any tenant is entitled, (C) any rents which have been prepaid more than thirty (30) days in advance, and (D) all security, key and maintenance deposits and interest owed thereon to tenants by statute or contract, together with a detailed statement of the security deposits, the amount received, the date of receipt, previous applications of any portion of such security deposits and all accrued interest held for the account of each tenant and (2) a list of the rents received as of the Closing Date from the occupancy tenants and any delinquencies; (5) A membership resolution and consent of all required members of the Seller authorizing the transactions contemplated herein and an incumbency certificate to evidence the capacity and authority of Seller to consummate the Closing, and any other documents to evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company, Escrow Agent or Buyer; (6) Evidence reasonably satisfactory to Buyer and to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Buyer and the Title Company of Seller’s authority and the authority of all signatories on behalf of Seller to convey the Property pursuant to this Amended and Restated Contract; (7) Affidavits (containing terms reasonably acceptable to Seller) sufficient for the Buyer to delete any exceptions for parties in possession and mechanics’ or materialmen’s liens from the Buyer’s Title Commitment, and such other affidavits (containing terms reasonably acceptable to Seller) relating to Buyer’s Title Commitment as the Buyer may reasonably request; (8) Possession of the Property free and clear of all parties in possession except as provided for under the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, as reflected on the updated rent roll to be delivered by Seller pursuant to Section 12(a)(4), and all keys, codes and other security devices for all tenant spaces, utility rooms and other facilities at the Property; (9) A certificate confirming that the representations and warranties of Seller set forth in this Amended and Restated Contract are true and accurate in all material respects as of the Closing Date as if such representations and warranties had been made on and as of such date (and Seller shall be deemed to have re-made such representations and warranties as of the Closing Date), except as otherwise provided for herein; (10) At Buyer’s option, a written notice dated as of Closing to be jointly made from Seller and Buyer to the Property stating that the Property has been sold to Buyer and directing the Existing Tenants to regard Buyer as their landlord and to make rental payments payable to the party and at the address specified by Buyer and set forth in such notice; (11) To the extent that such items are in the possession or control of Seller, originals (or, if originals are unavailable, true and correct copies) of all books and records and tenant files necessary for the orderly transition of operation of the Property, the Existing Lease and other leases entered into by Seller in conformity with this Amended and Restated Contract, Service Contracts and all Permits, all plans, surveys, specifications, operating manuals and other materials and information with respect to the Property; provided that Seller may deliver possession of any such books and records to Buyer at the Property; (12) An original of a closing statement setting forth the Purchase Price, the Deposit, plus all accrued interest thereon, the closing adjustments and prorations provided for hereunder and the application thereof at the Closing (the “Closing Statement”); (13) A certification of non-foreign status (the “FIRPTA Affidavit”) in the form set forth and attached hereto as Exhibit M, executed by Seller; (14) Deliver to Buyer a current list of all security deposits, maintenance deposits and key deposits, if any, together with a computation of interest thereon required by law or agreement; (15) Deliver the required Tenant Estoppel Letters from the tenants or occupants of the Property or, with Buyer’s consent (which may be granted or withheld in Buyer’s sole discretion), Seller’s certification in lieu thereof; (16) Pay all leasing commissions; and (17) Pay all items required under the terms of this Amended and Restated Contract to be paid by Seller. (18) Such transfer tax, gains or other similar forms required by law; (19) An original 1099-B Certification; and (20) Such other instruments as Buyer may reasonably request consistent with the terms of this Amended and Restated Contract. b. At the Closing, Buyer shall deliver to Seller the following documents, reasonably satisfactory in form and substance to the parties hereto and their respective counsel, properly executed and acknowledged as required: (1) Evidence reasonably satisfactory to Seller and to the Title Company that all necessary approvals and/or consents by all required persons have been delivered and such other evidence satisfactory to Seller and the Title Company of Buyer’s authority and the authority of all signatories on behalf of Buyer to convey the Property pursuant to this Amended and Restated Contract; (2) Any documents reasonably requested by Title Company, Escrow Agent or Seller to evidence Buyer’s capacity and authority to consummate Closing; (3) The Assignment, which shall include an assumption by Buyer of Seller’s obligations arising under the items assigned thereby to the extent arising and accruing after the Closing Date; (vi4) an instruction letter signed by The Cash Portion of the President Purchase Price; (5) An original of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form the Closing Statement; and (6) Such other instruments as Seller may reasonably acceptable to Top Favour and request consistent with the terms of this AgreementAmended and Restated Contract. c. In addition to the indemnities set forth elsewhere in this Amended and Restated Contract, instructing the transfer agent and except as otherwise specifically provided herein, (i) Seller hereby indemnifies and agrees to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered defend and hold Buyer harmless against and from any and all loss, cost, claim, liability, damage and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in the names respect of the Top Favour Shareholders as set forth inaccuracy of any representation or warranty made by Seller hereunder or in Annex I; (vii) a shareholder list respect of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days the Property and its operation arising out of circumstances occurring prior to and including the Closing Date; a. a certificate ; and (ii) Buyer hereby indemnifies and agrees to defend and hold Seller harmless against and from any and all loss, cost, damage, claim, liability and expense, including, without limitation, reasonable attorneys’ fees and litigation costs, in respect of the Secretary Property and its operation arising out of Ableauctions, dated as of circumstances occurring from and after the Closing Date, certifying as except to (ithe extent such circumstances existed prior to Closing and except to the extent any events occurring from and after Closing are continuing events that began prior to Closing. The provisions of this Section 12(c) shall survive Closing under this Amended and Restated Contract and shall not be merged into the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyDeed.

