DOMAIN NAME, URL AND IP ADDRESS ASSIGNMENT

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 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, ICU EYEWEAR, INC., a California corporation with a principal place of business located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, and ICU EYEWEAR HOLDINGS, INC., a California corporation with a principal place of business located at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, jointly and severally (“Grantor”), in favor of INDUSTRIAL FUNDING GROUP, INC., a California corporation with offices at 00000 Xxxxxxx Xxxx., Xxxxxxx Xxxx, XX 00000 (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 Xxxxxx, and (b) effect a transfer of the Names and Addresses to Lender or to Xxxxxx’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.

 

[REMAINDER OF XXXX INTENTIONALLY LEFT BLANK AND SIGNATURE ON NEXT PAGE]

 

2

 

 

IN WITNESS WHEREOF, the Grantor has executed this Assignment as of the date first written above.

 

1847 ICU HOLDINGS INC.  
     
By: /s/ Xxxxxx Xxxxxxx  
Name: Xxxxxx Xxxxxxx  
Title: Chief Executive Officer  
     
ICU EYEWEAR HOLDINGS, INC.  
     
By: /s/ Xxxx Xxxxx  
Name: Xxxx Xxxxx  
Title: Chief Executive Officer  
     
ICU EYEWEAR, INC.  
     
By: /s/ Xxxx Xxxxx  
Name:  Xxxx Xxxxx  
Title: Chief Executive Officer  

 

[SIGNATURE PAGE – DOMAIN NAME, XXX AND IP ADDRESS ASSIGNMENT]

 

3

 

 

EXHIBIT 1

 

DOMAIN NAMES, URLS AND IP ADDRESSES

 

Domain Name   URL   IP Address   Registrant   Registrar   User ID   Password
Go Daddy   xxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.110.56’] [TTL=172800] xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.78.56’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxx.xxx  

xxxx00.xxxxxxxxxxxxx.xxx [‘97.74.111.53’] [TTL=3600]

xxxx00.xxxxxxxxxxxxx.xxx [‘173.201.79.53’] [TTL=3600]

   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxx0x.xxx  

xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.53’] [TTL=172800]

xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.53’] [TTL=172800]

   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxx-xxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Go Daddy   xxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]   ICU Eyewear       6145878   web4zoom
Network Solutions   xxxxxxx.xxxxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Network Solutions   xxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Network Solutions   xxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.111.55’] [TTL=172800]   ICU Eyewear       icueyewear   Just4DNS!
Network Solutions   xxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.79.55’] [TTL=172800]           zoom_domains   Just4DNS!
Network Solutions   xxxxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.110.52’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Network Solutions   xxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.78.52’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Network Solutions   xxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘97.74.110.52’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Network Solutions   xxxxxxxxxxxxxx.xxx   xxxx00.xxxxxxxxxxxxx.xxx. [‘173.201.78.52’] [TTL=172800]   Zoom Eyeworks       zoom_domains   Just4DNS!
Sav   xxxxxxxxx.xxx   xx00.xxxxxxxx.xxx. [‘162.159.26.131’] (NO GLUE) [TTL=3600]   ICU Eyewear      

andre@

xxxxxxxxxx.xxx

   62TaRpBmKR@ZKRb

 

 

 

 

 

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Filed: February 13th, 2023
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