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Bill of Sale
<br /> This liill of Sale is made, executed and effective as of March 10, 2012 by
<br /> Caporicci & Larson, I�c., a California corporation("C&L"),Marcum, LLP, a New York limited
<br /> liability partnership (collectively with C&L, "Seller") to Badawi & ��ssociates, a California
<br /> corporation("I3uyer"), Unless otherwise defined herein, all capitalized terms used in this Bill of
<br /> Sale.are defined in the Asset Purchase Agreement between Seller and Buyer dated as of March
<br /> lp, 2012 (the "Agreement"). This Bill of Sale is being executed and delivered pursuant to, and
<br /> in accordanco with, Section 3.3(b)ofthe Agreement.
<br /> Seller hereby conveys, grants,ba�gains,sells,transfexs, sets over,assigns,delivers
<br /> and coiifirms unto Buyer, its successors and assigns farever, all right, title and interest of Seller
<br /> in and ta the Assets as set forth in, and subject to the terms af, the Agreernent; to have and to
<br /> hold all of the t�l.ssets,unto Buyei,its successors and assigns,to it and its own use.
<br /> Seller further covenants and agrees that it will do, execute and deliver, or will
<br /> cause to be done, executed and delivered, all such furtlier acts, transfers, assignnlez�ts and
<br /> conveyailces, confirmations,powers of attorney, assuranccs and consents,for the bettier assuring,
<br /> caiiveying and confirming unto Buyer of all the right, title and interest of Seller i�i and to the
<br /> Assets,as Buyer shall reasonably require.
<br /> Except as set forth in the Agreement, this Bill of Sale is made without any
<br /> covenant, warranty or representation by, or �ecourse against, Seller. Not�vithstanding anything
<br /> contained herein, in the event of a conflict between the terms and conditions of this Bill of Sale
<br /> and the tcrms and conditions of the Agreement,the terms and conditions of the Agzeement shall
<br /> govern, supersede and prevail. This Bi11 of Sale will be governed by and construed in
<br /> accordance with the Laws of the State of California withoirt regard to its pri�ciples of conflicts of
<br /> laws.
<br /> IN WITNESS WH�REOr,Seller has executed this Bill of Sale.
<br /> CAPORICCI&LARSON, INC. MAR�UM LLP
<br /> gy BY
<br /> slie Adler Le 1 e Adler
<br /> General Caunsel General Counsel
<br /> II,
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