Closing Deliveries. At the In addition to any other documents to be delivered or other conditions to be satisfied or obligations to be performed under other provisions of this Agreement, at or prior to Closing, Ableauctions and/or the Ableauctions Shareholders : (a) Seller shall have delivered or otherwise provided (or caused to be have been delivered or otherwise provided) to Top Favour and the Top Favour Shareholders the following: Buyer: (i) this the Xxxx of Sale and Assignment and Assumption Agreement for all the Acquired Assets and Assumed Liabilities, in form and substance agreed upon by Buyer and Seller (the “Xxxx of Sale and Assignment and Assumption Agreement”), duly executed by Ableauctions and the Ableauctions Shareholders; Seller; (ii) letter an assignment of resignation from Ableauctions’ current sole officerall Intellectual Property Rights and Licensed Rights, with his resignation as to if any, and separate assignment of all of the offices he currently holds with Ableauctions to be effective registered Intellectual Property Rights, if any, in form and substance agreed upon Closing by Buyer and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; Seller, duly executed by Seller; (iii) letter of resignation of Ableauctions’ current directorsfor each interest in Leased Real Property either a new lease (the “New Leases”) or a real estate transition services agreement (the “RE Transition Services Agreement”), with in each case, in form and substance agreed upon by Buyer and Seller and executed by Seller and the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration respective Lessors of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; Leased Real Property; (iv) resolutions duly adopted customary pay-off letters for all Indebtedness secured by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors any Encumbrance on the board of directors at seven (7); e. Acquired Assets, evidencing the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name total pay-off amounts thereof (the “Top Favour OfficersLoan Payoff Amount”): Jianhua Lv Chief Executive Officer) and indicating the release, President and Chairman upon payment of the Board Xx Xxx Chief Financial OfficerLoan Payoff Amount, Treasurer and Secretary of all such Encumbrances; (v) a counterpart signature page to the Stockholders Agreement, executed by Seller; (vi) the escrow agreement in form and substance agreed upon by Buyer and Seller (the “Escrow Agreement”), executed by Seller and Buyer; (vii) a certificate, pursuant to and in the form described in Treasury Regulations Section 1.1445-2(b)(2), certifying that Seller is not a foreign person within the meaning of Code Sections 1445 and 897 (a “FIRPTA Certificate”); provided, that notwithstanding anything to the contrary in this Agreement, if Buyer does not obtain a FIRPTA Certificate from Seller, Buyer shall be entitled to proceed with the Closing and withhold from the Gross Consideration (and any adjustment thereto) otherwise payable to Seller the appropriate amounts required to be withheld pursuant to Code Section 1445; (viii) a certificate of good standing the Secretary (or equivalent thereof) of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and equity holders approving the execution and delivery of this Agreement, the documents delivered hereby, the consummation of the Contemplated Transactions and the change of name contemplated by Section 7.8, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions, accompanied by the requisite documents for Ableauctions from its jurisdiction amending the relevant Governing Documents of incorporationSeller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body; (ix) the Consents and Governmental Authorizations set forth in Schedule 2.7(a)(ix), duly executed by the applicable Governmental Body or other Third Party; (x) certificates dated as of a date not earlier than five (5) ten calendar days prior to the Closing Date; as to the good standing of Seller, executed by the appropriate officials of the state where Seller is organized and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation or entity as specified in Schedule 3.1(a); (vixi) an instruction letter employment agreements in form and substance agreed upon by Buyer and Seller and Owners and executed by Xx. Xxxxxx and Xx. Xxxxxxxxxxx respectively (the “Employment Agreements”); (xii) evidence satisfactory to Buyer that Seller has terminated all Current Employees; and (xiii) a certificate, dated the Closing Date and signed by the President a duly authorized officer of Ableauctions addressed to Ableauctions’ transfer agent of recordSeller, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names that each of the Top Favour Shareholders as conditions set forth in Annex I; (viiSections 6.2(a) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iiib) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyhave been satisfied.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, Seller will deposit with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving Escrow Agent the following events or actionsdocuments executed and acknowledged, as applicable: a. , by the execution, delivery appropriate Seller Parties: the Deed; the Xxxx of Sale; the Assignment and performance Assumption of this Agreement; b. Resident Agreements; the Acquisition and the terms thereof; c. adoption Assignment of bylaws Rights; a non-foreign affidavit substantially in the form agreed by attached hereto as Exhibit 6, from (or in the parties; d. fixing the number case of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv a entity disregarded as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Dateseparate from its owner for federal income tax purposes, with the titles set forth opposite his name respect to) each Seller; a settlement statement; a proration worksheet (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated which shall have been provided to Purchaser in draft form not earlier later than five (5) business days prior to Closing); terminations of the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of recordMaster Leases, in a form and substance reasonably satisfactory to Purchaser; terminations of all existing management agreements with SunWest Management, Inc. or its affiliates relating to the Property; organizational documents and authorizing resolutions for the Seller; documentation acceptable to Top Favour Purchaser that no amounts are due as the result of any applicable bulk sales or non-resident withholding laws; and consistent such other items as Purchaser or its title company may reasonably require (including an owner’s affidavit in such from as will permit Purchaser’s title company to delete exceptions for mechanics liens and parties in possession — other than residents under Resident Agreements — and a gap indemnity in such form as will permit the title company to release the Purchase Price to Seller prior to recording the applicable Conveyance Documents). At the Closing, Purchaser shall deposit with Escrow Agent an amount equal to the adjusted Purchase Price (less the Deposit and other credits specifically set forth in the paragraph); executed counterparts of the Assignment of Resident Agreements and the Assignment of Rights; all escrow fees, real estate transfer taxes as required by statute or local ordinance relating to the transfer of the Property from the Seller Parties to Purchaser, charges allocable to Purchaser’s financing for this transaction, the recording fee on the Deed, and its share of prorated items; and such other items as may be reasonably requested in order for Purchaser to comply with the terms of this Agreement. Purchaser shall also be responsible for any premiums, instructing costs or charges for title insurance, extended title coverage, endorsements, lender’s coverage, obtained by Purchaser or at Purchaser’s request and all other similar amounts. Seller shall pay its share of prorated items. All refundable deposits under the Resident Agreements, if any, shall be transferred to Purchaser at the Closing, or shall be credited to Purchaser against the amount payable by Purchaser at Closing, at Seller’s option. Each Party shall pay its own attorneys’ fees. To the extent that transfer agent tax, documentary stamps, recordation tax or charges or title premiums are customarily paid by the Seller in the jurisdiction where a property is located, such cost shall be paid by Purchaser as aforesaid, but Purchaser shall receive a credit against the Purchase Price in an amount equal to issue stock certificates representing Ableauctions Shares such cost. Purchaser will be entitled to be delivered deduct and withhold from any amounts otherwise payable pursuant to this Agreement registered in to any Person such amounts as required under the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary Revenue Code or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with provision of tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to such Person in respect to Ableauctions; and (ix) of which such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebydeduction and withholding was made.

