Fill and Sign the Assignment of Domain Names Form

Assignment of Domain Names This Assignment of Domain Names (this Assignment ) is made this       day of       , 20       , by       , a corporation (Name of Assignor) organized and existing under the laws of the state of       , with its (Name of State) principal office located at       , referred to herein as (Street Address, City, County, State, Zip Code) Assignor , to       , a corporation organized and existing (Name of Assignee) under the laws of the state of       , with its principal office located at (Name of State)       , referred to herein as Assignee. (Street Address, City, County, State, Zip Code) Whereas, Assignor and Assignee are entering into an Asset Purchase and Sale Agreement (the Purchase Agreement ) contemporaneously with the execution of this Assignment; and Whereas, Assignor owns the domain names set forth in Schedule A attached to this Assignment (the Domain Names ); and Whereas, among the assets to be transferred by Assignor to Assignee under the Purchase Agreement are the Domain Names ; and Whereas, Assignor warrants that it owns all rights, title and interests in the Domain Names and Assignor desire to assign all rights, title, and interests in and to the Domain Names to Assignee ( All Rights in the Domain Names ); and Whereas, Assignee desires to accept Assignment of All Rights in the Domain Names ; Now, therefore, for good and valuable consideration, receipt of which is acknowledged, Assignor does hereby sell, assign, set over and transfer to Assignee All Rights in the Domain Names. The rights of Assignee to the end of the term or terms of which registration of the Domain Names may be granted or renewed are to be held and enjoyed by Assignee for Assignee's own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this Assignment and sale had not been made, including all claims for royalties for licensing of the Domain Names and damages by reason of past infringements of the Domain Names , with the right to sue for and collect the same for its own use and benefit, and for the use, benefit and on behalf of its successors, assigns and other legal representatives; and further including all rights to use, modify and exploit All Rights in the Domain Names , the right to exclude others from using All Rights in the Domain Names , and the right to license, assign, convey and pledge All Rights in the Domain Names . Assignment of Domain Names Page 1 of 2 Furthermore, at the expense of Assignee, Assignor shall: (i) execute such additional documents as are necessary to transfer, defend, register, or otherwise give full effect to and perfect the rights of Assignee in the Domain Names ; and (ii) take such further actions as Assignee may request in order to transfer the Domain Names to Assignee at the appropriate registries. This Assignment shall be binding upon the successors and assigns of Assignor and Assignee. This Assignment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of       , without regard to its conflict of laws (Name of State) principles. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The parties have executed this Assignment of Domain Names at (place of execution) the day and year first set forth above.             (Name of Assignor) (Name of Assignee) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Assignment of Domain Names Page 2 of 2