shl Doc 503 Filed 10/11/18 Entered 10/11/18 15:20:41 Main Document Pg 1 of 24

Transcription

1 Pg 1 of 24 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: FIRESTAR DIAMOND, INC., et al. Debtors. 1 Chapter 11 No (SHL) (Jointly Administered) ORDER AUTHORIZING ASSIGNMENT OF INTELLECTUAL PROPERTY AND SALE OF RELATED INVENTORY (IP LOTS 8 and 10) FREE AND CLEAR OF INTERESTS TO KGS JEWELS INC. The Trustee Richard Levin, in accordance with the Bankruptcy Court s Order Establishing Sale Procedures For Trustee To Sell Assets Free And Clear Of All Liens And Other Interests entered August 24, 2018 [Dkt. 389] and Notice of Firestar Public Sale 1, Public Sale 2, and Public Sale 3 [Dkt. 411], requests an order authorizing him to sell, assign, grant, convey and transfer the interest of Firestar Diamond, Inc. and A. Jaffe, Inc. (the Debtors ) in intellectual property and related inventory (the Transferred Property ) described in the Intellectual Property Assignment Agreements and Bills of Sale attached as Exhibits 1 and 2 to this Order free and clear of all liens, claims, interests, and encumbrances under section 363 of the Bankruptcy Code; and the Court finding that: (i) the purchaser KGS Jewels Inc. (the Purchaser ) is a purchaser in good faith within the meaning of 11 U.S.C. 363(m); (ii) the Trustee has given appropriate notice of the Motion and the sale under the circumstances and no other or further notice is necessary; and (iii) in light of the absence of any objections or other responses to the Motion and the notice given by the Trustee, any party with a lien, claim, encumbrance, or other interest in or against the 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Firestar Diamond, Inc. (2729), Fantasy, Inc. (1673), and Old AJ, Inc. f/k/a A. Jaffe, Inc. (4756).

2 Pg 2 of 24 Transferred Property has consented to the sale free and clear within the meaning of 11 U.S.C. 363(f)(2), IT IS ORDERED THAT: 1. The Trustee is authorized under 11 U.S.C. 363(b) and (f) and Fed. R. Bankr. P to sell the Debtors interest in the Transferred Property to the Purchaser under the Intellectual Property Assignment Agreements and Bills of Sale attached as Exhibits 1, 2, and 3 to this Order, which agreements are approved in their entirety. 2. The sale of the Transferred Property to the Purchaser shall be free and clear of all liens, claims, encumbrances, constructive trust, or other interests, with any such interests to attach to the proceeds of the sale. 3. Based on the representations made by the Trustee to the Court, the Purchaser is deemed to have acted in good faith, as that term is used in section 363(m) of the Bankruptcy Code, with respect to entry into the Intellectual Property Assignment Agreements and Bills of Sale and consummation of the transactions thereby, and no reversal or modification of this Order on appeal will affect the validity of the Intellectual Property Assignment Agreements or Bills of Sale or the transactions contemplated thereby. 4. The Intellectual Property Assignment Agreements and Bills of Sale and the transactions contemplated thereby may not be avoided under section 363(n) of the Bankruptcy Code. 5. Under Fed. R. Bankr. P. 6004(h), this Order shall not be stayed for fourteen days after entry, but shall be effective and enforceable immediately. 2

3 Pg 3 of This Court shall retain exclusive jurisdiction to enforce the provisions of this Order. To the extent any provisions of this Order shall be inconsistent with the Motion, the terms of this Order shall control. Dated: October 11, 2018 /s/ Sean H. Lane The Honorable Sean H. Lane United States Bankruptcy Judge 3