Closing Deliveries. (a) At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered Seller will deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed by Ableauctions and in blank in form customary for transfer, with all appropriate stock transfer tax stamps affixed, to the Ableauctions Shareholdersextent applicable; (ii) letter the transition services agreement substantially in the form of resignation from Ableauctions’ current sole officer, with his resignation as to all of Exhibit A executed by the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingParent (the “Transition Services Agreement”); (iii) letter the indirect staffing agreement substantially in the form of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Exhibit C executed by an Affiliate of the 10 calendar day period following Parent (the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions“Indirect Staffing Agreement”); (iv) resolutions duly adopted by the Board a certificate in customary form, dated as of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and executed by Seller confirming the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment satisfaction of the following persons as officers of Ableauctionsconditions specified in Sections 6.1(a), effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President b) and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary(e); (v) a certificate resignations effective as of good standing for Ableauctions from its jurisdiction the Closing Date of incorporation, dated not earlier than each director and corporate officer of each Acquired Company as the Purchaser may have requested in writing at least five (5) days Business Days prior to the Closing Date; (vi) an instruction letter signed by a receipt for the President of Ableauctions addressed to Ableauctions’ transfer agent of record, Initial Purchase Price in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Icustomary form; (vii) joint release instruction in a shareholder list form acceptable to Escrow Agent executed by the Seller for delivery to the Escrow Agent in accordance with the Escrow Agreement, directing the Escrow Agent to release the Escrow Funds (as defined in the Escrow Agreement) to the Seller as partial payment of Ableauctions as the Initial Purchase Price (the “Escrow Release”); (viii) a certificate of good standing (or equivalent) of each Acquired Company certified by Ableauctions’ the Secretary of State (or transfer agentequivalent) of the jurisdiction of organization of such Acquired Company and each other jurisdiction where such Authorized Company is authorized to do business, dated within ten each issued not more than five (105) days of Business Days prior to the Closing Date; a. (ix) evidence of changes of signatories, with effect as of immediately following the Closing, with respect to the bank account of Volt Canada identified in Section 2.6(a)(ix) of the Seller Disclosure Schedule, provided that the Purchaser has provided written notice of the identity of the new signatories to Seller at least five (5) Business days prior to Closing; and (x) the definitive documentation evidencing the Reorganization executed by the parties thereto (the “Reorganization Documentation”); provided that Seller shall be permitted to redact information in the Reorganization Documentation that is prohibited from being disclosed by any contractual, legal or fiduciary obligation. (b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller: (i) the Initial Purchase Price (as adjusted pursuant to Section 2.3) less the amount of Escrow Funds (as defined in the Escrow Agreement), by wire transfer of immediately available funds to an account designated at least two (2) Business Days prior to the Closing Date by Seller; (ii) the Transition Services Agreement executed by the Purchaser; (iii) the Indirect Staffing Agreement executed by the Purchaser; (iv) a certificate of the Secretary of Ableauctionsin customary form, dated as of the Closing Date, certifying as to (i) executed by the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (Purchaser confirming the “Transaction Documents”), (ii) a copy satisfaction of the Certificate of Incorporation and By-Laws of Ableauctions, as conditions specified in effect on and as of the Closing Date, Sections 6.2(a) and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsb); and (ixv) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with Escrow Release, executed by the transactions contemplated herebyPurchaser.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour The purchase and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all sale of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation Units shall be effective on completed at the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective Closing Time on the Closing DateDate at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx XXX, Xxxxxxx, XX or at such other place as the Co-Lead Underwriters and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days Corporation may agree. At or prior to the Closing Date;Time, the Corporation shall deliver to the Underwriters: (via) an instruction letter signed the opinions, certificates and agreements referred to in Section 6 and all other documents required to be provided by the President of Ableauctions addressed Corporation to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered Underwriters pursuant to this Agreement and the Subscription Agreements; (b) certificates representing the Shares and Warrants comprising the Units registered in the name of “CDS & Co.” or any Purchaser or in such other name or names as the Underwriters may direct. Notwithstanding the foregoing, if the Underwriters and the Corporation determine to issue any of the Top Favour Shareholders Shares and Warrants comprising the Units as set forth book-entry only securities in Annex Iaccordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing such Shares and Warrants comprising the Units, the Underwriters will provide a direction to CDS with respect to the crediting of the Shares and Warrants comprising the Units to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting; and against (c) the Corporation’s receipt for payment by the Underwriters of an amount equal to the aggregate purchase price for the Units sold pursuant to the Offering less an amount equal to the Commission and the costs and expenses of the Underwriters provided for in Section 12; (viid) a shareholder list of Ableauctions as certified all duly completed Subscription Agreements tendered by Ableauctions’ Secretary or transfer agentthe Purchasers for the Units being issued and sold and, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documentswhere applicable, all matters in connection with completed forms, schedules and certificates contemplated by the Transaction Documents, and the transactions contemplated therebySubscription Agreements; (viiie) all corporate recordswire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Units sold pursuant to the Offering, board minutes less an amount equal to the Commission and resolutions, tax the costs and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsexpenses of the Underwriters provided for in Section 12; and (ixf) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request Agent’s receipt for the Commission, the costs and expenses of the Underwriters provided for in connection Section 12 and the Units delivered to the Underwriters in accordance with the transactions contemplated herebythis Section 5.

Closing Deliveries. (a) At the Closing, Ableauctions and/or each Stockholder shall deliver to NII and FMTTM the Ableauctions Shareholders certificates (each a "Certificate") representing all of its issued and outstanding Company Capital Stock (which in the aggregate with all of the Certificates delivered by all of the Stockholders shall represent all of the issued and outstanding Company Capital Stock), duly endorsed in blank by such Stockholder, or accompanied by blank stock powers duly executed by such Stockholder and with all necessary transfer tax and other revenue stamps, acquired at such Stockholder's expense, affixed and canceled. Each Stockholder shall promptly cure any deficiencies with respect to the endorsement of any of its Certificates or other documents of conveyance with respect to the stock powers accompanying such Certificates. (b) At the Closing, NII and FMTTM shall deliver to each holder of Company Capital Stock the cash portion of the Initial Merger Consideration payable to such holder at the Closing by wire transfer of immediately available funds and, provided that the Company shall have delivered or caused instructions to be delivered to Top Favour and the Top Favour Shareholders the following: (i) this Agreement duly executed by Ableauctions and the Ableauctions Shareholders; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation NII as to all