EXHIBIT 10.5
DOMAIN NAME
ASSIGNMENT
THIS DOMAIN NAME ASSIGNMENT (this
“ Assignment ”) is dated as of May 20, 2009, and
is by and between FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. (d/b/a
ARLINGTON ASSET INVESTMENT CORP.), a corporation organized under
the laws of the Commonwealth of Virginia (“Assignor”),
and FBR CAPITAL MARKETS CORPORATION, a corporation organized under
the laws of the Commonwealth of Virginia (“Assignee”).
Assignor and Assignee are sometimes referred to herein individually
as a “ Party ” and collectively as the “
Parties .”
RECITALS
WHEREAS, Assignor or its
majority-owned subsidiaries own all right, title and interest in
certain various Domain Names (as such term is defined herein);
and
WHEREAS, pursuant to that certain
Stock Repurchase Agreement, dated as of May 18, 2009 (“
Repurchase Agreement ”), by and among Assignor, FBR
TRS Holdings, Inc., and Assignee, Assignor agreed to assign to
Assignee and Assignee agreed to accept the assignment of all rights
in the Domain Names.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
AGREEMENT
1. “
Domain Names ” shall mean all right, title and
interest of Assignor and its majority-owned subsidiaries in and to
any internet domain names: (a) that relate to the business of
the Assignee and are registered in the name of, or controlled
pursuant to contractual agreement by, Assignor or any of its
majority-owned subsidiaries; (b) that are listed on
Schedule A hereto; or (c) that contain any of the terms
“Friedman,” “Billings,”
“Ramsey,” “FBR,” “Pegasus,” or
combinations, modifications or versions thereof (collectively, the
“ FBR Terms ”), but, in each case, specifically
excluding any domain names containing the terms
“Arlington,” “Asset”,
“Investment” or “AAIC” or combinations,
modifications or versions thereof without containing any of the FBR
Terms ( provided , however , that all domain names
containing the term “Arlington” shall be excluded from
Domain Names regardless of any FBR Terms or other terms contained
in such domain name). “Domain Names” shall include all
applications and registrations pertaining to such Domain Names, and
all goodwill associated with such Domain Names.
2. Assignor
does hereby assign, sell and transfer to Assignee, its successors
and assigns, without any warranty of any kind, all right, title and
interest of Assignor and its majority-owned subsidiaries in and to
the Domain Names and all applications and registrations therefor
and all goodwill pertaining thereto.
3. Assignor
hereby agrees to execute all papers and to perform all other proper
acts reasonably requested by Assignee or its successors or assigns
to secure to Assignee or its successors or assigns the rights
hereby transferred.
4. Assignor
shall cause its majority-owned subsidiaries to perform any and all
actions necessary to effect the performance of this
Assignment.
5. This
Assignment is executed and delivered pursuant to the Repurchase
Agreement. Nothing contai
