Common use of Non-U.S. Person Under Regulation S Clause in Contracts

Non-U.S. Person Under Regulation S. The Top Favour Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder was located outside the United States; (iii) no offer of the Ableauctions Shares was made to the Top Favour Shareholder within the United States; (iv) the Top Favour Shareholder is either (a) acquiring the Ableauctions Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Shares by the Top Favour Shareholder will be made outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder understands the conditions of the exemption from registration afforded by section 4(1) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder will not resell the Ableauctions Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions at any time after the execution of this Agreement by the Top Favour Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Shares; (xi) the Top Favour Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder hereby represents that it has fully satisfied the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Shares or this Agreement, including (i) the legal requirements of the Top Favour Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Shares; and further, the Top Favour Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Shares.

Non-U.S. Person Under Regulation S. The Top Favour Such Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws Laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) was located outside the United States at the time of Closing, the Top Favour Shareholder was located outside the United States; (iii) no offer of was not offered the Ableauctions Conversion Shares was made to the Top Favour Shareholder within the United States; (iv) the Top Favour Shareholder is either (a) acquiring the Ableauctions Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) will make all subsequent offers and sales of the Ableauctions Conversion Shares by the Top Favour Shareholder will be made (a) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, (2) pursuant to registration of the Conversion Shares under the Securities Act, or (3) pursuant to an exemption from such registration; the Top Favour Shareholder and understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption.; (viv) the Top Favour Shareholder will not resell the Ableauctions Conversion Shares to U.S. Persons persons or within the United States until after the end of the one (1) one-year period commencing on the date of Closing (the “Restricted Period”); (viivi) the Top Favour Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Conversion Shares at any time after the execution of this Agreement by the Top Favour Shareholder and prior to the expiration of the Restricted Period; (viiivii) the Top Favour Shareholder understands that the Ableauctions Conversion Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws Laws and that the parties to this Agreement are Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Such Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder ; and agrees to notify Ableauctions the Company of any events which would cause the representations and warranties of the Top Favour Such Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ixviii) shall provide, in the event of resale of the Ableauctions Conversion Shares to non-U.S. Persons persons outside of the U.S. United States during the Restricted Period, the Top Favour Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Conversion Shares stating that such purchaser Such Shareholder is subject to the same restrictions on offers and sales that apply to the undersignedSuch Shareholder, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Conversion Shares; (xix) the Top Favour Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Shareholder has not taken any action that would cause any of the parties party to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other personPerson; and (xiiixii) has satisfied fully observed of the Top Favour Shareholder hereby represents that it has fully satisfied the laws Laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Conversion Shares or with this Agreement, including (i) the legal requirements of the Top Favour Such Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Conversion Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) consent of any governmental or other consents Governmental Authority that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Conversion Shares; and further, the Top Favour Shareholder agrees to continue to comply with such laws Laws as long as it shall hold the Ableauctions Conversion Shares.

Non-U.S. Person Under Regulation S. The Top Favour Dynamic Ally Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Dynamic Ally Shareholder was located outside the United States; (iii) no offer of the Ableauctions Pubco Shares was made to the Top Favour Dynamic Ally Shareholder within the United States; (iv) the Top Favour Dynamic Ally Shareholder is either (a) acquiring the Ableauctions Pubco Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Pubco Shares by the Top Favour Dynamic Ally Shareholder will be made outside the United States in compliance with Rule 903 or and Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Dynamic Ally Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Dynamic Ally Shareholder will not resell the Ableauctions Pubco Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Dynamic Ally Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Pubco Common Stock at any time after the execution of this Agreement by the Top Favour Dynamic Ally Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Pubco Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Dynamic Ally Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Dynamic Ally Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Pubco Shares; (xix) the Top Favour Dynamic Ally Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Dynamic Ally Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour Dynamic Ally Shareholder hereby represents that it has satisfied fully satisfied the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Pubco Shares or this Agreement, including (i) the legal requirements of the Top Favour Dynamic Ally Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Pubco Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Pubco Shares; and further, the Top Favour Dynamic Ally Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Pubco Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderSeller: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities ActAct (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person), was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder Seller was located outside the United States; (iii) no offer of the Ableauctions Shares was made to the Top Favour Shareholder Seller within the United States; (iv) the Top Favour Shareholder Seller is either (a) acquiring the Ableauctions Shares for its his