4 Pg 4 of 24 Exhibit 1 (Lot 8 Intellectual Property Assignment Agreement and Bill of Sale)

5 Pg 5 of 24 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT is executed and delivered as of September 26, 2018, by RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE ( Seller ) OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. ( Debtors ) and KGS Jewels Inc. ( Buyer ) (each a Party ). Seller and Buyer agree: Assignment and Assumption. Effective as of the date hereof, for the consideration set forth below of this Intellectual Property Assignment Agreement ( Agreement ), Seller sells, assigns, grants, conveys and transfers to Buyer all of Seller s right, title and interest in, to, and under the intellectual property listed on the attached Schedule (the Transferred Intellectual Property ), in each case free and clear of all liens, claims, encumbrances, and other interests. Further Assurances. Whenever and as often as reasonably requested to do so by Buyer, Seller agrees to acknowledge, execute, and deliver such other instruments of transfer and take such other action as may be required more effectively to transfer to, and vest in, Buyer all of Seller s right, title, and interest in, to, and under the Transferred Intellectual Property. Purchase Price. The transaction contemplated hereby (the Transaction ) includes the purchase of inventory listed in the attached Bill of Sale of the same date as this Assignment. The aggregate purchase price for the inventory and for the Transferred Intellectual Property is the Purchase Price listed in the Bill of Sale. AS IS Transaction. Buyer acknowledges and agrees that Seller makes no representations or warranties whatsoever, statutory, express, or implied, with respect to any matter relating to Debtors diamond and jewelry businesses (the Business ) or with respect to the Transferred Intellectual Property, including income to be derived or expenses to be incurred in connection with the Business or the Transferred Intellectual Property, the value or transferability of the Transferred Intellectual Property (or any portion thereof), or the merchantability or fitness for any particular purpose as to any portion of the Transferred Intellectual Property. Buyer acknowledges that Buyer has had an opportunity to conduct an independent inspection and investigation of the Transferred Intellectual Property. Accordingly, Buyer accepts the Transferred Intellectual Property at the closing date AS IS, WHERE IS, and WITH ALL FAULTS, subject to the provisions of this Intellectual Property Assignment Agreement providing that the sale of the Transferred Intellectual Property is free and clear of all liens, claims, encumbrances, and other interests. Recordation and Further Actions. Seller hereby authorizes the Commissioner for Patents and the Commissioner for Trademarks in the United States Patent and Trademark Office, any Internet domain name registrar, and the officials of corresponding entities or agencies in any applicable jurisdictions, as applicable, to record this Agreement. Following the date hereof, Seller shall take such steps and actions, and provide such cooperation and assistance to Buyer and its successors, assigns and legal representatives, as may be necessary to effect, evidence or perfect the assignment of the Seller Intellectual Property to Buyer.

6 Pg 6 of 24 Binding Effect. This Intellectual Property Assignment Agreement shall be binding upon, and inure to the benefit of, Seller s and Buyer s respective successors and assigns. Counterparts. This Intellectual Property Assignment Agreement may be executed in several counterparts (including by fax or PDF via ), each of which when so executed will be deemed to be an original and all of which will together constitute one and the same agreement. Governing Law; Venue. This Intellectual Property Assignment Agreement is and shall be deemed to be a contract entered into and made under the laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York, without reference to its conflict of laws principles. Any action, claim, suit, or proceeding arising out of, based upon or relating to this Intellectual Property Assignment Agreement or the Transaction (an Action ) shall be brought solely in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). Each Party agrees that it will not bring any Action in any other court; but if the Bankruptcy Court does not have jurisdiction, any Action shall be heard and determined solely in the appropriate courts located in the County of New York. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION. Seller s Capacity as Trustee of the Debtors; Limitation on Liability. Buyer acknowledges that Seller is the Chapter 11 trustee of the Debtors estates and that Seller enters into this Intellectual Property Assignment Agreement solely in his capacity as Chapter 11 trustee of the Debtors estates and not in his personal capacity, and no liability or obligations accrue to him personally as a result of this Intellectual Property Assignment Agreement. Buyer acknowledges and understands that (i) case no SHL was filed as a voluntary case and that the Seller has very limited information regarding the Debtors and their assets, and (ii) any claim that it may assert under this Intellectual Property Assignment Agreement or under the Transaction will be made solely against the Debtors bankruptcy estates. RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. KGS Jewels Inc. By: Name: Title: Pranav Shah President 2

7 Pg 7 of 24 Schedule of Transferred Intellectual Property See attached. 3

8 Pg 8 of 24 Control # Docket Number Country Owner Currently Used By 1 FIRES.DP020 United States Firestar Diamond, Inc. Firestar Active Patents 112 Facet Diamond Status Application Number Application Date Patent Number Grant Date Case Type Title Customer Design Name Granted 29/555,410 2/22/2016 D785,495 5/2/2017 Design JEWELRY DESIGN Sam's Club 112 Facets

9 Pg 9 of 24 Active Trademarks Perfect Cut Control # Mark Country Owner Currently Used By Status App. No. App. Date Reg. No. Reg. Date Customer Docket No. 1 A PERFECT CUT United States A. Jaffe, Inc. Firestar Registered /19/ /29/2002 Sam's Club 17630

