Below you will find an offer to Rightside Group, Ltd. to purchase four of the under-monetized new gTLDs (generic top level domains) Rightside holds, including .army, .dance, .dentist and .vet, for $5,000,000. I chose these four gTLDs, which currently have fewer than 15,000 domains registered, to highlight the tremendous value Rightside’s registry component holds. These four gTLDs were great investments for Rightside, each costing only a $185,000 application fee ($740,000 in total), but they are not being capitalized on. If Rightside accepts my offer, it will realize a profit in excess of $4,000,000.

We are an experienced, successful registry operator of 6 gTLDs directly and 3 in a joint venture. I am interested in many more of Rightside’s gTLDs for the benefit of my growing registry, XYZ, but figured I would break the ice with some of Rightside’s low revenue generating assets first. The below offer is valid until the end of business day on April 7, 2016.

Also, if there are any Registry Operators out there who are looking to sell their gTLDs, we are cashed up, and ready to do deals. You can reach me at https://ceo.xyz/contact/

Disclosure: I am individually a large shareholder and SEC 13-D Filer on $NAME. Filing this with the SEC shortly.

 

 

Memorandum of Understanding

 

March 30, 2016

 

Mr. David E. Panos

Chairman of the Board

Rightside Group, Ltd.

5808 Lake Washington Boulevard NE

Suite 300

Kirkland, WA 98033

 

Dear Mr. Panos,

 

Daniel Negari, on behalf of XYZ.COM LLC (“Buyer”) is pleased to submit to Rightside Group, Ltd. (“Seller”) this Memorandum of Understanding (the “Memorandum”) regarding the proposed purchase of Seller’s rights and interest to the following generic top-level domain names: .army, .dance, .dentist and .vet (collectively, the “gTLDs”). This letter confirms both Buyer and Seller’s mutual intentions with respect to the transaction described herein and is intended to be binding.

 

  1. Prices and Terms. The principal terms of the proposed transaction will be as follows:

 

(a)     Assets to be Purchased. Buyer will acquire all of Seller’s, or Seller’s subsidiaries’, rights and interest in the gTLDs and all other related rights and interests in the gTLDs.

 

(b)     Purchase Price. The consideration for the rights and interests to be purchased will be Five Million United States Dollars (USD $5,000,000.00).

 

(c)     Buyer’s Performance. The Buyer will pay the purchase price via wire transfer promptly after the execution of the Purchase Agreement (as defined below).

 

(d)     Seller’s Performance. Seller, or its subsidiaries, will assign its rights to the registry operator agreement for the gTLDs to Buyer as soon as reasonably practicable after the execution of the Purchase Agreement. Seller will be responsible for canceling, terminating or modifying any of its third-party contracts related to the gTLDs, as necessitated by its performance under this Memorandum or the Purchase Agreement. Seller will provide all reasonable assistance necessary to completely and smoothly transfer back-end registry services for the gTLDs to a back-end registry service provider of Buyer’s choosing.

 

(e)     Further Assurances. Seller will promptly sign any additional instruments or documents or take any reasonable action that is necessary or appropriate to carry out the contemplated transaction.

 

(f)     Closing date. Buyer and Seller will use all reasonable efforts to sign the Purchase Agreement on or before April 22, 2016.

 

  1. Representations. Buyer and Seller each represent and warrant that it has the right and ability to fully perform its obligations under this Memorandum. Seller represents and warrants that (a) its performance of the obligations under this Memorandum does not violate the rights of any third-parties, (b) it will not take any actions that will negatively affect the value or goodwill of the gTLDs from the date this Memorandum is executed until the final transfer of all right, title and interest in the gTLDs to Buyer, (c) that it has the full control over United TLD Holdco Ltd., a Cayman Islands corporation, necessary to perform its obligations under this Memorandum, and (d) Seller will be fully responsible for all liability, costs, or penalties related to its cancellation, modification or termination of any third-party contracts related to its performance under this Memorandum.

 

  1. Governing Law and Dispute Resolution. This Memorandum shall be governed and construed in accordance with the laws of Nevada. All disputes arising out of this Memorandum shall be finally settled by binding arbitration in Clark County, Nevada with the American Arbitration Association under its Commercial Arbitration rules.

 

  1. Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction will be stated in a definitive written purchase agreement (the “Purchase Agreement”), to be negotiated, agreed and executed by Seller and Buyer. However, Buyer and Seller intend to be bound in principle to the terms in this Memorandum.

 

  1. Acceptance. If the terms of this Memorandum are agreeable to you, you may sign a copy of this Memorandum and return a signed copy via email to [email protected] no later than 5PM Pacific Daylight Time on April 7, 2016. Upon acceptance of the binding provisions of this Memorandum by each party, the parties will negotiate in good faith to prepare and enter into the Purchase Agreement to govern the transaction.  Should you have any questions you may contact me at [email protected].

 

  1. Confidentiality.  Buyer and Seller shall treat the proposed transaction, the surrounding negotiations and any information learned from the negotiations as confidential and will not disclose the existence of any negotiation or potential transactions or details regarding any negotiation or potential transaction to any party unless otherwise allowed by this Memorandum or the Purchase Agreement, except as required by applicable law. Notwithstanding the foregoing, Buyer and Seller may disclose the existence of or details regarding the transaction or any surrounding negotiations to any of Buyer’s or Seller’s respective affiliates, officers, directors, employees, professional advisors, and to the extent relevant, to third parties whose consent is required in connection with the transaction mentioned in this Memorandum. Buyer and Seller will ensure to a reasonable extent that any party to whom such a disclosure is made will keep the disclosed information confidential.

 

[Signatures of the following page]

 

Sincerely,

 

 

Daniel Negari

CEO.XYZ

 

Agreed to by XYZ.COM LLC

on _____ March, 2016,

By:________________________

Daniel Negari, CEO

Agreed to by Rightside Group, Ltd.

on __ _______, 2016,

By:________________________

Name:______________________

Its:________________________