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' Seller: Buyer: ' Marcum LLP Badawi &Associates ', Attn: Hugh Tama Attn: Ahmed Badawi, CPA 101 Montgomery St. Suite 1900 180 Grand Avenue,Suite 955 San Francisco, CA 94104 Oakland, CA 94612 � Fax: (415) 391-2310 Fax: With a copv to: With a co��to: Leslie Adler,Esq. William Mandel, Esq.. Marcum LLP MBV Law LLP ' 10 Melville Park Road 855 Front Street i Melville,NY 11747 San Francisco, CA 94111 � Fax: (631) 414-4001 Fax: (415)433-6563 � , Any party may change its address for purposes of this Section by giving the other parties written ; notice of the new address in the manner set forth above. i I 5.8 Governin� Law and Venue. This Agreement shall be construed, ; interpreted, and enforced in accordance with, and governed by, the laws of the State of ' California, including California's statutes of limitation, without regard to California's conflicts of laws provisions. Buyer and Seller hereby irrevocably submit to the exclusive jurisdiction of , any federal, state ar other court sitting in San Francisco County, California, and neither Buyer nor Seller will claim that any such forum is an inconvenient forum. 5.9 Interuretation. In the event of any ambiguity in the interpretation of this Agreement, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the draftsman. 5.10 Severabilitv. In the event that any provision of this Agreement is deemed ' invalid, illegal, or unenforceable, all other provisions of the Agreement which are not affected by such invalidity, illegality or unenforceability, shall remain in full force and effect. Further, the parties hereby agree that if any such provision is deemed invalid, illegal or unenforceable, that provision shall be limited or eliminated in scope, power or effect to the minimum extent necessar so that this A reeinent shall otherwise remain in full force and effect and enforceable. Y g 5.11 Cumulative Rishts and Remedies. The rights and remedies in this Agreement shall be cumulative, and in addition to, any duties, obligations, rights and remedies otherwise provided by law. S.12 Authori . The undersigned individuals execute this Agreement on behalf of the respective parties, and represent that they are authorized to enter into and execute this Agreement on behalf of such parties. � 15