10 Pg 10 of 24 BILL OF SALE THIS BILL OF SALE is executed and delivered as of September 26, 2018, by RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE ( Seller ) OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. ( Debtors ) and KGS Jewels Inc., ( Buyer ) (each a Party ). Seller and Buyer agree: Transfer of Transferred Assets. Effective as of the date hereof, for the consideration set forth below of this Bill of Sale, Seller sells, assigns, transfers, and delivers to Buyer all of Seller s right, title and interest in, to, and under the inventory listed on the attached Schedule (the Transferred Assets ), in each case free and clear of all liens, claims, encumbrances, and other interests.. Title to Assets. Whenever and as often as reasonably requested to do so by Buyer, Seller agrees to acknowledge, execute, and deliver such other instruments of transfer and take such other action as may be required more effectively to transfer to, and vest in, Buyer all of Seller s right, title, and interest in, to, and under the Transferred Assets. Purchase Price. In consideration of the transaction contemplated hereby (the Transaction ), Buyer shall, subject to the terms and conditions of this Bill of Sale, pay Seller an aggregate amount of $25,000 (the Purchase Price ). AS IS Transaction. Buyer acknowledges and agrees that Seller makes no representations or warranties whatsoever, statutory, express, or implied, with respect to any matter relating to Debtors diamond and jewelry businesses (the Business ) or with respect to the Transferred Assets, including income to be derived or expenses to be incurred in connection with the Business or the Transferred Assets, the physical condition of any personal property comprising any part of the Transferred Assets, the value or transferability of the Transferred Assets (or any portion thereof), or the merchantability or fitness for any particular purpose as to any portion of the Transferred Assets. Buyer acknowledges that Buyer has had an opportunity to conduct an independent inspection and investigation of the physical condition of the Transferred Assets. Accordingly, Buyer accepts the Transferred Assets at the closing date AS IS, WHERE IS, and WITH ALL FAULTS, subject to the provisions of this Bill of Sale providing that the sale of the Transferred Assets is free and clear of all liens, claims, encumbrances, and other interests. Binding Effect. This Bill of Sale shall be binding upon, and inure to the benefit of, Seller s and Buyer s respective successors and assigns. Counterparts. This Bill of Sale may be executed in several counterparts (including by fax or PDF via ), each of which when so executed will be deemed to be an original and all of which will together constitute one and the same agreement. Governing Law; Venue. This Bill of Sale is and shall be deemed to be a contract entered into and made under the laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York, without reference to its conflict of laws principles. Any action, claim, suit, or proceeding arising out of, 4

11 Pg 11 of 24 based upon or relating to this Bill of Sale or the Transaction (an Action ) shall be brought solely in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). Each Party agrees that it will not bring any Action in any other court; but if the Bankruptcy Court does not have jurisdiction, any Action shall be heard and determined solely in the appropriate courts located in the County of New York. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION. Seller s Capacity as Trustee of the Debtors; Limitation on Liability. Buyer acknowledges that Seller is the Chapter 11 trustee of the Debtors estates and that Seller enters into this Bill of Sale solely in his capacity as Chapter 11 trustee of the Debtors estates and not in his personal capacity, and no liability or obligations accrue to him personally as a result of this Bill of Sale. Buyer acknowledges and understands that (i) case no SHL was filed as a voluntary case and that the Seller has very limited information regarding the Debtors and their assets, and the sale of the Transferred Assets is as is where is as set forth in Section 4 of this Bill of Sale and (ii) any claim that it may assert under this Bill of Sale or under the Transaction will be made solely against the Debtors bankruptcy estates. RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. KGS Jewels Inc. By: Name: Title: Pranav Shah President 5

12 Pg 12 of 24 Schedule of Transferred Assets See attached. 6

13 Pg 13 of 24 FIRESTAR SALE 1 LOT IP-8_Corrected SALE 1: INTELLECTUAL PROPERY ASSOCIATED INVENTORY SEPTEMBER 26, 10:00 AM Lot Product Category Item No Description Metal Gram Diamond Center Side Stone Side Center Stone Descrip Wt CTTW CTW Descrip CTW Qty Book Price Total Book Price IP-8 Bridal BE52134Z-FWR112FN3R3Eng. Ring 7/8 TW R112FN3/RN3 14W Round 112 Facet HI I RD White Natt $1, $1, IP-8 Diamonds DR_R112FN DIA RD MM R112FN Round 112 Facet HI I $1, $2, Total $4, Page 1 of 1 info@firestarauction.com

