Common use of Purchase of Restricted Securities for Investment Clause in Contracts

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge that the Ableauctions Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Shareholder acknowledges and agrees that: (a) Each Top Favour Shareholder is acquiring the Ableauctions Shares for investment for such Top Favour Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Shares. (b) Each Top Favour Shareholder understands that the Ableauctions Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour BBC Shareholders each acknowledge that the Ableauctions Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour BBC Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour BBC Shareholder acknowledges and agrees that: (a) Each Top Favour BBC Shareholder is acquiring the Ableauctions Pubco Shares for investment investment, for such Top Favour BBC Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour BBC Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder BBC Shareholders further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Pubco Shares. (b) Each Top Favour BBC Shareholder understands that the Ableauctions Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour BBC Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge Each Priveco Stockholder acknowledges that the Ableauctions Exchange Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Exchange Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Exchange Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Shareholder Priveco Stockholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Shareholder Priveco Stockholder acknowledges and agrees that: (a) Each Top Favour Shareholder Priveco Stockholder is acquiring the Ableauctions Exchange Shares for investment for such Top Favour ShareholderPriveco Stockholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder Priveco Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder Priveco Stockholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Exchange Shares. (b) Each Top Favour Shareholder Priveco Stockholder understands that the Ableauctions Exchange Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour ShareholderPriveco Stockholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Renovation Shareholders each acknowledge that the Ableauctions Kerrisdale Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Kerrisdale Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Kerrisdale Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour the Renovation Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Renovation Shareholder acknowledges and agrees that: (a) Each Top Favour Renovation Shareholder is acquiring the Ableauctions Kerrisdale Shares for investment for such Top Favour Renovation Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Renovation Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Renovation Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Kerrisdale Shares. (b) Each Top Favour Renovation Shareholder understands that the Ableauctions Kerrisdale Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Kerrisdale’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Gold Industry Shareholders each acknowledge that the Ableauctions Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Gold Industry Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Gold Industry Shareholder acknowledges and agrees that: (a) Each Top Favour Gold Industry Shareholder is acquiring the Ableauctions Pubco Shares for investment investment, for such Top Favour Gold Industry Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Gold Industry Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Gold Industry Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Pubco Shares. (b) Each Top Favour Gold Industry Shareholder understands that the Ableauctions Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge Each Priveco Stockholder acknowledges that the Ableauctions Exchange Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Exchange Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Exchange Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Shareholder Priveco Stockholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Shareholder Priveco Stockholder acknowledges and agrees that: (a) Each Top Favour Shareholder Priveco Stockholder is acquiring the Ableauctions Exchange Shares for investment for such Top Favour ShareholderPriveco Stockholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder Priveco Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder Priveco Stockholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Exchange Shares. (b) Each Top Favour Shareholder Priveco Stockholder understands that the Ableauctions Exchange Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour ShareholderPriveco Stockholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge Xxx Xxx BVI Shareholder acknowledges that the Ableauctions Xxx Xxx Nevada Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Xxx Xxx Nevada Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Xxx Xxx Nevada Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Xxx Xxx BVI Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour the Xxx Xxx BVI Shareholder acknowledges and agrees that: (a) Each Top Favour the Xxx Xxx BVI Shareholder is acquiring the Ableauctions Xxx Xxx Nevada Shares for investment investment, for such Top Favour the Xxx Xxx BVI Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour the Xxx Xxx BVI Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour The Xxx Xxx BVI Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Xxx Xxx Nevada Shares. (b) Each Top Favour The Xxx Xxx BVI Shareholder understands that the Ableauctions Xxx Xxx Nevada Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Xxx Xxx Nevada’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Dynamic Ally Shareholders each acknowledge that the Ableauctions Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Dynamic Ally Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Dynamic Ally Shareholder acknowledges and agrees that: (a) Each Top Favour Dynamic Ally Shareholder is acquiring the Ableauctions Pubco Shares for investment investment, for such Top Favour Dynamic Ally Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Dynamic Ally Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Dynamic Ally Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Pubco Shares. (b) Each Top Favour Dynamic Ally Shareholder understands that the Ableauctions Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders Spotlight Innovation Members each acknowledge that the Ableauctions American Exploration Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions American Exploration Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions American Exploration Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Shareholder Spotlight Innovation Member is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Shareholder Spotlight Innovation Member acknowledges and agrees that: (a) Each Top Favour Shareholder Spotlight Innovation Member is acquiring the Ableauctions American Exploration Shares for investment investment, for such Top Favour ShareholderSpotlight Innovation Member’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder Spotlight Innovation Member has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder Spotlight Innovation Member further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions American Exploration Shares. (b) Each Top Favour Shareholder Spotlight Innovation Member understands that the Ableauctions American Exploration Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that AbleauctionsAmerican Exploration’ reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Pxxx Xxxxx Shareholders each acknowledge that the Ableauctions Sino Charter Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Sino Charter Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Sino Charter Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Pxxx