the allocation of the offices he currently holds with Ableauctions to be effective upon Closing and confirming shares of NII Common Stock that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration constitute part of the 10 calendar day period following Initial Merger Consideration among the date Stockholders at least two business days in advance of the mailing of Closing, certificates (bearing appropriate restrictive legends reflecting the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of transfer restrictions contemplated under this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing ) for such shares representing the number of authorized directors on the board shares of directors NII Common Stock payable to such holder at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date(and if such instructions are not delivered to NII within such time, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior NII shall deliver evidence to the Stockholders at Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the that NII has irrevocably instructed its transfer agent to issue stock deliver such shares to the Stockholders) less the amount of Initial Merger Consideration included in the Escrow Amount for each such holder. At the Contingent Payment Date, if the Contingent Merger Consideration is payable, NII and FMTTM shall deliver to each recipient of Initial Merger Consideration or their successors or assigns the cash portion of the Contingent Merger Consideration payable to such Person on the Contingent Payment Date by wire transfer of immediately available funds and, provided that the Company shall have delivered instructions to NII as to the allocation of the shares of NII Common Stock that constitute part of the Initial Merger Consideration among the Stockholders at least two business days in advance of the Contingent Payment Date, certificates representing Ableauctions Shares the number of shares of NII Common Stock payable to such holder at the Contingent Payment Date (and if such instructions are not delivered to NII within such time, NII shall deliver evidence to the Stockholders at the Contingent Payment Date that NII has irrevocably instructed its transfer agent to deliver such shares to the Stockholders). (c) In the event any Certificates shall have been lost, stolen or destroyed, NII and FMTTM shall cause payment of Merger Consideration to be delivered pursuant made in exchange for such lost, stolen or destroyed certificates, upon the execution of an affidavit of that fact and agreement to this Agreement registered in indemnify the names of Company, NII and FMTTM for any claim that may be made against the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary Company, NII or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives FMTTM with respect to Ableauctions; andthe Certificates alleged to have been lost, stolen or destroyed, which indemnity shall be in such form as approved by NII and FMTTM. (ixd) such other documents as Top Favour and/or Notwithstanding anything to the Top Favour Shareholders may reasonably request contrary in connection with the transactions contemplated herebythis Section 1.11, no party hereto shall be liable to a holder of shares of Company Capital Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Closing Deliveries. At or prior to the Closing, Ableauctions and/or the Ableauctions Shareholders shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the following: (a) The Purchaser shall: (i) this deliver (A) the Escrow Shares to the Escrow Agent to be held pursuant to the Escrow Agreement duly executed by Ableauctions and (B) the Ableauctions ShareholdersAdjustment Escrow Amount to the Sellers’ Representative; (ii) letter of resignation from Ableauctions’ current sole officerpay the Estimated Cash Consideration and deliver the Closing Payment Shares, with his resignation as in each case, to all such Sellers, in such amounts and (in the case of the offices he currently holds Estimated Cash Consideration) to such accounts as are set forth across from each such Seller’s name in the Payment Notice, other than any portion of the Estimated Cash Consideration and Closing Payment Shares that is payable as Closing Per Share Merger Consideration which shall be paid in accordance with Ableauctions Section 2.2 at or prior to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe Closing; (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 deliver to the shareholders of AbleauctionsSellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by the Purchaser; (iv) resolutions if the SBA or PPP Escrow Agent has not yet made a determination with respect to the Agreed PPP Forgiveness Amount, deliver to the Sellers’ Representative a counterpart signature page to the PPP Escrow Agreement, duly adopted executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this AgreementPurchaser; b. (v) deliver to the Acquisition Sellers’ Representative the counterpart signature page to each of the Registration Rights and Lock-Up Agreement, duly executed by the terms thereofPurchaser; c. adoption of bylaws in (vi) deliver to the form agreed Sellers’ Representative a certificate signed by the parties; d. fixing the number of an authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman officer of the board of directors Purchaser stating that the conditions specified in Section 9.3(a) and Section 9.3(b) have been satisfied. (b) The Sellers shall deliver (or cause to serve on Ableauctions board of directors, effective on be delivered) to the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment Purchaser each of the following persons as officers (each in a form and substance reasonably satisfactory to the Purchaser): (i) certificates, duly endorsed in blank or accompanied by a stock power duly endorsed in blank, assignments of Ableauctionsmembership interests or other applicable instruments of assignment, effective on the Closing Datein each case, with respect to the titles set forth opposite his name Transferred Equity Interests; (ii) articles of merger in such form as is required by the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman relevant provisions of the Board Xx Xxx Chief Financial Officer, Treasurer and SecretaryARS to effect the Mergers; (viii) a certificate of good standing for Ableauctions from its jurisdiction of incorporation(or equivalent thereof), dated not earlier more than five ten (510) days prior to the Closing Date, with respect to each Acquired Company, issued by the appropriate government official of such Acquired Company’s jurisdiction of organization or formation; (iv) an IRS Form W-9 executed by each Seller; (v) with respect to each Seller, (i) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) and (ii) with respect to any interest in an Acquired Company treated as a partnership for U.S. federal income tax purposes, a certificate pursuant to Code Section 1446(f) and applicable Treasury Regulations in each case in form and substance reasonably satisfactory to the Purchaser and certifying that no withholding is required pursuant to Sections 1445 and 1446 of the Code, as applicable; (vi) an instruction letter signed a counterpart signature page to the Escrow Agreement, duly executed by the President of Ableauctions addressed to AbleauctionsSellers’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex IRepresentative; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days counterpart signature page to each of the Closing Date; a. a certificate of Registration Rights and Lock-Up Agreement, duly executed by the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated therebySellers; (viii) all corporate recordsevidence that each Related Party Transaction (other than those set forth on Schedule 2.6(b)(viii)) has been terminated as of the Closing Date with no further liability or other Losses to the Purchaser or any Acquired Company; (ix) written resignations (in each case, board minutes effective as of the Closing) of each manager, director or officer of the Acquired Companies set forth on Schedule 2.6(b)(ix), duly executed by each such Person; (x) a certificate signed by the Sellers stating that the conditions specified in Section 9.2(a), 9.2(b) and resolutions9.2(c) have been satisfied; (xi) a counterpart signature page to the PPP Escrow Agreement, tax duly executed by the Sellers’ Representative and financial records, agreements, seals and any other information the PPP Escrow Agent; (xii) if the SBA or documents reasonably requested by Top Favour’s representatives PPP Escrow Agent has not yet made a determination with respect to Ableauctionsthe Agreed PPP Forgiveness Amount, evidence satisfactory to Purchaser that the PPP Lender or SBA has provided Consent to a change in ownership of each Acquired Company who received a PPP Loan that has not been forgiven as of the Closing and has entered into an escrow agreement with the PPP Lender or