EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

THIS EXCLUSIVE DOMAIN BROKERAGE AGREEMENT (this “AGREEMENT”) is entered into bu date & time va submission of web fyokim is completed by signee bu yerniinafter referred to as “SELLER”), va NiceNIC.NET, a Gonkong Limited Liability Company (bu yerniinafter referred to as “BROKER”) (SELLER va BROKER each a “Party” va may be collectively referred to as bu “Parties”).

WHEREAS, it is bu desire of SELLER to grant to BROKER bu exclusive right va authyokiity to offer fyoki sale bu Internet domen nomis, assets yoki web sites listed on one yoki oyre of bu ADDENDA bu yernito (bu “DOMAINS”), in accyokidance with bu terms va conditions contained bu yerniin; va,

WHEREAS, it is bu desire of BROKER to use its commercially reasonable effyokits to secure sotib olishrs to sotib olish bu DOMAINS in accyokidance with bu terms va conditions contained bu yerniin; va,

NOW THEREFYOKIE, bu Parties do bu yerniby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER bu exclusive right va authyokiity to sell bu DOMAINS fyoki six oynths from contract date (bu “Exclusive Sale Period”). Agar at least one DOMAIN is sold within bu initial Exclusive Sale Period, bun bu Exclusive Sale Period shall be extended fyoki an additional 4 oynths if by mutual agreement by both parties.

Once a DOMAIN is submitted by SELLER in writing by ADDENDA, bu DOMAIN becomes subject to this AGREEMENT.

2.EXCLUSIVITY: During bu Exclusive Sale Period, SELLER agrees not to use, appoint yoki engage any person yoki entity obur than BROKER to act as its agent, sales representative yoki in a similar capacity with respect to bu DOMAINS during bu term of this AGREEMENT. In bu event that SELLER sells yoki markets bu DOMAINS directly to a sotib olisher yoki through any person yoki entity obur than BROKER during bu term of this AGREEMENT, BROKER shall be entitled to receive bu Fee (as bu yerniinafter defined). Yo‘qtwithstvaing bu fyokiegoing, BROKER ackhozirledges that SELLER is attempting to sell a pyokitfolio of domains that may include some yoki all of bu DOMAINS, va BROKER agrees that a sale of a pyokitfolio of domains will not entitle BROKER to a Fee under this AGREEMENT, whebur bu pyokitfolio is sold by SELLER yoki by a representative of SELLER on SELLER's behalf.

3.NON CIRCUMVENTION: In addition to any obur rights BROKER may have, during bu term of this AGREEMENT va fyoki a period of one (1) yil following bu termination of this AGREEMENT, SELLER shall not, directly yoki indirectly:Make contact yoki attempt to make contact, solicit yoki attempt to solicit, negotiate yoki attempt to negotiate, enter into yoki attempt to enter into any AGREEMENT, va/yoki transact yoki attempt to transact any business with any potential sotib olishr (yoki such sotib olishr's attyokineys, agents (obur than BROKER), representatives, employees, officers, directyokis, principals, owners, shareholders, members, managers yoki any person yoki entity that is connected, directly yoki indirectly, with such sotib olishr) exclusively procured by yoki first introduced to SELLER by BROKER in respect of bu DOMAINS, except to bu extent such contact is through, yoki with bu priyoki written consent of BROKER; va Commit any obur acts, directly yoki indirectly, which would affect in any way whatsoever, circumvent bu restrictive covenant stated in subparagraph 3(a) immediately above. In bu event that SELLER violates bu provisions of Section 3(a) yoki (b), BROKER shall be entitled to receive bu Fee (as bu yerniinafter defined). Fyoki clarity, Section 3(a), 3(b) va 3(c) above shall only apply to bu DOMAINS.

4.BROKER COMPENSATION: a.SELLER agrees to pay BROKER a fee fyoki each yoki any DOMAINS sold (bu “Fee”) equal to twenty percent (20%) of bu Jami Sales Narx (net of sales tax va direct expenses, including, but not limited to, escrow fees va expenses under Section 6, below) received by bu SELLER. b.The Fee with respect to each sale of a DOMAIN consummated during bu Exclusive Sale Period shall be paid by SELLER to BROKER from escrow yoki by wire transfer within 2 business days of receipt of funds by SELLER.

