Exhibit 10.6
FORM OF DOMAIN NAME
ASSIGNMENT
DOMAIN NAME
ASSIGNMENT
THIS DOMAIN NAME ASSIGNMENT (this
“ Assignment ”) is dated as of May
, 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
, 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 contained
in this Assignment shall in any way supersede, modify, replace,
amend, change or rescind the provisions, including the warranties,
covenants, agreements, conditions, or in general, any rights,
remedies or obligations of the parties as set forth in the
Repurchase Agreement, and in the event of any conflict between the
terms and conditions of the Repurchase Agreement and the terms and
conditions of this Assignment, the Repurchase Agreement shall
control.
6. This Assignment shall be binding
upon, and shall inure to the benef