own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b4.10(a); (v) understands that none of the Shares have been or will be registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and all subsequent offers and sales of the Ableauctions Shares by the Top Favour Shareholder Seller will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder understands the conditions of the exemption from registration afforded by section 4(1) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder Seller will not resell the Ableauctions Shares to U.S. Persons or within the United States until after the end of the one (1) year six-month period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder Seller shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Sino Clean at any time after the execution of this Agreement by the Top Favour Shareholder Seller and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder Seller understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement Parties are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder Seller set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder Seller agrees to notify Ableauctions Sino Clean of any events which would cause the representations and warranties of the Top Favour Shareholder Seller to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Seller and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Shareholder Seller shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder Seller has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Shares; (xi) the Top Favour Shareholder Seller is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder Seller has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or forms of remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder Seller hereby represents that it has observed and fully satisfied the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Shares or this Agreement, including (i) the legal requirements of the Top Favour ShareholderSeller’s jurisdiction for the purchase and acquisition of the Ableauctions Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchaseacquisition, holding, redemption, sale, or transfer of the Ableauctions Shares; and further, the Top Favour Shareholder Seller agrees to continue to comply with such laws as long as it shall hold the Ableauctions Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderSuch Priveco Noteholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder such Priveco Noteholder was located outside the United States; (iii) no offer of the Ableauctions Conversion Shares was made to the Top Favour Shareholder such Priveco Noteholder within the United States; (iv) the Top Favour Shareholder such Priveco Noteholder is either (a) acquiring the Ableauctions Conversion Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b4.4(b); (v) all subsequent offers and sales of the Ableauctions Conversion Shares by the Top Favour Shareholder such Priveco Noteholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Conversion Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder such Priveco Noteholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder such Priveco Noteholder will not resell the Ableauctions Conversion Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder such Priveco Noteholder shall not and hereby agrees not to enter into any short sales with respect to the common stock Common Stock of Ableauctions Pubco at any time after the execution of this Agreement by the Top Favour Shareholder such Priveco Noteholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder such Priveco Noteholder understands that the Ableauctions Conversion Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are Pubco is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder such Priveco Noteholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder such Priveco Noteholder agrees to notify Ableauctions Pubco of any events which would cause the representations and warranties of the Top Favour Shareholder such Priveco Noteholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Priveco Noteholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Conversion Shares to non-U.S. Persons outside of the U.S. United States during the Restricted Period, the Top Favour Shareholder such Priveco Noteholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Conversion Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder such Priveco Noteholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Conversion Shares; (xi) the Top Favour Shareholder such Priveco Noteholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder such Priveco Noteholder has not taken any action that would cause any of the parties to this Agreement Parties to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder such Priveco Noteholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Conversion Shares or this Agreement, including (iA) the legal requirements of the Top Favour Shareholdersuch Priveco Noteholder’s jurisdiction for the purchase and acquisition of the Ableauctions Conversion Shares, (iiB) any foreign exchange restrictions applicable to such purchase and acquisition, (iiiC) any governmental or other consents that may need to be obtained, and (ivD) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Conversion Shares; and further, the Top Favour Shareholder such Priveco Noteholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Conversion Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderFulland Stockholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”), was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder Fulland Stockholder was located outside the United States; (iii) no offer of the Ableauctions Malex Shares was made to the Top Favour Shareholder Fulland Stockholder within the United States; (iv) the Top Favour Shareholder Fulland Stockholder is either (a) acquiring the Ableauctions Malex Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Malex Shares by the Top Favour Shareholder Fulland Stockholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder such Fulland Stockholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder such Fulland Stockholder will not resell the Ableauctions Malex Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder such Fulland Stockholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Malex at any time after the execution of this Agreement by the Top Favour Shareholder such Fulland Stockholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder such Fulland Stockholder understands that the Ableauctions Malex Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder such Fulland Stockholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder such Fulland Stockholder agrees to notify Ableauctions Malex of any events which would cause the representations and warranties of the Top Favour Shareholder such Fulland Stockholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Fulland Stockholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Malex Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Shareholder