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<br /> Bill of Sale
<br /> This Bill of Sale is made, executed and effective as of March 10, 2012 by
<br /> Caporicci &Larson, Inc., a Califomia 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"). 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 /> 10, 2012 (the "Agreement"). This Bill of Sale is being executed and delivered pursuant to, and
<br /> in accordance with, Section 3.3(b)of the Agreement.
<br /> Seller hereby conveys, grants,bargains, sells,transfers, sets over,assigns,delivers
<br /> and confirms unto Buyer, its successors and assigns forever, all right, title and interest of Seller
<br /> in and to the Assets as set forth in, and subject to the terms of, the Agreement; to have and to
<br /> hold all of the Assets, 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, or will
<br /> cause to be done, executed and delivered, all such further acts, transfers, assignnients and
<br /> conveyances, confirmations,powers of attorney, assurances and consents, for the better assuring,
<br /> coirveying and confirming unto Buyer of all the right, title aiid interest of Seller in 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, warra�ity or representation by, or recourse against, Seller. Notwithstanding anything
<br /> contained herein, in the event of a conflict between the terms and conditions of this Bill of Sale
<br /> and the terms and conditions of the Agreement, the terms and conditions of the Agreement sliall
<br /> govern, supersede and prevail. This Bill of Sale will be governed by and construed in
<br /> accordance with the Laws of the State of California without regaxd to its principles of conflicts of
<br /> laws.
<br /> IN WITNESS WHEREOT,Seller has executed this Bill of Sa1e.
<br /> CAP�RICCI&LARSON, INC. MARCUM LLP
<br /> BY BY
<br /> slie Adler Le e Adler
<br /> General Counsel General Counsel
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