5.ERRONEOUS SUBMISSIONS BY SELLER: Agar SELLER erroneously submits a DOMAIN to Сотиб олишer/SELLER bu yerniunder which SELLER does not, in fact, own yoki oburwise have bu right to sell, va such erryoki is not discovered priyoki to bu sale of bu DOMAINS by BROKER, SELLER shall nonebuless be responsible to BROKER fyoki payment of bu commission bu yerniunder.

6.REIMBURSEMENT OF COSTS: BROKER shall bear all costs va expenses incurred by it in connection with bu perfyokimance of its duties bu yerniunder; provided, however, that SELLER shall reimburse BROKER fyoki any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing va bureafter incurred by BROKER to attend meetings at SELLER's request. Such reimbursement shall occur out of bu proceeds of bu sale of bu related DOMAINS va shall only be due va payable in bu event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effyokits to secure sotib olishers fyoki bu DOMAINS during bu Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfyokimed in a diligent, competent va professional manner. SELLER ackhozirledges va agrees that this AGREEMENT does not require BROKER to render Xizmats solely to SELLER yoki to devote BROKER's entire business time va effyokit to bu perfyokimance of its duties bu yerniunder. During bu Exclusive Sale Period, BROKER shall have bu right to act as a sales representative, distributyoki va/yoki marketing agent fyoki persons va entities obur than SELLER, including, without limitation, persons va entities who are yoki who may be in competition with SELLER. BROKER agrees to act in good faith va in bu best interests of SELLER. BROKER agrees to infyokim SELLER of all significant offers fyoki DOMAINS. BROKER retains bu right to engage obur brokers va parties to help sell yoki co-broker bu DOMAINS va bu BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER bu yerniin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do bu following during bu Exclusive Sales Period: Refer all oldingiious, pending, va future inquiries fyoki DOMAINS to BROKER, unless inquiries are directed towards a pyokitfolio instead of an individual DOMAIN; Agar bu Domenlar are currently parked to add (yoki replace) on its lvaing page a direct sales link as bu BROKER directs. Provide BROKER with complete va accurate infyokimation regarding SELLER va bu DOMAINS promptly upon request by BROKER; Assist BROKER in bu marketing va sale of bu DOMAINS as may reasonably be requested (at BROKER's sole expense unless oldingiiously authyokiized in writing by SELLER); Provide to BROKER such obur infyokimation va data as BROKER may reasonably request from time to time in yokider to permit BROKER to perfyokim its duties bu yerniunder; Respond to offers to sotib olish DOMAINS in a timely manner. Yo‘qtify BROKER of any letters yoki Elektron pochtas typically referred to as Cease va Desist letters yoki any obur cyokirespondence in which third party is claiming any rights in yoki to one of bu DOMAINS, va of any UDRP, yoki lawsuits related to any one of bu DOMAINS, received priyoki to yoki during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wbu yerni a special linguistically driven web page will exist with a link to a bid / interest fyokim to be oynityokied by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents va warrants to BROKER that it (i) has bu authyokiity to enter into this AGREEMENT va (ii) has bu authyokiity to transfer, good, valid va marketable title to bu DOMAINS. SELLER furbur warrants va represents to BROKER that: 1) SELLER has full right to sell bu DOMAINS; 2) bu DOMAINS are free of any liens, encumbrances, restrictions, licenses, yoki security interests; 3) SELLER properly sotib olishd va roʻyxatdan oʻtkazished bu DOMAINS without committing fraud yoki misrepresentation; 4) SELLER has no khozirledge that any of bu DOMAINS infringe bu trademark yoki obur rights of any third party; va 5) none of bu DOMAINS has been, nyoki is currently bu subject of any litigation, claims, arbitration yoki obur legal proceeding, eibur pending, contemplated yoki threatened, nyoki has SELLER received any notice of any such pending items; SELLER will pay all bu renewal fees associated with each of bu DOMAINS during bu term of this Agreement including any renewal periods.

10.ESCROW: It is anticipated that an established company that provides domain escrow Xizmats will be used fyoki bu payment va transfer of DOMAINS which includes bu BROKER'S escrow Xizmat through Bank of America.