14 Pg 14 of 24 Exhibit 2 (Lot 10 Intellectual Property Assignment Agreement and Bill of Sale)

15 Pg 15 of 24 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT is executed and delivered as of September 26, 2018, by RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE ( Seller ) OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. ( Debtors ) and KGS Jewels Inc. ( Buyer ) (each a Party ). Seller and Buyer agree: Assignment and Assumption. Effective as of the date hereof, for the consideration set forth below of this Intellectual Property Assignment Agreement ( Agreement ), Seller sells, assigns, grants, conveys and transfers to Buyer all of Seller s right, title and interest in, to, and under the intellectual property listed on the attached Schedule (the Transferred Intellectual Property ), in each case free and clear of all liens, claims, encumbrances, and other interests. Further Assurances. Whenever and as often as reasonably requested to do so by Buyer, Seller agrees to acknowledge, execute, and deliver such other instruments of transfer and take such other action as may be required more effectively to transfer to, and vest in, Buyer all of Seller s right, title, and interest in, to, and under the Transferred Intellectual Property. Purchase Price. The transaction contemplated hereby (the Transaction ) includes the purchase of inventory listed in the attached Bill of Sale of the same date as this Assignment. The aggregate purchase price for the inventory and for the Transferred Intellectual Property is the Purchase Price listed in the Bill of Sale. AS IS Transaction. Buyer acknowledges and agrees that Seller makes no representations or warranties whatsoever, statutory, express, or implied, with respect to any matter relating to Debtors diamond and jewelry businesses (the Business ) or with respect to the Transferred Intellectual Property, including income to be derived or expenses to be incurred in connection with the Business or the Transferred Intellectual Property, the value or transferability of the Transferred Intellectual Property (or any portion thereof), or the merchantability or fitness for any particular purpose as to any portion of the Transferred Intellectual Property. Buyer acknowledges that Buyer has had an opportunity to conduct an independent inspection and investigation of the Transferred Intellectual Property. Accordingly, Buyer accepts the Transferred Intellectual Property at the closing date AS IS, WHERE IS, and WITH ALL FAULTS, subject to the provisions of this Intellectual Property Assignment Agreement providing that the sale of the Transferred Intellectual Property is free and clear of all liens, claims, encumbrances, and other interests. Recordation and Further Actions. Seller hereby authorizes the Commissioner for Patents and the Commissioner for Trademarks in the United States Patent and Trademark Office, any Internet domain name registrar, and the officials of corresponding entities or agencies in any applicable jurisdictions, as applicable, to record this Agreement. Following the date hereof, Seller shall take such steps and actions, and provide such cooperation and assistance to Buyer and its successors, assigns and legal representatives, as may be necessary to effect, evidence or perfect the assignment of the Seller Intellectual Property to Buyer.

16 Pg 16 of 24 Binding Effect. This Intellectual Property Assignment Agreement shall be binding upon, and inure to the benefit of, Seller s and Buyer s respective successors and assigns. Counterparts. This Intellectual Property Assignment Agreement may be executed in several counterparts (including by fax or PDF via ), each of which when so executed will be deemed to be an original and all of which will together constitute one and the same agreement. Governing Law; Venue. This Intellectual Property Assignment Agreement is and shall be deemed to be a contract entered into and made under the laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York, without reference to its conflict of laws principles. Any action, claim, suit, or proceeding arising out of, based upon or relating to this Intellectual Property Assignment Agreement or the Transaction (an Action ) shall be brought solely in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). Each Party agrees that it will not bring any Action in any other court; but if the Bankruptcy Court does not have jurisdiction, any Action shall be heard and determined solely in the appropriate courts located in the County of New York. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION. Seller s Capacity as Trustee of the Debtors; Limitation on Liability. Buyer acknowledges that Seller is the Chapter 11 trustee of the Debtors estates and that Seller enters into this Intellectual Property Assignment Agreement solely in his capacity as Chapter 11 trustee of the Debtors estates and not in his personal capacity, and no liability or obligations accrue to him personally as a result of this Intellectual Property Assignment Agreement. Buyer acknowledges and understands that (i) case no SHL was filed as a voluntary case and that the Seller has very limited information regarding the Debtors and their assets, and (ii) any claim that it may assert under this Intellectual Property Assignment Agreement or under the Transaction will be made solely against the Debtors bankruptcy estates. RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. KGS Jewels Inc. By: Name: Title: Pranav Shah President 2