PPP Escrow Agent for each such PPP Loan pending a forgiveness application or decision; (xiii) a supplement to Schedule 1.1(a) hereto adding any Person that will be a Transferred Entity as of the Closing and/or Equity Interests of any Person that is a Transferred Entity as of the date hereof, in each case, as a result of the execution of a Seller Joinder after the date hereof or removing any Transferred Entity listed thereon that has been acquired after the date hereof by a third party who has exercised a right of first refusal under the applicable Organizational Documents of such Transferred Entity preventing the conveyance of Equity Interests of such Transferred Entity to Purchaser; (xiv) an estoppel certificate from each landlord of the Leased Real Property listed on Schedule 2.6(b)(xiv), in form and substance reasonably acceptable to Purchaser with respect to any Lease between an Acquired Company and an Affiliate or in the form prescribed by the applicable Lease with respect to any Lease between an Acquired Company and any non-Affiliate; (xv) the consent of the Principal Owners to a change in control under any Lease between an Acquired Company, as lessee, and an Affiliate, as lessor, in form and substance reasonably acceptable to Purchaser; (xvi) (A) copies of all filings made pursuant to the DOL Voluntary Fiduciary Correction Program or IRS Employee Plans Compliance Resolution System, as applicable, to correct any failure to comply with elective deferrals of commissioned participants in the Cxxxxxx and RideNow Affiliates 401(k) Plan and Trust and (B) evidence reasonably satisfactory to Purchaser that all applicable excise taxes to be paid (with corresponding IRS filings) with respect to delinquent participant contributions to the Cxxxxxx and RideNow Affiliates 401(k) Plan and Trust have been paid for all applicable plan years; and (ixxvii) such other documents documents, instruments or certificates as Top Favour and/or shall be reasonably requested by Purchaser. (c) If the Top Favour Shareholders may reasonably request SBA or PPP Escrow Agent has not yet made a determination with respect to the Agreed PPP Forgiveness Amount, the applicable Acquired Companies shall (and the Sellers shall cause the applicable Acquired Companies to) pay to the PPP Escrow Agent an amount equal to the Agreed PPP Forgiveness Amount to be held in connection with escrow pursuant to the transactions contemplated herebyterms of the PPP Escrow Agreement.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders : (a) Trango shall have delivered deliver or caused cause to be delivered to Top Favour and the Top Favour Shareholders the followingPurchaser: (i) this Agreement duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by Ableauctions written notice to Everest in accordance with Section 2.15 at least five Business Days prior to the Closing Date, in respect of the Acquired Everest Shares together with either the share certificates for the Acquired Everest Shares or an indemnity in a form to be agreed by Trango and Purchaser in relation to the Ableauctions Shareholdersshare certificates for the Acquired Everest Shares; (ii) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all of the offices he currently holds with Ableauctions certificates required to be effective upon Closing delivered pursuant to Section 8.2(g)(i) and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingSection 8.2(g)(iii); (iii) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 a counterpart signature page to the shareholders of AbleauctionsTransition Services Agreement, duly executed by Trango; (iv) resolutions a counterpart signature page to the Colocation Services Agreement Amendment, duly adopted executed by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this AgreementTrango; b. (v) a counterpart signature page to each of the Acquisition and the terms thereofColocation Services Order Amendments, duly executed by Trango; c. adoption of bylaws (vi) a counterpart signature page to the Investor Rights Agreement, duly executed by Trango, Trango Holdco and Xxxxxxx Xxxxx; (vii) a counterpart signature page to the Everest Escrow Agreement, duly executed by Trango; (viii) resignations, substantially in the form agreed attached hereto as Exhibit J, effective as of the Closing Date, of the directors of each of Everest and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the partiesClosing; d. fixing (ix) copies of notices from Everest to the number Everest Redeemed Holders informing them of authorized directors on the board Everest Redemption; and (x) a copy of directors at seven (7); e. the appointment minutes of Jianhua Lv as Chairman a duly held meeting of the board of directors of Everest authorising the transfer of Everest A Shares to serve on Ableauctions board the Purchaser. (b) The Olympus Sellers’ Representatives shall, and each Olympus Seller shall cause the Olympus Sellers Representatives to, deliver or cause to be delivered to Purchaser (provided, that in the case of directorsSection 2.7(b)(i) only, such delivery shall be made by Olympus (and not the Olympus Sellers’ Representatives or any Olympus Seller)): (i) duly executed transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus in accordance with Section 2.15 at least five Business Days prior to the Closing Date, in respect of the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares, together with either the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Shares) and the Acquired Olympus Z Shares or an indemnity, in customary form, in relation to the share certificates for the Acquired Olympus Shares (other than the Dragged Olympus Equityholders) and the Acquired Olympus Z Shares; (ii) transfers in favor of Purchaser, or such other Affiliate of Purchaser as Purchaser may designate by written notice to Olympus at least five Business Days prior to the Closing Date, in respect of the Dragged Olympus Shares duly executed in accordance with the power of attorney in Article 28 of the Olympus Articles of Association; (iii) duly executed powers of attorney in a form to be agreed by Olympus and Purchaser granted by each Olympus Seller in favor of Purchaser in respect of the voting rights in the Acquired Olympus Shares held by the Olympus Sellers and the Acquired Olympus Z Shares held by Olympus in its capacity as trustee of the DESOP Trust; (iv) the certificates required to be delivered pursuant to Section 8.2(g)(ii) and Section 8.2(g)(iv); (v) resignations, substantially in the form attached hereto as Exhibit J, effective as of the Closing Date, of the directors of each of Olympus and its Subsidiaries, in each case, requested by Purchaser at least five Business Days in advance of the Closing; (vi) a counterpart signature page to the Olympus Escrow Agreement, duly executed by the Olympus Sellers’ Representatives; (vii) where applicable, a copy of a letter from each Olympus Seller to Olympus informing Olympus that it has ceased to be a Registrable RLE/PSC on the Closing Date, and ; (viii) a copy of a resolution of the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on of Olympus, dated prior to the date of this Agreement, approving the resignation terms of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectivethis Agreement in so far as they relate to Olympus, including consummation of the sale of the Acquired Olympus Shares; and f. the appointment (ix) as evidence of the following persons as officers authority of Ableauctionseach person executing a document referred to in this Section 2.7(b) on behalf of an Olympus Seller or the Olympus Sellers’ Representative, effective on a copy of any power of attorney conferring the authority, substantially in the form set out in Exhibit K. (c) Purchaser shall: (i) (A) pay to Trango, in cash by wire transfer of immediately available funds, Trango’s portion of the Closing DateCash Consideration, (B) pay to Trango Holdco, in cash by wire transfer of immediately available funds, Trango Holdco’s portion of the Closing Cash Consideration and (C) deposit (1) with the titles Exchange Agent, pursuant to Section 2.8(a), the Non-Trango Equityholders’ aggregate portion of the Closing Cash Consideration (except for that portion of the Closing Cash Consideration attributable to the Dragged Olympus Equityholders) (for onward distribution by the Exchange Agent as applicable to the Non-Trango Equityholders) and (2) into such bank account of Olympus as Olympus notifies in writing to Purchaser no later than five Business Days prior to Closing, the Dragged Olympus Equityholders’ aggregate proportion of the Closing Cash Consideration (for onward distribution by Olympus, acting as trustee for the Dragged Olympus Equityholders in accordance with Article 28 of the Olympus Articles of Association, as applicable to the Dragged Olympus Equityholders), in the case of each of clauses (A), (B) and (C), as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (ii) (A) deliver