CRICK ET.COM LEASE AND TRANSFER
AGREEMENT
THIS
AGREEMENT is made this
20th day of August 2009 (" Effective Date") between
DOMAIN HOLDINGS INC. (formerly named
Communicate.com Inc.), a corporation incorporated under
the laws of Alberta having an office at 375 Water Street, Suite
045, Vancouver, Canada (" Vendor "), and GLOBAL CRICKET
VENTURES LIMITED a private limited company with registered
address at 4th Floor, Ebene Skies, Rue de I’institut, Ebene,
Mauritius (“Purchaser”).
A.
WHEREAS Vendor is the registrant of the Internet domain name
<cricket.com> (the "Domain Name -
) and the owner of the website located at
www.cricket.com together with all associated content,
copyrights, trademarks, images, text, logos, advertising and
affiliate contracts, service contracts, and goodwill (the “
Cricket Website ”) .
B.
AND WHEREAS Purchaser desires to acquire various rights and
digital assets relating to the sport of cricket,
including the Domain Name, the Cricket Website and the IPL rights
held by Vendor's affiliate, Global Cricket Venture
Pte. Ltd ("GCV").
C.
AND
WHEREAS Vendor has agreed to sell to Purchaser the Domain Name
and the Cricket Website as provided in this Agreement, subject to
Purchaser's simultaneous execution of that certain
Assignment and Assumption Agreement with GCV ( the “
Assignment Agreement ”) pursuant to which GCV
shall assign to Purchaser the IPL rights and
Purchaser shall assume the liabilities associated with the IPL
rights, including but not limited to the payment of $750,000 to the
BCCI-IPL on behalf of GCV on or before July 15, 2000 or such later
date as shall be agreed.
D.
AND
WHEREAS Purchaser wishes to continue using Vendor's Cricket
Website support services, as more fully set forth in section 9 of
this Agreement.
NOW
THEREFORE, in
consideration of the mutual agreements contained in this Agreement,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree and covenant as follows;
1.
Grant of Lease . Subject to Purchaser's simultaneous
execution of the Assignment Agreement and the terms
and conditions set forth herein, Vendor hereby leases the Domain
Name and the Cricket Website to Purchaser during the Term (as
defined herein). Upon Vendor's receipt of Purchaser's first payment
of $250,000, Purchaser shall be entitled to use the Domain Name and
the Cricket Website and to receive all revenues generated
by the Cricket Website during the Term.
2.
No Transfer of Leased Interest. During the Term,
Purchaser may not sell, assign, sublease, license, transfer or
encumber, in any way, Purchaser's leased interest in the Domain
Name or the Cricket Website, without Vendor's prior written consent
which shall not be unreasonably withheld.
3.
Liability for Purchaser's Content . As of the Effective
Date, Purchaser shall (a) be solely responsible for the
engineering, production, maintenance and monitoring of all content
which is made available on the Cricket Website, and any errors,
omissions or inaccuracies in the transmission or transcription of
the content. and obtaining, any license for the use on the Cricket
Website of any material, including applicable music rights,
copyrights, and any other intellectual property; (b) secure, at its
sole cost and expense, and pay for any copying, duplication,
recording or other rights licenses that are necessary for the use
of content of the Cricket Website, (c) not exhibit any content
or provide any service on the Cricket Website that is contrary to
applicable law; (d) not establish links from the Cricket Website or
conduct cross promotions with any internet site which uses or
exhibits any gambling, pornographic or obscene content or uses or
exhibits any other content or provides any other services that
would contravene applicable law.
4.
Indemnity of Vendor . Purchaser shall defend, indemnify and
hold Vendor harmless against any claims, actions, expenses, costs,
losses or damages (including reasonable legal fees) brought against
or suffered by Vendor as a result orally use by Purchaser of' the
Domain Name or the Cricket Website or any breach of
this Agreement. This paragraph shall survive the expiration or
termination of this Agreement.
5.
Property of Vendor . During the Tern the Domain Name and the
Cricket Website shall remain the property of Vendor and Purchaser
shall have no rights therein and shall take no action inconsistent
with Vendor's ownership or challenge the validity thereof, except
that Purchaser shall have absolute right to take over the Domain
Name and Cricket Website upon making all payments required under
the terms of this agreement, and Vendor shall take all steps
necessary or desirable in relation thereto pursuant to section 12
hereof.
6.
No Contest. During the Term, Purchaser shall not contest or
dispute that Vendor is the rightful Domain Name owner and shall not
claim any title to or right to use the Domain Name or
any variation thereof other than the right to use and to purchase
the Domain Name under this Agreement.
7.
Domain Nome Enforcement. If, during the Term, Purchaser
learns of any infringement or imitation of the Domain Name or of
any use by any unauthorized person, Purchaser shall promptly notify
Vendor. Vendor shall then take such action, or no
action, as it, in its sole discretion, deems advisable for the
protection of the Domain Name and Purchaser shall cooperate with
Vendor in all respects. If Vendor deems it inadvisable to take
action, Purchaser may then take such action at its own expense and
Vendor shall render all reasonable assistance to Purchaser in
connection therewith.
8.
Purchase Price . Purchaser will pay to Vendor, during the
Term, the total amount of US $1,000,000 (the "Purchase Price
") as follows:
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(a)
$250,000 (Two Hundred Fifty Thousand US Dollars) payable within 2
banking days of execution of this agreement (the "Closing
Date”), and
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(b)
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commencing on
the first (1st) quarterly anniversary of the Closing Date, $250,000
per quarter for three (3) consecutive quarters, with each payment
to he made on or before the quarterly anniversary of the Closing
Date.
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All payments
under this Agreement shall be payable to Domain Holdings Inc., in
US dollars, via wire transfer using the following
instructions:
Company
Name:
Domain Holdings Inc.
Company
Address: 375
Water Street. Suite 645
Vancouver, BC Canada V6B 5C6
TRANSIT AND
ACCOUNT NO.: *
*
This information has been omitted and is being filed
separately with the Securities and Exchange
Commission.
9.
Interim Support Services. In order to facilitate
the transition of the Cricket Website to Purchaser, Vendor will
provide Purchaser with interim support services (“Support
Services”) for the Cricket Website for a period or six (6)
months from the Closing Date, or for a lesser
period if both parties mutually agree in writing (the "Transition
Period"). Purchaser will pay Vendor the Expenses (defined below)
relating to such Support Services as set forth in
paragraph 10.
10.
Expenses Related to Support Services . In addition to the
Purchase Price, from and after the Closing Date Purchaser will pay
to Vendor all reasonable costs and expenses (the "Expenses")
associated with providing the Support Services for the Cricket
Website. The expenses include, but are not limited to,
the following: (i) the direct costs incurred by Vendor for the
maintenance of the Cricket Website (e.g. hosting and other
technology fees, payment for data powering the live scoring feed,
e-mail or other marketing activities, contracting design
activities) as agreed by both parties, (ii) an allocation for rent
and other overhead incurred by Vendor in the amount of $2,500 per
month, (iii) the costs (such as the salaries,
bonuses, benefits, employment-related taxes; and
reasonable business