such Fulland Stockholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder such Fulland Stockholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Malex Shares; (xi) the Top Favour Shareholder such Fulland Stockholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder such Fulland Stockholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder such Fulland Stockholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Malex Shares or this Agreement, including (i) the legal requirements of the Top Favour Shareholdersuch Fulland Stockholder’s jurisdiction for the purchase and acquisition of the Ableauctions Malex Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Malex Shares; and further, the Top Favour Shareholder Fulland Stockholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Malex Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderEach Jintai HK Shareholder represents that: (i) he/she is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Jintai HK Shareholder was located outside the United States; (iii) no offer of the Ableauctions Jintai Delaware Shares was made to the Top Favour Jintai HK Shareholder within the United States; (iv) the Top Favour Jintai HK Shareholder is either (a) acquiring the Ableauctions Jintai Delaware Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Jintai Delaware Shares by the Top Favour Jintai HK Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Jintai HK Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Jintai HK Shareholder will not resell the Ableauctions Jintai Delaware Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Jintai HK Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Jintai Delaware Common Stock at any time after the execution of this Agreement by the Top Favour Jintai HK Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Jintai Delaware Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Jintai HK Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Jintai HK Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Jintai Delaware Shares; (xix) the Top Favour Jintai HK Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Jintai HK Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour Jintai HK Shareholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Jintai Delaware Shares or this Agreement, including (i) the legal requirements of the Top Favour Jintai HK Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Jintai Delaware Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Jintai Delaware Shares; and further, the Top Favour Jintai HK Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Jintai Delaware Shares.

Non-U.S. Person Under Regulation S. The Top Favour BVI Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour such BVI Shareholder was located outside the United States; (iii) no offer of the Ableauctions Pubco Shares was made to the Top Favour such BVI Shareholder within the United States; (iv) the Top Favour such BVI Shareholder is either (a) acquiring the Ableauctions Pubco Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Pubco Shares by the Top Favour such BVI Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Pubco Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour such BVI Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour such BVI Shareholder will not resell the Ableauctions Pubco Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour such BVI Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Pubco at any time after the execution of this Agreement by the Top Favour such BVI Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour such BVI Shareholder understands that the Ableauctions Pubco Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour such BVI Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour such BVI Shareholder agrees to notify Ableauctions Pubco of any events which would cause the representations and warranties of the Top Favour such BVI Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour BVI Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Pubco Shares to non-U.S. Persons outside of the U.S. United States during the Restricted Period, the Top Favour such BVI Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Pubco Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour such BVI Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Pubco Shares; (xi) the Top Favour such BVI Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour such BVI Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour such BVI Shareholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Pubco Shares or this Agreement, including (i) the legal requirements of the Top Favour such BVI Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Pubco Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Pubco Shares; and further, the Top Favour such BVI Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Pubco Shares.

Non-U.S. Person Under Regulation S. The Top Favour Renovation Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Renovation Shareholder was located outside the United States; (iii) no offer of the Ableauctions Kerrisdale Shares was made to the Top Favour Renovation Shareholder within the United States; (iv) the Top Favour Renovation Shareholder is either (a) acquiring the Ableauctions Kerrisdale Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Kerrisdale Shares by the Top Favour Renovation Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Renovation Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption.. 10 (vi) the Top Favour Renovation Shareholder will not resell the Ableauctions Kerrisdale Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Renovation Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Kerrisdale at any time after the execution of this Agreement by the Top Favour Renovation Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Renovation Shareholder understands that the Ableauctions Kerrisdale Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Renovation Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Renovation Shareholder agrees to notify Ableauctions Kerrisdale of any events which would cause the representations and warranties of the Top Favour Renovation Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Renovation Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Kerrisdale Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Renovation Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Renovation Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Kerrisdale Shares; (xi) the Top Favour Renovation Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act;; and (xii) the Top Favour Renovation Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder hereby represents that it has fully satisfied the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Shares or this Agreement, including (i) the legal requirements of the Top Favour Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Shares; and further, the Top Favour Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Shares.

