Trademark Assignment Agreement dated July 11, 2019

EX-10.7 9 ea022699701ex10-7_function.htm TRADEMARK ASSIGNMENT AGREEMENT DATED JULY 11, 2019

Exhibit 10.7

 

Execution Version

 

DOMAIN NAMES TRANSFER AGREEMENT

 

THIS DOMAIN NAME TRANSFER AGREEMENT (“Agreement”), is entered into as of July 11, 2019 (“Effective Date”) by and between Kirkman Group, Inc., a Nevada corporation (“Kirkman Group”), Kirkman Laboratories, Inc., an Oregon corporation (“Kirkman Laboratories”), Kirkman Group International, Inc., a Nevada corporation (“Kirkman Group International”, collectively with Kirkman Group and Kirkman Laboratories, “Assignors”, and each individually, an “Assignor”), and HTO Nevada Inc., a Delaware corporation (“Assignee”).

 

WHEREAS, Assignors are the registrant of the domain names set forth on Schedule A hereto (the “Domain Names”); and

 

WHEREAS, Assignors desire to transfer to Assignee, and Assignee desires to acquire from Assignors, all of Assignors’ registration for the Domain Names.

 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Domain Names Assignment. Upon execution of this Agreement by all parties, Assignors shall submit a request to the registrar of each Domain Name to transfer that Domain Name to Assignee and will otherwise take all steps necessary in order to effectuate the expeditious and complete transfer of the Domain Names to Assignee. Without limiting the foregoing, Assignors shall complete all online procedures set forth by the registrar that are necessary to transfer the Domain Names to Assignee.

 

2. Further Assurances. Upon request by Assignee, Assignors jointly and severally covenant and agree promptly to take all steps as may be necessary or appropriate, including, but not limited to, providing all transfer approvals, executing all necessary documents and delivering all documents to the applicable Domain Name registrar for the Domain Name, in order to effectuate the complete transfer of the Domain Name to Assignee as expeditiously as possible.

 

3. General. The laws of the State of Delaware govern all matters arising out of this Agreement, without regard to the choice of law principles thereof. This Agreement may not be supplemented, altered or modified in any manner except by a writing signed by all parties hereto that identifies itself as an amendment to this Agreement. This Agreement is binding upon and will inure to the benefit of the respective parties and their assigns, heirs, transferees and successors. The parties agree that this Agreement has been fully negotiated and jointly drafted between them and that no rule of construction will be applied against either party in law or equity as the drafter of this Agreement. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole. As used in this Agreement, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by words “without limitation.” This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have duly executed this Domain Name Transfer Agreement as of the Effective Date.

 

  ASSIGNORS
     
  KIRKMAN GROUP, INC.,
  as Assignor
     
  By: /s/ David Humphrey
  Name:  David Humphrey
  Title: Chief Executive Officer

 

  KIRKMAN LABORATORIES, INC.,
  as Assignor
     
  By: /s/ David Humphrey
  Name: David Humphrey
  Title: President

 

  KIRKMAN GROUP INTERNATIONAL, INC.,
  as Assignor
     
  By: /s/ David Humphrey
  Name: David Humphrey
  Title: President

 

[Signature Page to Domain Name Assignment]

 

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IN WITNESS WHEREOF, the parties have duly executed this Domain Name Transfer Agreement as of the Effective Date.

 

  ASSIGNEE
     
  HTO NEVADA INC.
     
  By: /s/ Rod Wolterman
  Name:  Rod Wolterman
  Its: President

 

[Signature Page to Domain Name Assignment]

 

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Schedule A

 

Domain Names

 

Domain Name  Exp Date  Status
CHILDRENWITHSPECIALHEALTHCARENEEDS.COM  1/14/2019  Active
CHILDRENWITHSPECIALHEALTHCARENEEDS.NET  1/14/2019  Active
FOODQUALITYLABS.COM  1/14/2019  Active
FRAGILECHILD.COM  1/14/2019  Active
FRAGILECHILD.NET  1/14/2019  Active
FRAGILECHILD.ORG  6/15/2019  Active
KIDSWITHSPECIALHEALTHCARENEEDS.COM  1/14/2019  Active
KIDSWITHSPECIALHEALTHCARENEEDS.NET  1/14/2019  Active
KIRKMAN.CO  7/25/2019  Active
KIRKMAN.TV  11/30/2020  Active
KIRKMANBLOODSPOT.COM  1/14/2019  Active
KIRKMANDOCS.COM  1/14/2019  Active
KIRKMAN-DOCS.COM  1/14/2019  Active
KIRKMANFLUORIDE.COM  1/14/2019  Active
KIRKMANGROUP.ASIA  4/7/2019  Active
KIRKMANGROUP.BIZ  5/9/2019  Active
KIRKMANGROUP.COM  4/7/2021  Active
KIRKMANGROUP.IN  4/7/2019  Active
KIRKMANGROUP.INFO  12/22/2019  Active
KIRKMANGROUP.NET  4/7/2021  Active
KIRKMANGROUP.ORG  5/10/2019  Active
KIRKMANGROUP.US  5/9/2019  Active
KIRKMANHR.COM  1/14/2019  Active
KIRKMANIMAGING.COM  4/7/2021  Active
KIRKMANKLEEN.COM  1/14/2019  Active
KIRKMANLABS.ASIA  4/7/2019  Active
KIRKMANLABS.COM  4/7/2021  Active
KIRKMANLABS.IN  4/7/2019  Active
KIRKMANLABS.INFO  4/8/2019  Active
KIRKMANLABS.NET  1/14/2019  Active
KIRKMANLABTESTS.COM  1/14/2019  Active
KIRKMANPHARMACEUTICALS.COM  1/14/2019  Active
KIRKMANSTORE.COM  4/27/2021  Active
PURITYSUPPLEMENTS.COM  9/16/2019  Active
ROSELABORATORIES.COM  1/3/2021  Active
ROSELABS.NET  1/5/2019  Active
SPECIALHEALTHCARENEEDS.COM  1/14/2019  Active
SPECIALHEALTHCARENEEDS.NET  1/14/2019  Active
SPECIALHEALTHNEEDS.COM  1/14/2021  Active
STOP-THE-FALL.COM  5/10/2019  Active
THEFRAGILECHILD.COM  1/14/2019  Active
ULTRATESTED.COM  1/14/2019  Active
ULTRATESTED.NET  1/14/2019  Active
ULTRATESTED.ORG  3/14/2019  Active
ULTRATESTED.US  3/13/2019  Active

 

 

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