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Bill of Sale
<br /> This Bill of Sale is made, executed and effective as of March 10,
<br /> 2012 by
<br /> Caporicci&La:rson, Inc,, a California corporation("C&L"),Marcum, LLP, a New York limited
<br /> liability partnership (collectively with C&L, "Seller") to Badawi & �Associates, a California
<br /> corporation("Buyer"). Un less othvrwise 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 /> 10, 2012 (the "flgreemen�"). This Bill of Sale is being executed and delivered pursuant to, and
<br /> in accordance with, Sectian 3.3(b)of the Agreement.
<br /> Seller hereby canveys, grants,bargains,sells,transfers, sets over, assigns,delivers
<br /> and coilfirms unto Buyer, its successors and assigns farever, all right, title and interest of Seller
<br /> ir1 and ta the Assets as set forth in, and subject to the terms of, the Agreement; to have and to
<br /> hold all of the�1.ssets,unto Buyer, its successors and assigns,to it and its own use.
<br /> Seller further covenants and agrees that it will do, execute and deliver, oi will
<br /> cause to be done, executed and delivercd, all such furtlier acts, transfers, assignments and
<br /> canveyances, aonfirmations,powers of attorney, asstuanccs and consents;far,the better assuring,
<br /> conveying and confirming unto Buyer of all the right, title and interest of Seller in a�ld to the
<br /> Assets,as Buyex shftll reasonably xec�uire.
<br /> Except as set £orth in the Agreement, this Bill of Sale is made withaut any
<br /> covenant, warra:t�ty or representation by, or xecourse against, Seller, Notwithsta�iding anything
<br /> contained herein, in the event of a conflict between the terms and coiiditions of this Bill of Sale
<br /> and the terms and conditions of the Agreement,the texms and conditions of the Agreement sh�.11
<br /> govern, supersede and prevail. This Bill of Sale will be gaverned by and construed in
<br /> accordance with the Lavvs of the State of California without regard to its principles of conflicts of
<br /> laws.
<br /> ' IN WITN�SS WH�REOI',Seller has executed this Bill of Sale.
<br /> i
<br /> '' CAPORICCI&LARSON, INC. MARCUM LLP
<br /> F
<br /> �` By
<br /> B�' Le e Adler
<br /> ie Adler
<br /> General Counsel Genexal Counsel
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