Non-U.S. Person Under Regulation S. The Top Favour Gold Industry Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Gold Industry Shareholder was located outside the United States; (iii) no offer of the Ableauctions Pubco Shares was made to the Top Favour Gold Industry Shareholder within the United States; (iv) the Top Favour Gold Industry Shareholder is either (a) acquiring the Ableauctions Pubco Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Pubco Shares by the Top Favour Gold Industry Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Gold Industry Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Gold Industry Shareholder will not resell the Ableauctions Pubco Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Gold Industry Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Pubco Common Stock at any time after the execution of this Agreement by the Top Favour Gold Industry Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Pubco Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Gold Industry Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Gold Industry Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Pubco Shares; (xix) the Top Favour Gold Industry Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Gold Industry Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour Gold Industry Shareholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Pubco Shares or this Agreement, including (i) the legal requirements of the Top Favour Gold Industry Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Pubco Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Pubco Shares; and further, the Top Favour Gold Industry Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Pubco Shares.

Non-U.S. Person Under Regulation S. The Top Favour Pxxx Xxxxx Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Pxxx Xxxxx Shareholder was located outside the United States; (iii) no offer of the Ableauctions Sino Charter Shares was made to the Top Favour Pxxx Xxxxx Shareholder within the United States; (iv) the Top Favour Pxxx Xxxxx Shareholder is either (a) acquiring the Ableauctions Sino Charter Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Sino Charter Shares by the Top Favour Pxxx Xxxxx Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Pxxx Xxxxx Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Pxxx Xxxxx Shareholder will not resell the Ableauctions Sino Charter Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Pxxx Xxxxx Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Sino Charter at any time after the execution of this Agreement by the Top Favour Pxxx Xxxxx Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Sino Charter Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Pxxx Xxxxx Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Pxxx Xxxxx Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Sino Charter Shares; (xix) the Top Favour Pxxx Xxxxx Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Pxxx Xxxxx Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour Pxxx Xxxxx Shareholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Sino Charter Shares or this Agreement, including (i) the legal requirements of the Top Favour Pxxx Xxxxx Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Sino Charter Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Sino Charter Shares; and further, the Top Favour Pxxx Xxxxx Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Sino Charter Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderSuch Priveco Noteholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder such Priveco Noteholder was located outside the United States; (iii) no offer of the Ableauctions Conversion Shares was made to the Top Favour Shareholder such Priveco Noteholder within the United States; (iv) the Top Favour Shareholder such Priveco Noteholder is either (a) acquiring the Ableauctions Conversion Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b4.4(b); (v) all subsequent offers and sales of the Ableauctions Conversion Shares by the Top Favour Shareholder such Priveco Noteholder will be made outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, pursuant to registration of the Conversion Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder such Priveco Noteholder understands the conditions of the exemption from registration afforded by section 4(14(a)(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder such Priveco Noteholder will not resell the Ableauctions Conversion Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder such Priveco Noteholder shall not and hereby agrees not to enter into any short sales with respect to the common stock Common Stock of Ableauctions Pubco at any time after the execution of this Agreement by the Top Favour Shareholder such Priveco Noteholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder such Priveco Noteholder understands that the Ableauctions Conversion Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are Pubco is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder such Priveco Noteholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder such Priveco Noteholder agrees to notify Ableauctions Pubco of any events which would cause the representations and warranties of the Top Favour Shareholder such Priveco Noteholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Priveco Noteholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Conversion Shares to non-U.S. Persons outside of the U.S. United States during the Restricted Period, the Top Favour Shareholder such Priveco Noteholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Conversion Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder such Priveco Noteholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Conversion Shares; (xi) the Top Favour Shareholder such Priveco Noteholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder such Priveco Noteholder has not taken any action that would cause any of the parties to this Agreement Parties to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder such Priveco Noteholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Conversion Shares or this Agreement, including (iA) the legal requirements of the Top Favour Shareholdersuch Priveco Noteholder’s jurisdiction for the purchase and acquisition of the Ableauctions Conversion Shares, (iiB) any foreign exchange restrictions applicable to such purchase and acquisition, (iiiC) any governmental or other consents that may need to be obtained, and (ivD) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Conversion Shares; and further, the Top