Common use of The Acquisition Clause in Contracts

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Top Favour Shareholders will each sell, convey, assign, transfer and deliver to Ableauctions certificates representing the Top Favour Equity Interest held by each Top Favour Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Top Favour, accompanied by a properly executed and authenticated stock power or instrument of like tenor. (b) As consideration for the acquisition of the Top Favour Equity Interests, Ableauctions will issue to each Top Favour Shareholder, in exchange for such Top Favour Shareholder’s portion of the Top Favour Equity Interests, the number of shares of Common Stock such that such Top Favour Shareholders holds a percentage of the outstanding Common Stock on a fully-diluted basis immediately after the Closing set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Ableauctions Shares”). The Ableauctions Shares to be issued shall equal approximately 97% of the outstanding shares of Ableauctions’ common stock at the time of Closing. For example, if there are at least 100.0 million shares of Ableauctions common stock authorized and 3.0 million shares of Ableauctions’ common stock outstanding immediately prior to the Closing, then there shall be 97.0 million shares of Ableauctions’ common stock issued to the Top Favour Shareholders at Closing.

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Top Favour Gold Industry Shareholders will each sell, convey, assign, transfer and deliver to Ableauctions Pubco certificates representing the Top Favour Gold Industry Equity Interest held by each Top Favour Gold Industry Shareholder as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Top FavourGold Industry, accompanied by a properly executed and authenticated stock power or instrument of like tenor. (b) As consideration for the acquisition of the Top Favour Gold Industry Equity Interests, Ableauctions Pubco will issue to each Top Favour ShareholderGold Industry Shareholder and/or its designee(s), in exchange for such Top Favour ShareholderGold Industry’s portion of the Top Favour Gold Industry Equity Interests, the number of shares of Pubco Common Stock such that such Top Favour Shareholders holds a percentage of the outstanding Common Stock on a fully-diluted basis immediately after the Closing set forth opposite such party’s name in Column III on Annex I attached hereto (collectively, the “Ableauctions Pubco Shares”). The Ableauctions Pubco Shares to be issued shall equal approximately 9780.00% of the outstanding shares of Ableauctions’ common stock Pubco Common Stock at the time of Closing. For example, if there are at least 100.0 million 10,000,000 shares of Ableauctions common stock authorized and 3.0 million shares of Ableauctions’ common stock Pubco Common Stock outstanding immediately prior to the Closing, then there shall be 97.0 million 8,000,000 shares of Ableauctions’ common stock Pubco Common Stock issued to the Top Favour Gold Industry Shareholders at Closing.

The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following: (a) The Top Favour Shareholders Premier Power Owners will each sell, convey, assign, transfer and deliver to Ableauctions Pubco five (5) certificates representing the Top Favour Premier Power Equity Interest Interests held by each Top Favour Shareholder Premier Power Owner as set forth in Column II of Annex I hereto, which in the aggregate shall constitute 100% of the issued and outstanding equity interests of Top FavourPremier Power, each accompanied by a properly executed and authenticated stock power or instrument of like tenor. (b) As consideration for the acquisition of the Top Favour Premier Power Equity Interests, Ableauctions Pubco will issue to each Top Favour ShareholderPremier Power Owner, in exchange for such Top Favour ShareholderPremier Power Owner’s portion of the Top Favour Premier Power Equity Interests, the number of shares of Common Stock such that such Top Favour Shareholders holds a percentage of the outstanding Common Stock on a fully-diluted basis immediately after the Closing common stock set forth opposite such party’s name in Column III IV on Annex I attached hereto (collectively, the “Ableauctions Pubco Shares”). The Ableauctions Pubco Shares to be issued shall equal approximately 9793.08% of the outstanding shares of Ableauctions’ Pubco’s common stock at the time of Closing. For example, if there are at least 100.0 million 1,800,000 shares of Ableauctions common stock authorized and 3.0 million shares of Ableauctions’ Pubco’s common stock outstanding immediately prior to the Closing, then there shall be 97.0 million 24,218,750 shares of Ableauctions’ Pubco’s common stock issued to the Top Favour Shareholders Premier Power Owners at Closing. (c) The Pubco Stockholder shall surrender in the aggregate 25,448,000 shares of Pubco’s common stock held by them, which shall be cancelled pursuant to Section 7.6 hereof.