17 Pg 17 of 24 Schedule of Transferred Intellectual Property See attached. 3

18 Pg 18 of 24 Control # Docket Number Country Owner Currently Used By 1 FIRES.DP016 United States Firestar Diamond, Inc. Firestar Active Patents Patriot Star Status Application Number Application Date Patent Number Grant Date Case Type Title Design Name Note Granted 29/538,896 9/9/2015 D765,539 9/6/2016 Design JEWELRY 106 Facets AAFES DESIGN Patriot Star

19 Pg 19 of 24 Active Trademarks Patriot Star Control # Mark Country Owner Currently Used By Status App. No. App. Date Reg. No. Reg. Date Docket No. Notes AAFES Special 1 PATRIOT STAR United States A. Jaffe, Inc. Firestar Registered /26/ /18/ Diamond

20 Pg 20 of 24 BILL OF SALE THIS BILL OF SALE is executed and delivered as of September 26, 2018, by RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE ( Seller ) OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. ( Debtors ) and KGS Jewels Inc., ( Buyer ) (each a Party ). Seller and Buyer agree: Transfer of Transferred Assets. Effective as of the date hereof, for the consideration set forth below of this Bill of Sale, Seller sells, assigns, transfers, and delivers to Buyer all of Seller s right, title and interest in, to, and under the inventory listed on the attached Schedule (the Transferred Assets ), in each case free and clear of all liens, claims, encumbrances, and other interests.. Title to Assets. Whenever and as often as reasonably requested to do so by Buyer, Seller agrees to acknowledge, execute, and deliver such other instruments of transfer and take such other action as may be required more effectively to transfer to, and vest in, Buyer all of Seller s right, title, and interest in, to, and under the Transferred Assets. Purchase Price. In consideration of the transaction contemplated hereby (the Transaction ), Buyer shall, subject to the terms and conditions of this Bill of Sale, pay Seller an aggregate amount of $280,000 (the Purchase Price ). AS IS Transaction. Buyer acknowledges and agrees that Seller makes no representations or warranties whatsoever, statutory, express, or implied, with respect to any matter relating to Debtors diamond and jewelry businesses (the Business ) or with respect to the Transferred Assets, including income to be derived or expenses to be incurred in connection with the Business or the Transferred Assets, the physical condition of any personal property comprising any part of the Transferred Assets, the value or transferability of the Transferred Assets (or any portion thereof), or the merchantability or fitness for any particular purpose as to any portion of the Transferred Assets. Buyer acknowledges that Buyer has had an opportunity to conduct an independent inspection and investigation of the physical condition of the Transferred Assets. Accordingly, Buyer accepts the Transferred Assets at the closing date AS IS, WHERE IS, and WITH ALL FAULTS, subject to the provisions of this Bill of Sale providing that the sale of the Transferred Assets is free and clear of all liens, claims, encumbrances, and other interests. Binding Effect. This Bill of Sale shall be binding upon, and inure to the benefit of, Seller s and Buyer s respective successors and assigns. Counterparts. This Bill of Sale may be executed in several counterparts (including by fax or PDF via ), each of which when so executed will be deemed to be an original and all of which will together constitute one and the same agreement. Governing Law; Venue. This Bill of Sale is and shall be deemed to be a contract entered into and made under the laws of the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York, without reference to its conflict of laws principles. Any action, claim, suit, or proceeding arising out of, 4

21 Pg 21 of 24 based upon or relating to this Bill of Sale or the Transaction (an Action ) shall be brought solely in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). Each Party agrees that it will not bring any Action in any other court; but if the Bankruptcy Court does not have jurisdiction, any Action shall be heard and determined solely in the appropriate courts located in the County of New York. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION. Seller s Capacity as Trustee of the Debtors; Limitation on Liability. Buyer acknowledges that Seller is the Chapter 11 trustee of the Debtors estates and that Seller enters into this Bill of Sale solely in his capacity as Chapter 11 trustee of the Debtors estates and not in his personal capacity, and no liability or obligations accrue to him personally as a result of this Bill of Sale. Buyer acknowledges and understands that (i) case no SHL was filed as a voluntary case and that the Seller has very limited information regarding the Debtors and their assets, and the sale of the Transferred Assets is as is where is as set forth in Section 4 of this Bill of Sale and (ii) any claim that it may assert under this Bill of Sale or under the Transaction will be made solely against the Debtors bankruptcy estates. RICHARD LEVIN, NOT INDIVIDUALLY BUT SOLELY IN HIS CAPACITY AS CHAPTER 11 TRUSTEE OF FIRESTAR DIAMOND, INC. and A. JAFFE, INC. KGS Jewels Inc. By: Name: Title: Pranav Shah President 5