Favour Shareholder such Priveco Noteholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Conversion Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderPriveco Stockholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder such Priveco Stockholder was located outside the United States; (iii) no offer of the Ableauctions Exchange Shares was made to the Top Favour Shareholder such Priveco Stockholder within the United States; (iv) the Top Favour Shareholder such Priveco Stockholder is either (a) acquiring the Ableauctions Exchange Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Exchange Shares by the Top Favour Shareholder such Priveco Stockholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Exchange Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder such Priveco Stockholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder such Priveco Stockholder will not resell the Ableauctions Exchange Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder such Priveco Stockholder shall not and hereby agrees not to enter into any short sales with respect to the common stock Common Stock of Ableauctions Pubco at any time after the execution of this Agreement by the Top Favour Shareholder such Priveco Stockholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder such Priveco Stockholder understands that the Ableauctions Exchange Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are Pubco is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder such Priveco Stockholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder such Priveco Stockholder agrees to notify Ableauctions Pubco of any events which would cause the representations and warranties of the Top Favour Shareholder such Priveco Stockholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Priveco Stockholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Exchange Shares to non-U.S. Persons outside of the U.S. United States during the Restricted Period, the Top Favour Shareholder such Priveco Stockholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Exchange Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder such Priveco Stockholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Exchange Shares; (xi) the Top Favour Shareholder such Priveco Stockholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder such Priveco Stockholder has not taken any action that would cause any of the parties to this Agreement Parties to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder such Priveco Stockholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Exchange Shares or this Agreement, including (iA) the legal requirements of the Top Favour Shareholdersuch Priveco Stockholder’s jurisdiction for the purchase and acquisition of the Ableauctions Exchange Shares, (iiB) any foreign exchange restrictions applicable to such purchase and acquisition, (iiiC) any governmental or other consents that may need to be obtained, and (ivD) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Exchange Shares; and further, the Top Favour Shareholder such Priveco Stockholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Exchange Shares.

Non-U.S. Person Under Regulation S. The Top Favour ShareholderPriveco Stockholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Shareholder such Priveco Stockholder was located outside the United States; (iii) no offer of the Ableauctions Exchange Shares was made to the Top Favour Shareholder such Priveco Stockholder within the United States; (iv) the Top Favour Shareholder such Priveco Stockholder is either (a) acquiring the Ableauctions Exchange Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b3.4(c); (v) all subsequent offers and sales of the Ableauctions Exchange Shares by the Top Favour Shareholder such Priveco Stockholder will be made outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, pursuant to registration of the Exchange Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Shareholder such Priveco Stockholder understands the conditions of the exemption from registration afforded by section 4(14(a)(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Shareholder such Priveco Stockholder will not resell the Ableauctions Exchange Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Shareholder such Priveco Stockholder shall not and hereby agrees not to enter into any short sales with respect to the common stock Common Stock of Ableauctions Pubco at any time after the execution of this Agreement by the Top Favour Shareholder such Priveco Stockholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder such Priveco Stockholder understands that the Ableauctions Exchange Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are Pubco is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder such Priveco Stockholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder such Priveco Stockholder agrees to notify Ableauctions Pubco of any events which would cause the representations and warranties of the Top Favour Shareholder such Priveco Stockholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder Priveco Stockholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Exchange Shares to non-U.S. Persons outside of the U.S. United States during the Restricted Period, the Top Favour Shareholder such Priveco Stockholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Exchange Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (x) the Top Favour Shareholder such Priveco Stockholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Exchange Shares; (xi) the Top Favour Shareholder such Priveco Stockholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xii) the Top Favour Shareholder such Priveco Stockholder has not taken any action that would cause any of the parties to this Agreement Parties to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiii) the Top Favour Shareholder such Priveco Stockholder hereby represents that it has satisfied fully satisfied observed of the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Exchange Shares or this Agreement, including (iA) the legal requirements of the Top Favour Shareholdersuch Priveco Stockholder’s jurisdiction for the purchase and acquisition of the Ableauctions Exchange Shares, (iiB) any foreign exchange restrictions applicable to such purchase and acquisition, (iiiC) any governmental or other consents that may need to be obtained, and (ivD) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Exchange Shares; and further, the Top Favour Shareholder such Priveco Stockholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Exchange Shares.