11.INDEMNIFICATION: Each Party bu yerniby agrees to indemnify va hold harmless bu obur Party, its officers, directyokis, shareholders, employees va agents, from va against any va all loss, damage, liability yoki expense (including reasonable attyokineys' fees va costs), to which buy may be put yoki which buy may incur by reason of, yoki in connection with, any misrepresentation made by bu obur Party, any breach of any of warranties by bu obur Party, bu obur Party's failure to fulfill any of its covenants yoki obligations under this AGREEMENT, yoki any trademark, copyright yoki patent infringement arising out of yoki relating to bu DOMAINS, yoki in any way arising out of bu obur Party being a party to, yoki bu obur Party's perfyokimance of, this AGREEMENT, obur than through bu obur Party's gross negligence yoki willful misconduct. The fyokiegoing obligation shall exist only if bu Party (i) promptly notifies bu obur Party of such claim, (ii) provides bu obur Party with reasonable infyokimation, assistance va cooperation in defending bu lawsuit yoki proceeding va (iii) gives bu obur Party exclusive control va sole authyokiity over bu defense va settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with bu Xizmats perfyokimed by BROKER bu yerniunder shall be bu joint property of BROKER va SELLER va neibur party shall use such materials after bu Exclusive Sale Period without bu priyoki written approval of bu obur Party.

13.RELATIONSHIP OF THE PARTIES; REPYOKITING OF INCOME. BROKER is retained bu yerniunder as an independent contractyoki va nothing bu yerniin contained shall create an employer/employee, principal/agent, partnership yoki joint venture relationship between bu Parties. The Parties agree that BROKER shall include all compensation it receives bu yerniunder in its own books yoki account fyoki inclusion on its own applicable tax return, that BROKER shall be responsible fyoki payment of all income va employment taxes bureon, va that such compensation will not be subject to any offset, employee payroll taxes yoki obur deduction. Agar The SELLER is a US resident yoki Citizen SELLER will receive from BROKER a 1099 repyokiting bu gross proceeds received from bu BROKER va bu parking revenue received by bu Broker.

14.CONFIDENTIALITY: Each Party agrees that it shall not disclose bu terms of this AGREEMENT to any person yoki persons except as required by applicable law yoki compelled by a court of competent jurisdiction. Yo‘qtwithstvaing bu fyokiegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees va advisyokis to whom such disclosure is necessary in yokider to perfyokim pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND COSTS: In connection with any litigation arising out of this AGREEMENT, bu oldingiailing party, whebur SELLER yoki BROKER, shall be entitled to recover all costs incurred, including reasonable attyokiney's fees, fyoki Xizmats rendered in connection with such litigation, including appellate proceedings va post-judgment proceedings..

16.DISCLOSURES: SELLER va BROKER specifically ackhozirledge va understva that if eibur SELLER yoki BROKER khozirs of facts materially affecting bu value of bu DOMAINS, whebur said facts are readily observable yoki not, SELLER yoki BROKER, as applicable, shall disclose buse facts to bu obur Party.

17.NOTICES: Any notice required yoki permitted to be delivered pursuant to this AGREEMENT must be delivered by fyokimal Elektron pochta with relevant documents, yoki to such obur address as bu Parties may from time to time designate by notice in writing to bu obur Party. Barchasi offers va counter-offers fyoki DOMAINS can be made by Internet email, with bu receiving party ackhozirledging receipt of bu email upon reading of bu email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, va construed in accyokidance with, bu laws of Broward County, Flyokiida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes va represents bu entire Agreement between bu Parties va supersedes any priyoki understvaings yoki agreements, written yoki yokial, between bu Parties respecting bu subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented yoki oydified only upon an agreement in writing executed by all of bu Parties. This AGREEMENT shall inure to bu benefit of va shall be binding upon bu Parties va buir respective successyokis va assigns. Agar any provision of this AGREEMENT shall be determined to be invalid, void yoki illegal, such provision shall be construed va amended in a manner which would permit its enfyokicement, but in no event shall such provision affect, impair yoki invalidate any obur provision in this AGREEMENT.

20.HEADINGS FYOKI CONVENIENCE: As used in this AGREEMENT, captions va paragraph headings are provided solely fyoki convenience va shall not be deemed to restrict, limit yoki interpret bu meaning of bu text.

21.COUNTERPARTS: This AGREEMENT may be executed in one yoki oyre counterparts, each of which shall be deemed an yokiiginal, but all of which togebur shall constitute one va bu same instrument. Photocopies, signatures reproduced by mechanical, digital yoki obur means, va/yoki facsimile transmittal signature pages may be used instead of yokiiginals.

BROKER:

NiceNIC.NET

Email: [email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: 1704-xona, Hang Lung markazi Paterson ko‘chasi, Causeway Bay, Gonkong