ASSIGNMENT AND ASSUMPTION  AGREEMENT

Dot-REVIEWS Registry Agreement

 

 

This Assignment and Assumption of the Dot-REVIEWS Registry Agreement ("Assignment and Assumption Agreement") is entered into as of 20th December, 2013 (the "Effective Date") by and between Extra Cover, LLC, a Delaware limited liability company with its principal place of business located at 155 108th Avenue NE, Suite 510, Bellevue, WA 98004 USA (“Extra Cover”) and United TLD Holdco, Ltd., a Cayman Islands corporation with its principal place of business located at Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands (“United TLD”).  The parties to this Agreement shall be referred to individually as a "Party" and collectively as the "Parties."

 

RECITALS

 

A.                                    Extra Cover is a party to that certain Registry Agreement entered into 13 September 2013, by and between Extra Cover and the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation  ("ICANN") for the .reviews top-level domain (the “Registry Agreement”).

 

B.                                     Pursuant to Section 7.5 of the Registry Agreement, in a letter from Extra Cover’s parent, Donuts, Inc. dated 12 November  2013, Extra Cover requested ICANN’s prior written consent to an assignment of the Registry Agreement from Extra Cover to United TLD. 

 

C.                                     On 18 December 2013, ICANN granted its conditional written consent (“ICANN’s Consent”) to Extra Cover for assignment of the Registry Agreement to United TLD.

 

D.                                    Having received ICANN's Consent as aforementioned, and both Parties having represented herein below its fulfillment of all conditions of ICANN’s Consent, Extra Cover hereby desires to assign its rights and obligations under the Registry Agreement to United TLD, and United TLD hereby desires to assume Extra Cover’s rights and obligations under the Registry Agreement via assignment, pursuant to the terms and conditions of this Assignment and Assumption Agreement.

 

AGREEMENT

 

In consideration of the mutual promises set forth herein and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties now agree as follows:

 

1.                                     Extra Cover hereby assigns, transfers, and conveys to United TLD all of Extra Cover’s rights, obligations, title, and interest in and to the Registry Agreement.

 

2.                                     United TLD hereby accepts the assignment of the Registry Agreement and assumes all liabilities of Extra Cover relating thereto, whether contingent or accrued, and further agrees to assume and perform all of the covenants, obligations and agreements of Extra Cover under the Registry Agreement from and after the Effective Date.

 

3.                                    The Parties hereby agree that United TLD shall be substituted for Extra Cover as the Registry Operator for all purposes of the Registry Agreement.

 

 

4.                                    The Parties hereby represent that all conditions set forth in ICANN's Consent have been fulfilled as of the Effective Date of this Assignment and Assumption Agreement. 

 

5.                                    The Parties hereby acknowledge that ICANN's Consent to Extra Cover’s assignment of the Registry Agreement does not waive any rights ICANN may have to take action with respect to the performance of covenants, obligations and agreements of Extra Cover under the Registry Agreement prior to the Effective Date or any breaches of the Registry Agreement by Extra Cover occurring prior to the Effective Date.

 

6.                                     Each Party shall, upon the reasonable request of the other Party, make, execute, acknowledge, and deliver any and all further documents and instruments, and do and cause to be done all such further acts, to evidence and/or in any manner perfect Extra Cover’s assignment of the Registry Agreement to United TLD pursuant to this Agreement.

 

IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be executed and delivered as of the Effective Date first stated above.

 

EXTRA COVER, LLC

 

By:_______________________

 

Name:  Paul Stahura

 

Title:  Manager of its sole Member

 

 

UNITED TLD HOLDCO, LTD.

 

By:_______________________

 

Name:  Taryn Naidu

 

Title:  Director