Xxxxx Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Pxxx Xxxxx Shareholder acknowledges and agrees that: (a) Each Top Favour Pxxx Xxxxx Shareholder is acquiring the Ableauctions Sino Charter Shares for investment investment, for such Top Favour Pxxx Xxxxx Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Pxxx Xxxxx Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Pxxx Xxxxx Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Sino Charter Shares. (b) Each Top Favour Pxxx Xxxxx Shareholder understands that the Ableauctions Sino Charter Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Sino Charter’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge Each BVI Shareholder acknowledges that the Ableauctions Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour BVI Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour BVI Shareholder acknowledges and agrees that: (a) Each Top Favour BVI Shareholder is acquiring the Ableauctions Pubco Shares for investment for such Top Favour BVI Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour BVI Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour BVI Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Pubco Shares. (b) Each Top Favour BVI Shareholder understands that the Ableauctions Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour BVI Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders AEC New York Shareholder each acknowledge that the Ableauctions AEC Nevada Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions AEC Nevada Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions AEC Nevada Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour AEC New York Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour AEC New York Shareholder acknowledges and agrees that: (a) Each Top Favour AEC New York Shareholder is acquiring the Ableauctions AEC Nevada Shares for investment investment, for such Top Favour AEC New York Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour AEC New York Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour AEC New York Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions AEC Nevada Shares. (b) Each Top Favour AEC New York Shareholder understands that the Ableauctions AEC Nevada Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ AEC Nevada’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge SCSI Shareholder acknowledges that the Ableauctions Odimo Shares will not be registered pursuant to the Securities Act or any applicable state securities lawsLaws, that the Ableauctions Odimo Shares will be characterized as “restricted securities” under federal securities lawsLaws, and that under such laws Laws and applicable regulations the Ableauctions Odimo Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour the SCSI Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour the SCSI Shareholder acknowledges and agrees that: (a) Each Top Favour The SCSI Shareholder is acquiring the Ableauctions Odimo Shares for investment investment, for such Top Favour Shareholder’s its own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder it has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour The SCSI Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Odimo Shares. (b) Each Top Favour The SCSI Shareholder understands that the Ableauctions Odimo Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Odimo’s reliance on such exemption is predicated on the each Top Favour SCSI Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders each acknowledge Enerkon Florida Shareholder acknowledges that the Ableauctions Enerkon Nevada Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Enerkon Nevada Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Enerkon Nevada Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Enerkon Florida Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour the Enerkon Florida Shareholder acknowledges and agrees that: (a) Each Top Favour the Enerkon Florida Shareholder is acquiring the Ableauctions Enerkon Nevada Shares for investment investment, for such Top Favour the Enerkon Florida Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour the Enerkon Florida Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour The Enerkon Florida Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Enerkon Nevada Shares. (b) Each Top Favour The Enerkon Shareholder understands that the Ableauctions Enerkon Nevada Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Enerkon Nevada’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Tonix Shareholders each acknowledge that the Ableauctions Pubco Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Pubco Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Pubco Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Tonix Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Tonix Shareholder acknowledges and agrees that: (a) Each Top Favour Tonix Shareholder is acquiring the Ableauctions Pubco Shares for investment investment, for such Top Favour Tonix Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Tonix Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Tonix Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Pubco Shares. (b) Each Top Favour Tonix Shareholder understands that the Ableauctions Pubco Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Pubco’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Jintai HK Shareholders each acknowledge that the Ableauctions Jintai Delaware Shares will not be registered pursuant to the Securities Act or any applicable state securities laws, that the Ableauctions Jintai Delaware Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions Jintai Delaware Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Jintai HK Shareholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Jintai HK Shareholder acknowledges and agrees that: (a) Each Top Favour Jintai HK Shareholder is acquiring the Ableauctions Jintai Delaware Shares for investment investment, for such Top Favour Jintai HK Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Jintai HK Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Jintai HK Shareholder further represents that he, she or it does not have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions Jintai Delaware Shares. (b) Each Top Favour Jintai HK Shareholder understands that the Ableauctions Jintai Delaware Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Ableauctions’ Jintai Delaware’s reliance on such exemption is predicated on the each Top Favour Shareholder’s representations set forth herein.

Purchase of Restricted Securities for Investment. The Top Favour Shareholders Warrantholders each acknowledge that the Ableauctions T3 Motion Shares will not be registered pursuant to the Securities Act of 1933, as amended (“Securities Act”) or any applicable state securities laws, that the Ableauctions T3 Motion Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Ableauctions T3 Motion Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, each Top Favour Shareholder Warrantholder is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Further, each Top Favour Shareholder Warrantholder acknowledges and agrees that: (a) Each Top Favour Shareholder Warrantholder is acquiring the Ableauctions T3 Motion Shares for investment for such Top Favour ShareholderWarrantholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and each Top Favour Shareholder Warrantholder has no present intention of selling, granting any participation in, or otherwise distributing the same. Each Top Favour Shareholder Warrantholder further represents that he, she or it does not have any Contractcontract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Ableauctions T3 Motion Shares. (b) Each Top Favour Shareholder Warrantholder understands that the Ableauctions T3 Motion Shares are not registered under the Securities Act on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that AbleauctionsT3 Motion’ reliance on such exemption is predicated on the each Top Favour ShareholderWarrantholder’s representations as set forth herein.