to a book entry account in the name of a broker-dealer designated by Trango, to hold on Trango’s behalf, Trango’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock), (B) deliver to a book entry account in the name of a broker-dealer designated by Trango Holdco, to hold on Trango Holdco’s behalf, Trango Holdco’s portion of the Closing Share Consideration, in book-entry form (along with evidence in the books and records maintained by the transfer agent for the Purchaser Common Stock reflecting the ownership of such shares of Purchaser Common Stock) and (C) deposit with the Exchange Agent, pursuant to Section 2.8(a), evidence of book-entry shares constituting the Eligible Non-Trango Equityholders’ aggregate portion of the Closing Share Consideration (for onward distribution in book-entry form by the Exchange Agent as applicable to the Eligible Non-Trango Equityholders), in each case as set forth in the Everest Funds Flow or Olympus Funds Flow, as applicable; (iii) in accordance with Section 2.3(f), pay to Everest, in order for Everest and its Subsidiaries to pay to each Everest Redeemed Holder and Everest Seller, the amount set forth opposite his such holder’s name (on the “Top Favour Officers”): Jianhua Lv Chief Executive OfficerEverest Awards Statement, President and Chairman subject to the provisions of Section 2.3(f) of the Board Xx Xxx Chief Financial OfficerDisclosure Schedule; (iv) in accordance with Section 2.3(g), Treasurer pay to Olympus, in order for Olympus and Secretaryits Subsidiaries to pay to each Olympus Redeemed Holder, the Olympus Redemption Closing Amount set forth opposite such holder’s name on the Olympus Awards Statement; (v) a certificate pay on behalf of good standing for Ableauctions from Everest and its jurisdiction Subsidiaries, in cash by wire transfer of incorporationimmediately available funds, dated not earlier the Estimated Unpaid Everest Expenses (other than five (5any such amounts paid in accordance with Section 2.7(c)(iii)) days in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to Purchaser at least three Business Days prior to the Closing Date; (vi) pay on behalf of Olympus and its Subsidiaries, in cash by wire transfer of immediately available funds, the Estimated Unpaid Olympus Expenses (other than any such amounts paid in accordance with Section 2.7(c)(iv)) in accordance with the invoices, written instructions or other documents evidencing such amounts delivered to Purchaser at least three Business Days prior to the Closing Date; (vii) deliver to the Escrow Agent (A) the Everest Retained Cash Amount in immediately available funds and the Everest Retained Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(a)) and (B) the deferred consideration comprising the Olympus Deferred Cash Amount in immediately available funds and the Olympus Deferred Shares in book-entry form (such delivery to be in satisfaction of Purchaser’s obligation pursuant to Section 2.5(b)); (viii) pay to the Olympus Sellers’ Representatives, in cash by wire transfer of immediately available funds, the Olympus Seller Expense Amount into an instruction letter signed account designated by the President Olympus Sellers’ Representatives, for purposes of Ableauctions addressed satisfying costs, expenses and/or liabilities incurred on behalf of the Olympus Sellers and otherwise in accordance with this Agreement (such payment to Ableauctionsbe in satisfaction of Purchaser’s obligation pursuant to Section 11.16(g)); (ix) deliver to Olympus in its capacity as trustee of the DESOP Trust an undertaking to pay £1 to Olympus in full satisfaction of its obligation to pay the Z Share Consideration; (x) deliver to Trango and the Olympus Sellers’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with Representatives the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares certificate required to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex ISection 8.3(d); (viixi) deliver to Trango a shareholder list of Ableauctions as certified counterpart signature page to the Transition Services Agreement, duly executed by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing DatePurchaser; a. (xii) deliver to Trango a certificate of counterpart signature page to the Secretary of AbleauctionsInvestor Rights Agreement, dated as of duly executed by Purchaser; (xiii) deliver to Trango a counterpart signature page to the Closing DateEverest Escrow Agreement, certifying as duly executed by Purchaser and the Escrow Agent; (xiv) deliver to Olympus Sellers’ Representatives a counterpart signature page to the Olympus Escrow Agreement, duly executed by Purchaser and the Escrow Agent; and (ixv) deliver to Trango and the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) Olympus Sellers’ Representatives a copy of the Certificate R&W Insurance Policy, duly executed by (A) Purchaser or an Affiliate of Incorporation Purchaser and By-Laws of Ableauctions(B) the insurer thereunder, as in effect along with evidence that the applicable premium and all other amounts required under the R&W Insurance Policy to be paid on and as of or prior to the Closing Date, have been paid and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyconditions thereunder have been satisfied.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Administrative Agent shall have delivered or caused received the following documents, instruments, agreements, and other information, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Administrative Agent and Required Lenders and each of which shall, unless otherwise indicated, be delivered to Top Favour and dated the Top Favour Shareholders the followingClosing Date: (i) this Agreement duly executed by Ableauctions and the Ableauctions ShareholdersAgreement; (ii) letter a Note payable to the order of resignation from Ableauctions’ current sole officereach Lender in the amount of such Lender's Commitment, with his resignation as to all of the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingduly executed by Borrower; (iii) letter of resignation of Ableauctions’ current directorsa Mortgage duly executed by the appropriate Person covering the Sterling Gas Plant, with accompanied by such financing statements requested by Administrative Agent to perfect the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on Lien granted by the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsMortgage; (iv) resolutions Existing Mortgage Amendments duly adopted executed by the Board appropriate Person; (v) a Guaranty Agreement duly executed by each of Directors of Ableauctions approving the following events or actionsBorrower's Subsidiaries (excluding REFC); (vi) a Pledge Agreement duly executed by Borrower and its Subsidiaries, as applicable:appropriate, together with (A) certificates evidencing (1) 100% of the issued and outstanding Equity of Borrower's Subsidiaries and (2) 50% of the issued and outstanding Equity of GLEP (all certificates delivered pursuant to this provision shall be duly endorsed or accompanied by duly executed blank stock powers), and (B) accompanied by such financing statements executed by Borrower as Administrative Agent shall request to perfect the Liens granted pursuant to the Pledge Agreement; a. (vii) an opinion of Vinsxx & Xlkixx X.L.P., special counsel for Borrower and its Subsidiaries, favorably opining as to the enforceability of each of the Loan Documents executed and delivered by Borrower and its Subsidiaries and to such other matters as Administrative Agent or Required Lenders may reasonably request; (viii) certificates executed by an Authorized Officer of Borrower stating that (A) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all respects, (B) no Default or Event of Default has occurred which is continuing, and (C) all conditions set forth in this SECTION 6.01 and in SECTION 6.02 have been satisfied; (ix) such resolutions, certificates and other documents relating to the existence of the Loan Parties, the corporate, partnership, or limited liability company authority for the execution, delivery and performance of this Agreement, the Notes, the other Loan Documents, and certain other matters relevant hereto, in form and substance satisfactory to Administrative Agent, which resolutions, certificates and documents include resolutions of the directors of each Loan Party authorizing the execution, delivery, and performance of the Loan Documents and certificates of incumbency for each Loan Party; b. (x) all documents required by Administrative Agent to evidence that the Acquisition GLEP Transaction has closed, which must occur on or before September 30, 1999; (xi) Agents have completed a review of the policies and procedures of Borrower and its Subsidiaries with respect to compliance with Environmental Laws, and Agents are reasonably satisfied with the results of that review; (xii) title information with respect to Borrower's Oil and Gas Properties and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman Sterling Gas Plant sufficient to enable Agents or their counsel to review title to that part of the board Properties deemed necessary by Agents, and Agents are reasonably satisfied with the results of directors that review; and (xiii) an unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries which projects the financial condition of Borrower and its Consolidated Subsidiaries as at the Closing Date after giving effect to serve the initial extensions of credit under this Agreement and which enables Agents to verify that Borrower will have adequate liquidity on Ableauctions board of directors, effective on and after the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names sole judgment of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyAgents.