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ASSET PURCHASE AGREEMENT <br /> This Asset Purchase Agreement (the "Agreement") is dated as of March 10, 2012 <br /> and is between Marcum, LLP, a New York limited liability partnership ("Marcum"), Caporicci & <br /> Larson, Inc., a Califomia corporation ("C&L", and collectively with Marcum, "Seller") and <br /> Badawi & Associates, a California professional corporation("Buyer"). <br /> RECITALS: <br /> WHEREAS, Marcum, C&L and Buyer are all duly licensed accountancy firms; <br /> and <br /> WHEREAS, Marcum owns all the issued and outstanding stock of C&L; and <br /> WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to <br /> � Buyer, on the tertns and conditions set forth in this Agreement, a portion of C&L's book of <br /> business relating to its government practice area and the books, records, files and client <br /> information associated therewith; <br /> NOW, THEREFORE, in consideration of the mutual covenants, agreements, <br /> representations, and warranties contained in this Agreement, and for other good and valuable <br /> consideration the sufficiency of which is hereby acknowledged,the parties agree as follows: <br /> ARTICLE I <br /> Definitions <br /> Unless the context otherwise requires, the terms deftned in this Article I will have <br /> the meanings herein specified for all purposes of this Agreement, applicable to both the singular <br /> and the plural forms of any terms herein defined. Other capitalized terms shall have the <br /> meanings ascribed to them herein. <br /> l.l "Lien" means any mortgage, pledge, security interest, encumbrance, lien <br /> or charge of any kind including, without limitation, any conditional sale or other title retention <br /> agreement, any lease in the nature thereof and the filing of or an agreement to give any financing <br /> statement under the Uniform Commercial Code of any jurisdiction and including any lien or <br /> charge arising by statute or other law. <br /> 1.2 "Taxes" means all federal, state, local and foreign sales, use, property, <br /> payroll, value added, and other taxes imposed by any governmental authority with respect to the <br /> ownership, transfer or use of the Accounts. <br /> 1.3 "Effective Date"means March 10, 2012. <br /> 1.4 "Accounts"means those clients of C&L listed in Exhibit"A". <br /> 1 <br />