22 Pg 22 of 24 Schedule of Transferred Assets See attached. 6

23 Pg 23 of 24 FIRESTAR SALE 1 LOT IP-10_Corrected SALE 1: INTELLECTUAL PROPERY ASSOCIATED INVENTORY SEPTEMBER 26, 10:00 AM Lot Product Category Item No Description Metal Gram Diamond Center Side Stone Side Center Stone Descrip Wt CTTW CTW Descrip CTW Qty Book Price Total Book Price IP-10 Anniversary Ring AB21582K-FYR98FN3RN3Ladies Dia.Ann 1 CT R98FN3 14Y RD White Natt $1, $1, IP-10 Anniversary Ring AB21287K-FWR98FN3RN Ladies Dia.Ann 1 CT R98FN3 14W RD White Natt $ $ IP-10 Bridal BE51349N-FWR106F2RN2Dia Eng.Rg 1 1/2 tw R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $10, $20, IP-10 Bridal BE51716I-FWR106FN2N2Dia Eng.Ring 5/8tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $16, IP-10 Bridal BE51351I-FWR106FN2N2Dia Eng.Ring 5/8tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $ $6, IP-10 Bridal BE52280H-FWR106FN3N Dia.Eng.Ring 1/2 TWR106FN3/RN3 14W Round 106 Facet HI I RD White Natt $ $5, IP-10 Bridal BE51361J-FYR106FN2N2 DiaEng.Ring 3/4 tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $ $5, IP-10 Bridal BE51360K-FWR106FN2N3Eng. Ring 1 tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $4, IP-10 Bridal BE52281I-FWR106FN3N3Dia. Eng.Rg 5/8 TW R106FN3/RN3 14W Round 106 Facet HI I RD White Natt $ $4, IP-10 Bridal BE51349H-FWR106FN2N Dia Eng.Ring 1/2tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $4, IP-10 Bridal BE52282I-FWR106FN3N3Dia Eng.Ring 1/2tw R106FN3/RN3 14W Round 106 Facet HI I RD White Natt $ $4, IP-10 Bridal BE51359K-FWR106FN2N2Dia. Eng. Ring 1 CT R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $1, $3, IP-10 Bridal BE-ED2475H-FWR106FN3Dia.Eng.Rg 1/2 TWR106FN3/RN3 14W Round 106 Facet HI I RD White Natt $ $2, IP-10 Bridal BE51349H-FWR106FN2N Dia Eng.Ring 1/2tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51361J-FYR106J4BN5 DiaEng.Ring 3/4 tw R106J4/RBN5 14T Round 106 Facet J I2 (2VH RD TTLB NATT $ $ IP-10 Bridal BE51349M-FWR106F2R2 Dia Eng.Rg 1 1/4 tw R106FN2/N2 14W Round 106 Facet J SI RD White Natt $7, $7, IP-10 Bridal BE51359K-FWR106FN2R2Dia. Eng. Ring 1 CT R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $1, $3, IP-10 Bridal BE51349J-FWR106F2RN2Dia Eng.Ring 3/4 tw R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $3, $3, IP-10 Bridal BE51359K-FWR106FNRN2Dia. Eng. Ring 1 CT R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $1, $2, IP-10 Bridal BE51349J-FWR106F2N2 Dia Eng.Ring 3/4 tw R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $2, $2, IP-10 Bridal BE51361J-FYR106FNRN2 DiaEng.Ring 3/4 tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $ $1, IP-10 Bridal BE51360K-FWR106FN2S3Eng. Ring 1 tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51360K-FWR106F2N3 Eng. Ring 1 tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51360K-FWR106F2N3. Eng. Ring 1 tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51352K-FWR106F2N2. Dia Eng. Ring 1 tw R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51359K-FWR106F2N3 Dia. Eng. Ring 1 CT R106FN2/N2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BE51361J-FYR106FN2R2 DiaEng.Ring 3/4 tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $ $ IP-10 Bridal BE51361J-FYR106F2N2 DiaEng.Ring 3/4 tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $ $ IP-10 Bridal BE51351I-FWR106FN2R2 Dia Eng.Ring 5/8tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $ $ IP-10 Bridal BE52282I-FWR106F3N32 Dia Eng.Ring 5/8tw R106FN3/RN3 14W Round 106 Facet HI I RD White Natt $ $ IP-10 Bridal NSSR52093N-FWR98FN3.Dia Eng Ring 11/2tw R98FN3/RN3 14W Round 98 Facet GH I $8, $8, IP-10 Bridal BE51225H-FWP98FW2RNDia.Eng.Ring 1/2 TW P98FW2/RN3 14W PC 98 Facet GH I $ $2, IP-10 Bridal BE52723KB-FWP98F2N3 Eng. Ring 1 1/8 TW P98FW2/RN3 14W PC 98 Facet GH I RD White Natt $2, $2, IP-10 Diamonds DR_R106FN DIA RD 0.51 ct 5.1 MM R106FN Round 106 Facet HI SI $1, $2, IP-10 Diamonds DR_R106FN DIA RD 0.51 ct 5.1 MM R106FN Round 106 Facet HI SI $1, $2, IP-10 Diamonds DC_P98FW DIA PC 1.02 ct 5.20 MM P98FW PC 98 Facet GH I $2, $7, IP-10 Diamonds DR_R98FN DIA RD 1.52 ct 7.4 mm R98FN Round 98 Facet GH I $4, $7, IP-10 Diamonds DC_P98FW DIA PC 0.25ct 3.4*3.4MM P98FW PC 98 Facet GH I $ $6, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $1, $18, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $1, $4, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $3, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $3, $3, Page 1 of 2 info@firestarauction.com