Non-U.S. Person Under Regulation S. The Top Favour Tonix Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour Tonix Shareholder was located outside the United States; (iii) no offer of the Ableauctions Pubco Shares was made to the Top Favour Tonix Shareholder within the United States; (iv) the Top Favour Tonix Shareholder is either (a) acquiring the Ableauctions Pubco Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b); (v) all subsequent offers and sales of the Ableauctions Pubco Shares by the Top Favour Tonix Shareholder will be made outside the United States in compliance with Rule 903 or and Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour Tonix Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour Tonix Shareholder will not resell the Ableauctions Pubco Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour Tonix Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Pubco Common Stock at any time after the execution of this Agreement by the Top Favour Tonix Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Pubco Shares to non-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour Tonix Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour Tonix Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Pubco Shares; (xix) the Top Favour Tonix Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour Tonix Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour Tonix Shareholder hereby represents that it has satisfied fully satisfied the laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Pubco Shares or this Agreement, including (i) the legal requirements of the Top Favour Tonix Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Pubco Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Pubco Shares; and further, the Top Favour Tonix Shareholder agrees to continue to comply with such laws as long as it shall hold the Ableauctions Pubco Shares.

Non-U.S. Person Under Regulation S. The Top Favour SCSI Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws Laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Top Favour SCSI Shareholder was located outside the United States; (iii) no offer of the Ableauctions Odimo Shares was made to the Top Favour SCSI Shareholder within the United States; (iv) the Top Favour SCSI Shareholder is either (a) acquiring the Ableauctions Odimo Shares for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(b2.27(b); (v) all subsequent offers and sales of the Ableauctions Odimo Shares by the Top Favour SCSI Shareholder will be made outside the United States in compliance with Rule 903 or of Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Top Favour SCSI Shareholder understands the conditions of the exemption from registration afforded by section 4(14(l) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Top Favour SCSI Shareholder will not resell the Ableauctions Odimo Shares to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Top Favour SCSI Shareholder shall not and hereby agrees not to enter into any short sales with respect to the common stock of Ableauctions Odimo at any time after the execution of this Agreement by the Top Favour SCSI Shareholder and prior to the expiration of the Restricted Period; (viii) the Top Favour Shareholder understands that the Ableauctions Shares are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Top Favour Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Top Favour Shareholder agrees to notify Ableauctions of any events which would cause the representations and warranties of the Top Favour Shareholder to be untrue or breached at any time after the execution of this Agreement by such Top Favour Shareholder and prior to the expiration of the Restricted Period; (ix) in the event of resale of the Ableauctions Odimo Shares to nonNon-U.S. Persons outside of the U.S. during the Restricted Period, the Top Favour SCSI Shareholder shall provide a written confirmation or other written notice to any distributor, dealer, or person receiving a selling concession, fee, or other remuneration in respect of the Shares stating that such purchaser is subject to the same restrictions on offers and sales that apply to the undersigned, and shall require that any such purchase shall provide such written confirmation or other notice upon resale during the Restricted Period; (xix) the Top Favour SCSI Shareholder has not engaged, nor is it aware that any party has engaged, and it will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Ableauctions Odimo Shares; (xix) the Top Favour SCSI Shareholder is not a “distributor” as such term is defined in Regulation S, and it is not a “dealer” as such term is defined in the Securities Act; (xiixi) the Top Favour SCSI Shareholder has not taken any action that would cause any of the parties to this Agreement to be subject to any claim for commission or other or remuneration by any broker, finder, or other person; and (xiiixii) the Top Favour SCSI Shareholder hereby represents that it has satisfied fully satisfied observed of the laws Laws of the jurisdiction in which it is located or domiciled, in connection with the acquisition of the Ableauctions Odimo Shares or this Agreement, including (i) the legal requirements of the Top Favour SCSI Shareholder’s jurisdiction for the purchase and acquisition of the Ableauctions Odimo Shares, (ii) any foreign exchange restrictions applicable to such purchase and acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Ableauctions Odimo Shares; and further, the Top Favour SCSI Shareholder agrees to continue to comply with such laws Laws as long as it shall hold the Ableauctions Odimo Shares.