ASSIGNMENT AND ASSUMPTION AGREEMENT
Dot-CONSULTING Registry Agreement
This Assignment and Assumption of the Dot-CONSULTING Registry
Agreement ("Assignment
and Assumption Agreement") is entered
into as of 28 January 2014
(the "Effective Date") by and between Pixie Station, LLC, a Delaware limited
liability company with its principal place of business located at 155 108th
Avenue NE, Suite 510, Bellevue, WA 98004 USA (“Pixie Station”) 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.
Pixie
Station is a party to that certain
Registry Agreement entered
into 5 December 2013, by and between Pixie Station and the Internet
Corporation for Assigned
Names and Numbers,
a California nonprofit public benefit corporation ("ICANN") for the .consulting top-level domain (the “Registry Agreement”).
B.
Pursuant
to Section 7.5 of the Registry Agreement, in a letter from Pixie Station’s
parent, Donuts, Inc. dated 10 January 2014, Pixie Station requested ICANN’s
prior written consent to an assignment of the Registry Agreement from Pixie
Station to United TLD.
C.
On
23 January 2014, ICANN granted its conditional written consent (“ICANN’s
Consent”) to Pixie Station 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, Pixie
Station hereby desires to assign its rights and obligations under the Registry
Agreement to United TLD, and United TLD hereby desires to assume Pixie Station’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.
Pixie
Station hereby assigns, transfers, and conveys to United TLD all of Pixie
Station’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 Pixie Station relating thereto, whether contingent or accrued,
and further agrees to assume and perform all of the covenants, obligations and
agreements of Pixie Station under the Registry Agreement from and after the
Effective Date.
3.
The
Parties hereby agree that United TLD shall be substituted for Pixie Station 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 Pixie Station’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 Pixie Station under the Registry Agreement prior to the Effective Date or any
breaches of the Registry Agreement by Pixie Station 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 Pixie Station’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.
PIXIE STATION, LLC
By:_______________________
Name: Paul Stahura
Title: Manager of its sole Member
UNITED TLD HOLDCO, LTD.
By:_______________________
Name: Taryn Naidu
Title:
Director