24 Pg 24 of 24 FIRESTAR SALE 1 LOT IP-10_Corrected SALE 1: INTELLECTUAL PROPERY ASSOCIATED INVENTORY SEPTEMBER 26, 10:00 AM Lot Product Category Item No Description Metal Gram Diamond Center Side Stone Side Center Stone Descrip Wt CTTW CTW Descrip CTW Qty Book Price Total Book Price IP-10 Earrings ER0518K-FYR98FN3.00 Dia. Earrings 1 tw R98FN3 14Y Round 98 Facet GH I $ $ IP-10 Men's Ring GW95140K-FWR98FN3.0 Men's Dia. Wed 1 ct R98FN3 14W Round 98 Facet GH I $1, $1, IP-10 Bridal BS51358Z-FWR106FN2N2Eng Set (E-L) 1 3/4 tw R106FN2 14W Round 106 Facet HI SI Round 106 Fac $2, $10, IP-10 Bridal BS51363K-FYR106FN2N2 EngSet(E-L) 1tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $1, $9, IP-10 Bridal BS51352M-FWR106FN2NSet (E-L) 1 2/7tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $3, IP-10 Bridal BS51363K-FYR106N2R2 EngSet(E-L) 1tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $1, $3, IP-10 Bridal BS51363K-FYR106F2N2 EngSet(E-L) 1tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $1, $2, IP-10 Bridal BS51358Z-FWR106FN2R2Eng Set (E-L) 1 3/4 tw R106FN2 14W Round 106 Facet HI SI Round 106 Fac $2, $2, IP-10 Bridal BS51352M-FWR106N2R2Set (E-L) 1 2/7tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BS51352M-FWR106N2R2Set (E-L) 1 2/7tw R106FN2/RN2 14W Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Bridal BS51363K-FYR106FN2R2 EngSet(E-L) 1tw R106FN2/RN2 14T Round 106 Facet HI SI RD White Natt $1, $1, IP-10 Diamonds DR_R106FN DIA RD 0.34 ct 4.40 MM R106FN Round 106 Facet HI SI $ $ IP-10 Diamonds DR_R106FN DIA RD 0.40 ct 4.6 MM R106FN Round 106 Facet HI SI $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $26, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $1, $1, IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $1, $6, IP-10 Diamonds DR_R98FN DIA RD ct 3.30 MM R98FN Round 98 Facet GH I $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $ IP-10 Diamonds DR_R98FN DIA RD MM R98FN Round 98 Facet GH I $ $ Total $260, Page 2 of 2 info@firestarauction.com