ASSIGNMENT AND ASSUMPTION AGREEMENT
Dot-FUTBOL Registry Agreement
This Assignment and Assumption of the Dot-FUTBOL Registry Agreement ("Assignment and Assumption Agreement") is entered into as of 20th Day of December, 2013 (the "Effective Date") by and between Atomic Falls, LLC, a Delaware limited liability company with its principal place of business located at 155 108th Avenue NE, Suite 510, Bellevue, WA 98004 USA (“Atomic Falls”) 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."
A. Atomic Falls is a party to that certain Registry Agreement entered into 20 September 2013, by and between Atomic Falls and the Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation ("ICANN") for the .futbol top-level domain (the “Registry Agreement”).
B. Pursuant to Section 7.5 of the Registry Agreement, in a letter from Atomic Falls’ parent, Donuts, Inc. dated 12 November 2013, Atomic Falls requested ICANN’s prior written consent to an assignment of the Registry Agreement from Atomic Falls to United TLD.
C. On 18 December 2013, ICANN granted its conditional written consent (“ICANN’s Consent”) to Atomic Falls 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, Atomic Falls hereby desires to assign its rights and obligations under the Registry Agreement to United TLD, and United TLD hereby desires to assume Atomic Falls’ rights and obligations under the Registry Agreement via assignment, pursuant to the terms and conditions of this Assignment and Assumption 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. Atomic Falls hereby assigns, transfers, and conveys to United TLD all of Atomic Falls' 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 Atomic Falls relating thereto, whether contingent or accrued, and further agrees to assume and perform all of the covenants, obligations and agreements of Atomic Falls under the Registry Agreement from and after the Effective Date.
3. The Parties hereby agree that United TLD shall be substituted for Atomic Falls 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 Atomic Falls' 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 Atomic Falls under the Registry Agreement prior to the Effective Date or any breaches of the Registry Agreement by Atomic Falls 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 Atomic Falls' 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.
ATOMIC FALLS, LLC
Name: Paul Stahura
Title: Manager of its sole Member
UNITED TLD HOLDCO, LTD.
Name: Taryn Naidu