Domain Name, URL and IP Address Agreement, dated February 9, 2023, by 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. in favor of Industrial Funding Group, Inc
Exhibit 10.10
DOMAIN NAME, URL AND IP ADDRESS ASSIGNMENT
This Domain Name, URL and IP Address Assignment, dated as of February 9, 2023 (“Domain Name Assignment”), made by 1847 ICU HOLDINGS INC., a Delaware corporation with a principal place of business located at 590 Madison Avenue, New York, NY 10022, ICU EYEWEAR, INC., a California corporation with a principal place of business located at 1900 Shelton Drive, Hollister, CA 95023, and ICU EYEWEAR HOLDINGS, INC., a California corporation with a principal place of business located at 1900 Shelton Drive, Hollister, CA 95023, jointly and severally (“Grantor”), in favor of INDUSTRIAL FUNDING GROUP, INC., a California corporation with offices at 13848 Ventura Blvd., Sherman Oaks, CA 91423 (together with its successors and assigns, “Lender”).
RECITALS
WHEREAS, the Grantor has an ownership interest in the domain names, the URLs and IP addresses identified in Exhibit 1 attached hereto (collectively the “Names and Addresses”); and
WHEREAS, the Grantor and the Lender are parties to that certain Loan and Security Agreement of even date herewith (as from time to time amended or amended and restated, the “Loan Agreement”; capitalized terms used herein and not defined shall have the meanings set forth in the Loan Agreement”); and
WHEREAS, the Grantor granted to Lender a security interest in substantially all of its property and assets including, without limitation, the Names and Addresses, to secure the performance of Grantor’s obligations under the Loan Agreement and the other Loan Documents; and
WHEREAS, it is a condition precedent to the Lender’s entry into the Loan Agreement that the Grantor shall have executed and delivered this Assignment; and
WHEREAS, upon the occurrence of one or more Events of Default under the Loan Agreement, the Lender has the right to exercise its rights and remedies under the Loan Agreement and the other Loan Documents, including, without limitation, the transfer of the Names and Addresses; and
WHEREAS, by this instrument, Grantor is hereby assigning the Names and Addresses to the Lender or its designee upon the occurrence of an Event of Default.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Grantor hereby agrees, confirms and acknowledges as follows:
1. | The Grantor does hereby acknowledge and confirm that it has made a collateral assignment to the Lender of, and has granted to the Lender a first priority continuing security interest in, all of the Grantor’s right, title and interest in and to the Names and Addresses pursuant to the Loan Agreement. |
2. | The Grantor hereby acknowledges that one or more Events of Default have occurred under the Loan Agreement. |
3. | The Grantor hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender’s sole discretion, at such Grantor’s sole cost and expense, to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in the Names and Addresses in favor of Lender, and (b) effect a transfer of the Names and Addresses to Lender or to Lender’s designees without further consent or authorization of the Grantor upon the occurrence of an Event of Default. |
4. | Each Registrar set forth on Exhibit 1 may rely on this Collateral Assignment to effect the foregoing transfers described in Section 3 above. |
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IN WITNESS WHEREOF, the Grantor has executed this Assignment as of the date first written above.
1847 ICU HOLDINGS INC. | ||
By: | /s/ Ellery Roberts | |
Name: | Ellery Roberts | |
Title: | Chief Executive Officer | |
ICU EYEWEAR HOLDINGS, INC. | ||
By: | /s/ Kirk Hobbs | |
Name: | Kirk Hobbs | |
Title: | Chief Executive Officer | |
ICU EYEWEAR, INC. | ||
By: | /s/ Kirk Hobbs | |
Name: | Kirk Hobbs | |
Title: | Chief Executive Officer |
[SIGNATURE PAGE – DOMAIN NAME, URL AND IP ADDRESS ASSIGNMENT]
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EXHIBIT 1
DOMAIN NAMES, URLS AND IP ADDRESSES
Domain Name | URL | IP Address | Registrant | Registrar | User ID | Password | ||||||
Go Daddy | glpolarized.com | pdns13.domaincontrol.com. [‘97.74.110.56’] [TTL=172800] pdns14.domaincontrol.com. [‘173.201.78.56’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | guidelineeyegear.com | pdns07.domaincontrol.com [‘97.74.111.53’] [TTL=3600] pdns08.domaincontrol.com [‘173.201.79.53’] [TTL=3600] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | icub2b.com | pdns07.domaincontrol.com. [‘97.74.111.53’] [TTL=172800] pdns08.domaincontrol.com. [‘173.201.79.53’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | fishermanseyewear.com | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | fishermenseyewear.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | guidelinepolarized.com | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | fishermeneyewear.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | icuppe.com | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | icu-medical.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | icuhealthproducts.com | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Go Daddy | guidelinesun.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | ICU Eyewear | 6145878 | web4zoom | |||||||
Network Solutions | zoomeye.works | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Network Solutions | solbyicueyewear.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Network Solutions | icueyewear.com | pdns11.domaincontrol.com. [‘97.74.111.55’] [TTL=172800] | ICU Eyewear | icueyewear | Just4DNS! | |||||||
Network Solutions | zoomeyeworks.com | pdns12.domaincontrol.com. [‘173.201.79.55’] [TTL=172800] | zoom_domains | Just4DNS! | ||||||||
Network Solutions | fishermaneyewear.com | pdns05.domaincontrol.com. [‘97.74.110.52’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Network Solutions | solbyicu.com | pdns06.domaincontrol.com. [‘173.201.78.52’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Network Solutions | drdeanreaders.com | pdns05.domaincontrol.com. [‘97.74.110.52’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Network Solutions | docdeanreaders.com | pdns06.domaincontrol.com. [‘173.201.78.52’] [TTL=172800] | Zoom Eyeworks | zoom_domains | Just4DNS! | |||||||
Sav | icuhealth.com | ns83.worldnic.com. [‘162.159.26.131’] (NO GLUE) [TTL=3600] | ICU Eyewear | andre@ icueyewear.com | 62TaRpBmKR@ZKRb |