ASSIGNMENT AND ASSUMPTION AGREEMENT
Dot-ROCKS Registry Agreement
This Assignment and Assumption of the Dot-ROCKS Registry Agreement ("Assignment and Assumption Agreement") is entered into as of 28
January 2014 (the "Effective Date") by and between Ruby Moon, LLC, a Delaware
limited liability company with its principal place of business located at 155
108th Avenue NE, Suite 510, Bellevue, WA 98004 USA (“Ruby Moon”) 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.
Ruby
Moon is a party to that certain
Registry Agreement entered
into 14 November 2013, by and between Ruby Moon and the Internet
Corporation for Assigned
Names and Numbers,
a California nonprofit public benefit corporation ("ICANN") for the .rocks top-level domain (the “Registry Agreement”).
B.
Pursuant
to Section 7.5 of the Registry Agreement, in a letter from Ruby Moon’s parent,
Donuts, Inc. dated 10 January 2014, Ruby Moon requested ICANN’s prior written
consent to an assignment of the Registry Agreement from Ruby Moon to United
TLD.
C.
On
23 January 2014, ICANN granted its conditional written consent (“ICANN’s
Consent”) to Ruby Moon 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, Ruby Moon
hereby desires to assign its rights and obligations under the Registry
Agreement to United TLD, and United TLD hereby desires to assume Ruby Moon’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.
Ruby
Moon hereby assigns, transfers, and conveys to United TLD all of Ruby Moon’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 Ruby Moon relating thereto, whether contingent or accrued, and further
agrees to assume and perform all of the covenants, obligations and agreements
of Ruby Moon under the Registry Agreement from and after the Effective Date.
3.
The
Parties hereby agree that United TLD shall be substituted for Ruby Moon 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 Ruby Moon’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
Ruby Moon under the Registry Agreement prior to the Effective Date or any
breaches of the Registry Agreement by Ruby Moon 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 Ruby Moon’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.
RUBY MOON, LLC
By:_______________________
Name: Paul Stahura
Title: Manager of its sole Member
UNITED TLD HOLDCO, LTD.
By:_______________________
Name: Taryn Naidu
Title: Director