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Pubco and Pubco Stockholder shall have delivered or caused to be delivered to Top Favour Priveco and the Top Favour Shareholders Priveco Stockholders the following: (i) this Agreement duly executed by Ableauctions Pubco’s duly authorized signatory and the Ableauctions Shareholdersby Pubco Stockholder; (ii) the Cancellation Agreements duly executed by Pubco’s duly authorized signatory and by the Cancelling Stockholders; (iii) letter of resignation from Ableauctions’ Pubco’s current sole officer, with his executive officer as follows: (1) letter of resignation of Xxxxxxx Xxxxxx as to all of the offices he currently holds with Ableauctions Pubco to be effective upon on the Closing Date and confirming that he has no claim against Ableauctions Pubco in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingas of the Closing Date; (iiiiv) letter of resignation from Pubco’s current sole director as follows: (a) letter of resignation of Ableauctions’ current directorsXxxxxxx Xxxxxx as sole director, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration Closing Date and confirming that he has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsClosing Date; (ivv) resolutions duly adopted by the Board board of Directors directors of Ableauctions Pubco approving the following events or actions, as applicable: a. (A) the execution, delivery and performance of this Agreement; b. (B) the Acquisition Share Exchange and the terms thereof; c. adoption of bylaws in (C) the form agreed by Conversion and the partiesterms thereof; d. fixing (D) the number of authorized directors on Shares Cancellations and the board of directors at seven (7)terms thereof; e. (E) the change of Pubco’s fiscal year end from March 31 to December 31; (F) the appointment of Jianhua Lv as Chairman of the board of directors Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx and Xxxxxxx Xxxxxx to serve on Ableauctions Pubco’s board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. (G) the appointment of the following persons person/s as officers officer/s of Ableauctions, effective on the Closing DatePubco, with the titles set forth opposite his name (name, effective on the “Top Favour Officers”): Jianhua Lv Closing Date: Xxxxxx Xxxxxxxx Chief Executive Officer, Officer Xxxxxx Xxxxxxx President and Chairman of the Board Xx Xxx Chief Scientific Officer Xxxx Xxxxx Chief Financial Officer, Treasurer and SecretarySecretary Xxxxx Xxxxx Chief Operating Officer (vvi) a certificate of good standing for Ableauctions Pubco from its jurisdiction of incorporation, dated not earlier than five three calendar (53) days prior to the Closing DateDate (the “Good Standing Certificate”); (vivii) an instruction letter signed by the President of Ableauctions Pubco addressed to Ableauctions’ Pubco’s transfer agent of record, in a form reasonably acceptable to Top Favour Priveco and Pubco’s transfer agent and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions the Exchange Shares and Conversion Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex Ithe attached Signature Pages of Priveco Stockholders and Signature Pages of Priveco Noteholders; (viiviii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of AbleauctionsPubco, dated as of the Closing Date, certifying as to (ia) the incumbency of officers of Ableauctions Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (iib) a copy of the Certificate Articles of Incorporation and By-Laws Bylaws of AbleauctionsPubco, as in effect on and as of the Closing Date, and (iiic) a copy of the resolutions of the Board board of Directors directors of Ableauctions Pubco authorizing and approving Ableauctions’ Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viiiix) a stockholder list of Pubco as certified by Pubco’s transfer agent, dated within three (3) calendar days of the Closing Date; (x) all corporate records, board minutes and resolutions, tax and financial recordsOrganizational Documents, agreements, seals and any other information or documents reasonably requested by Top FavourPriveco’s representatives with respect to Ableauctions; andPubco; (ixxi) evidence satisfactory to Priveco of the delivery by Pubco Stockholder to Pubco of the original stock certificates representing the Cancellation Shares, accompanied by a stock power(s) with proper endorsements and/or medallion certified signatures (or equivalent) as may be required by Pubco’s transfer agent for the cancellation and any and all other agreements, documents and instruments required by the transfer agent for the Shares Cancellations as described in Section 8.11 herein; (xii) such other documents as Top Favour Priveco and/or the Top Favour Shareholders Priveco Stockholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. The Closing of the transactions contemplated under this Agreement shall be completed electronically, or at such other place Beacon, on behalf of the Underwriters, and the Company shall agree upon. At or before the ClosingClosing Time, Ableauctions and/or the Ableauctions Shareholders Underwriters shall have delivered or caused to be delivered to Top Favour and the Top Favour Shareholders the followingCompany: (ia) this a completed and executed Subscription Agreement duly executed (including all certifications, forms and other documentation contemplated thereby or as may be required by Ableauctions and applicable securities regulatory authorities) in a form acceptable to the Ableauctions ShareholdersCompany, from each Subscriber; (iib) letter an invoice or written direction for the Underwriters’ Fee and expenses payable by the Company to the Underwriters pursuant to this Agreement; and (c) such further documentation as may be contemplated herein or as the Company may reasonably require. At or before the Closing Time, the Company shall deliver to the Underwriters: (a) via electronic deposit or represented by one or more certificates in definitive form, the Offered Securities (excluding the Warrant Shares) registered in the name of resignation from Ableauctions’ current sole officer“CDS & Co.” or in such other name or names as Beacon may notify the Company in writing not less than 24 hours prior to the Closing Time for deposit into the electronic book based system for clearing, with his resignation as to all of depository and entitlement services operated by CDS, or will be made and settled in CDS under the offices he currently holds with Ableauctions to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingnon-certificated inventory system; (iiib) letter of resignation of Ableauctions’ current directors, with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of Ableauctions; (iv) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, requisite documentation as applicable: a. the execution, delivery and performance contemplated in Section 8 of this Agreement;; and b. (c) such further documentation as may be contemplated herein or as the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed Underwriters may reasonably require; against payment by the parties; d. fixing Underwriters to the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman Company of the board of directors aggregate purchase price for the Offered Securities (excluding the Warrant Shares) by wire transfer payable to serve on Ableauctions board of directors, effective on the Company. On the Closing Date, and the appointment of designees of Mr. Lv as additional directors Company will authorize Beacon to serve on Ableauctions’ board of directors on hold back from the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment gross proceeds of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior Offering such amount that is equal to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to aggregate of: (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), Underwriters’ Fee; (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, as in effect on and as of the Closing Date, Underwriters’ Expenses; and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated herebyCorporate Finance Fee.

