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i WRITTEN CONSENT OF THE MANAGING PARTNER OF MARCUM LLP The undersigned, being the Managing Partner of Marcum LLP (the "Partnership"), does � hereby consent to and adopt the following resolutions as the duly adopted resolutions of the Partnership and to the taking of the actions authorized hereby: WHEREAS, the undersigned Managing Partner of the Partnership (the "Managing Partner") has previously reviewed the terms and provisions of that certain Asset Purchase Agreement including all schedules and exhibits thereto, a copy of which is attached to this Written Consent as Exhibit A (the "APA"), by and between the Partnership and Badawi & Associates, a California corporation ("Buyer"), pursuant to which, among other things, the Partnership shall on and as of the date set forth in the APA (the "Closing Date"), sell, transfer, assign, convey, and deliver to the Buyer the Assets (as such term is defined in the APA), all in accordance with the terms and conditions set forkh in the APA; and � WHEREAS, the Managing Partner believes that the execution and delivery by the ; Partnership of the APA and any other document(s) required to be executed and delivered by the ' Partnership in connection with any of the foregoing (collectively referred to hereafter as the ; "Transaction Documents" and individually, as a "Transaction Document"), and the ' consummation of the transactions contemplated by the Transaction Documents (collectively, the "Transactions"),are in the best interests of the Partnership; and � NOW,THEREFOR.E,BE IT: RESOLVED, that the forms, terms and provisions of the APA and each Transaction Document required to be executed and delivered by the Partnership in connection with and pursuant to the APA, and the consummation of the Transactions contemplated by the APA and the Transaction Documents, are collectively hereby approved, and the proper officers and partner(s) of the Partnership is(are) hereby authorized to execute and deliver the APA and each Transaction Document required to be executed and delivered by the Partnership, for and on behalf of the Partnership, with such changes therein and additions thereto as such partners shall approve, such approval to be evidenced conclusively by such partners' execution and delivery thereof; and FURTHER RESOLVED, that the proper o�cers and partner(s) of the Partnership, are authorized to take all such other action and to execute a11 such other documents and/or instruments as they, or any of them, deem necessary or appropriate in order to effect the foregoing resolutions and the transactions contemplated thereunder(any such determination to be conclusively, but not exclusively, evidenced by the taking of such action or the execution of any such document or instrument by any such person), and any acts of such pactners of the Partnership and or any person designated and authorized by such partners,which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such resolutions, are hereby severally authorized, ratified, confirmed, approved and adopted as acts in the name of the Partnership.