transfer and assignment of assets and assumption of liabilities this transfer and assignment of assets and assumption of liabilities ( “ assignment and assumption ” ) is being executed and delivered by the undersigned pursuant to and in accordance with the terms and provisions of that certain share exchange agreement dated july 17, 2009 by and among the assignor, abdul ladha, hanifa ladha, top favour limited and the shareholders of top favour limited, as amended ( the “ exchange agreement ” ). on this 5th day of february 2010 ( the “ closing date ” ) ableauctions. com, inc. ( “ assignor ” ) hereby absolutely transfers, assigns, sets - over and conveys, irrevocably and without recourse, to able holdings ( u. s ), inc. ( “ assignee ” ) as trustee of the able ( u. s. ) liquidating trust ( the “ trust ” ) created under that certain liquidating trust agreement dated february 5, 2010 ( the “ trust agreement ” ), any and all assets, both tangible and intangible, owned by the assignor ( the “ assets ” ) ( however excluding the capital stock of top favour limited ) immediately following the consummation of the acquisition of top favour limited ( the “ acquisition ” ) in accordance with the exchange agreement, including, without limitation, the following : ( i ) all of the issued and outstanding shares or other interests in and to the assignor ’ s subsidiaries, joint ventures, partnerships, limited partnerships, limited liability companies or other business entities including, without limitation, unlimited closeouts inc., icollector. com technologies, ltd., rapidfusion technologies inc., axion investment corporation, gruv holdings corporation, aac holdings ltd., itrustee. com international ltd., icollector international, ltd., ableauctions. com ( washington ), inc. township holdings ltd. and surrey central city ltd. ( ii ) cash on deposit or cash received prior to the acquisition and all accounts, including, without limitation, deposit accounts, investment accounts, all present and future rights of the assignor to payment for services rendered, all accounts receivable ( billed and unbilled ), notes receivable, contract rights, book debts, receipts in transit, credits, pre - paid expenses, deferred charges, advance payments, lease and other security deposits, rights to escrows, and pre