Closing Deliveries. At As a condition to entering into this Agreement and the Closingother Loan Documents and making any Advance, Ableauctions and/or the Ableauctions Shareholders Borrower, Metretek or Guarantor, as applicable, shall have delivered duly authorize, execute and deliver, or caused cause to be delivered delivered, to Top Favour Lender on the Closing Date the following agreements and documents, and otherwise satisfy the Top Favour Shareholders following conditions precedent: (a) Facility A Note duly executed by each Borrower; (b) Facility B Note duly executed by each Borrower; (c) the following:Annual Facility Fee in the amount of $12,500.00; (d) Security Agreement, in the form set forth here in as Exhibit D, duly executed by PowerSecure; (e) Security Agreement, in the form set forth here in as Exhibit E, duly executed by Southern Flow; (f) Security Agreement, in the form set forth here in as Exhibit F, duly executed by Metretek; (g) Guaranty, in the form set forth as Exhibit G, duly executed by the Guarantor; (h) a certificate from the Secretary of each Obligor in the form of Exhibit H attached hereto; (i) a Compliance Certificate executed by Borrower's president or chief executive officer in the form of Exhibit I attached hereto, certifying, inter alia, that there has been no default on the part of the Borrower and that all Representations and Warranties made by Borrower in this Agreement duly executed by Ableauctions are true, complete and the Ableauctions Shareholdersaccurate; (iij) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all UCC Financing Statements and control agreements for any of the offices he currently holds with Ableauctions Collateral which is perfected by "control" under the Uniform Commercial Code, as necessary, pertaining to be effective upon Closing and confirming that he has no claim against Ableauctions in respect of any outstanding remuneration or fees of whatever nature to be effective upon closingthe Collateral; (iiik) letter Such Uniform Commercial Code or other searches of resignation of Ableauctions’ current directors, with security interests against the resignation of such directors to take effect immediatelyBorrower indicating that Lender's security interest in the Collateral shall be a first priority lien, other than Xxxxx Xxxxxthe Permitted Liens, whose resignation and Lender shall have received assurances satisfactory to Lender that all liens held by Wells Fargo Business Credit Inc. in the Collateral shall be effective on released in conjunction with the expiration of first Advance under the 10 calendar day period following the date of the mailing of the Schedule 14f-1 Facilities, and otherwise as are acceptable to the shareholders of AbleauctionsLender; (ivl) resolutions duly adopted by the Board of Directors of Ableauctions approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman of the board of directors to serve on Ableauctions board of directors, effective on the Closing Date, and the appointment of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effective; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (v) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a A copy of the Certificate of Incorporation of each Obligor, certified as of a recent date by the Secretary of State of the state of incorporation; (m) Certificate of good standing with respect to each Obligor, issued as of a recent date by the Secretary of State of the state of incorporation; (n) A copy, certified by the President of each Obligor to be true and By-Laws of Ableauctions, as correct and in full force and effect on and as of the Closing Date, of (i) the By-laws of such Obligor; (ii) proper authorizations of such Obligor authorizing the issuance, execution and delivery of the Loan Documents to which such Obligor is a party; (iii) a copy statement containing the names of the resolutions officer or officers of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Obligor authorized to sign such Loan Documents, all matters in connection together with the Transaction Documentssignatures of such officer or officers, and (iv) a statement that no change has occurred in the transactions contemplated therebycondition or operations (financial or otherwise) of such Obligor since June 30, 2005 that has a Material Adverse Effect; (viiio) all corporate recordsA proof of insurance coverage and a copy of each existing policy establishing that the Borrower and its property are insured as provided in Section 7.6 hereof and that the Lender is named as loss payee thereunder; (p) If required by the Lender, board minutes an opinion from Kegler, Brown, Hill & Ritter Co., L.P.A., counsel to the PowerSecure and resolutionsSouthern Flow, tax and financial recordsin xxxx xnd substance satisfactory to Lender; (q) A Borrowing Base Report, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctionsdated the Closing Date; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. At the Closing, Ableauctions and/or the Ableauctions Shareholders Administrative Agent shall have delivered or caused received each of the following documents, instruments and agreements, each of which shall be in form and substance, and, as applicable, executed in such counterparts, as shall be acceptable to be delivered to Top Favour Administrative Agent and the Top Favour Shareholders the followingeach Bank: (ia) this Agreement duly executed by Ableauctions a Note payable to the order of each Bank (as applicable), each in the amount of such Bank's Commitment after giving effect to the Assignment and Acceptance Agreements referenced in the Ableauctions Shareholdersrecitals hereto; (iib) letter of resignation from Ableauctions’ current sole officer, with his resignation as to all a fully executed copy of the offices he currently holds Manti Acquisition Agreement and all other material documents, instruments and agreements executed and/or delivered by any Credit Party in connection with Ableauctions to be effective upon Closing the Manti Acquisition Agreement and confirming the closing of the Manti Acquisition, together with a certificate from an Authorized Officer of Borrower certifying that he has (1) such copies are accurate and complete and represent the complete understanding and agreement of the parties thereto, (2) no claim against Ableauctions in respect material right or obligation of any outstanding remuneration party thereto has been modified, amended or fees waived, and (3) subject only to the establishment of whatever nature to the Borrowing Base described in Section 2 hereof and the disbursement and application of proceeds in connection therewith, the Manti Acquisition will be effective upon closingconsummated on the terms set forth in the Manti Acquisition Agreement; (iiic) letter of resignation of Ableauctions’ current directors, all environmental reports that Borrower has obtained in connection with the resignation of such directors to take effect immediately, other than Xxxxx Xxxxx, whose resignation shall be effective on the expiration of the 10 calendar day period following the date of the mailing of the Schedule 14f-1 to the shareholders of AbleauctionsManti Acquisition; (ivd) resolutions Mortgages duly adopted executed and delivered by Borrower, together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, pursuant to which Borrower shall grant to Administrative Agent a first and prior Lien, subject only to Permitted Encumbrances, in and to the Board Manti Assets constituting Borrowing Base Properties; (e) prior to the consummation of Directors the Debt Issuance, fully executed copies of Ableauctions approving the following events or actionsPermitted Senior Unsecured Debt Documents (as defined in the Credit Agreement, as applicable: a. the executionamended by this First Amendment) and other material documents, delivery instruments and performance of this Agreement; b. the Acquisition and agreements evidencing the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at seven (7); e. the appointment of Jianhua Lv as Chairman and conditions of the board Permitted Senior Unsecured Debt, together with a certificate from an Authorized Officer of directors to serve on Ableauctions board certifying that (1) such copies are accurate and complete and represent the complete understanding and agreement of directors, effective on the Closing Dateparties thereto, and the appointment (2) no material right or obligation of designees of Mr. Lv as additional directors to serve on Ableauctions’ board of directors on the date the resignation of Ableauctions’ current directors except Xxxxx Xxxxx becomes effectiveany party thereto has been modified, amended or waived; and f. the appointment of the following persons as officers of Ableauctions, effective on the Closing Date, with the titles set forth opposite his name (the “Top Favour Officers”): Jianhua Lv Chief Executive Officer, President and Chairman of the Board Xx Xxx Chief Financial Officer, Treasurer and Secretary (vf) a certificate of good standing for Ableauctions from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (vi) an instruction letter signed by the President of Ableauctions addressed to Ableauctions’ transfer agent of record, in a form reasonably acceptable to Top Favour and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing Ableauctions Shares to be delivered pursuant to this Agreement registered in the names of the Top Favour Shareholders as set forth in Annex I; (vii) a shareholder list of Ableauctions as certified by Ableauctions’ Secretary or transfer agent, dated within ten (10) days of the Closing Date; a. a certificate of the Secretary of Ableauctions, dated as of the Closing Date, certifying as to (i) the incumbency of officers of Ableauctions executing this Agreement and all exhibits and schedules hereto and all such other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Certificate of Incorporation and By-Laws of Ableauctions, agreements as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Ableauctions authorizing and approving Ableauctions’ execution, delivery and performance of the Transaction Documents, all matters Administrative Agent may reasonably require in connection with the Transaction Documents, this First Amendment and the transactions contemplated thereby; (viii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by Top Favour’s representatives with respect to Ableauctions; and (ix) such other documents as Top Favour and/or the Top Favour Shareholders may reasonably request in connection with the transactions contemplated hereby.