EXHIBIT F

Case 2:18-cr-00422-DJH Document 1366-8 Filed 10/26/21 Page 1 of 5
EXECUTION VERSION 

ASSIGNMENT OF LICENSE AGREEMENT 

This ASSIGNMENT OF LICENSE AGREEMENT (this "Assignment") is made as of 

April 22, 2015 ("Effective Date") by and between VERMILLION HOLDINGS LLC, a 

Delaware limited liability company ("Assignor"), and UGC TECH GROUP C.V., a Dutch 

limited partnership ("Assignee"). 

RECITALS 

WHEREAS, Backpage.com LLC, a Delaware limited liability company and a subsidiary 

of Assignor ("Backpage") and Assignor entered into an Intellectual Property License dated as of 

the date hereof (the "License Agreement"): 

WHEREAS, Assignor and Assignee are parties to a Purchase and Sale Agreement dated 

as of the date hereof (the "Purchase Agreement") pursuant to which Assignor is assigning and 

transferring all of its right title and interest in and to the License Agreement to Assignee. 

WHEREAS, this Assignment is entered into in furtherance of the purposes set forth in 

the Purchase Agreement; and 

WHEREAS, any capitalized terms not defined herein shall have the meaning given to 

them in the License; 

NOW, THEREFORE, in consideration of the recitals, the mutual promises contained in 

this Assignment and the Purchase Agreement, and for other good and valuable consideration, the 

parties hereby agree as follows: 

1. Assignment of Intellectual Propertv. Assignor hereby sells, conveys, transfers 

and assigns to Assignee all of Assignor's right, title and interest in and to the License. 

2. Representations and Warranties. Assignor makes no representations and 

warranties regarding the License Agreement other than those set forth in Article II of the 

Purchase Agreement. 

3. Miscellaneous. 

(a) Successors and Assigns. This Assignment and all the provisions hereof 

shall be binding upon and inure to the benefit of the parties and their respective successors and 

permitted assigns. 

(b) Severability and Further Assurances. If any provision of this Assignment 

is held invalid, the remainder of the Assignment shall not be affected thereby. The parties agree 

to execute and deliver such documents, agreements and other writings and take such other 

actions as may be necessary or desirable in order to expeditiously consummate or implement the 

transactions contemplated in this Assignment. 

QB\34753092.2 

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(c) Waiver. The failure of either party to insist, in any one or more instances, 

upon performance of any of the terms or conditions of this Assignment, shall not be construed as 

a waiver or relinquishment of any rights granted hereunder. 

(d) Governing Law. This Assignment shall be governed, construed and 

enforced in accordance with the internal laws of the State of Delaware, without regard to conflict 

of law principles, as to all matters including, without limitation, matters of validity, construction, 

effect, performance and remedies. 

[Signature appears on following page.] 

QB\34753092.2 -2 

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IN WITNESS WHEREOF the parties have caused this Assignment to be executed as of 

the Effective Date by their duly authorized representatives or agents. 

ASSIGNOR: ASSIGNEE: 

VERMILLION HOLDINGS, LLC, a UGC TECH GROUP C.V., a Dutch limited 

Delaware limited liaj^lity company partnership 

By: CF Holdings GP LLC, its sole general 

partner 

By: 

Name: Carl A. Ferrer 

Title Chief Executive Officer 

Name: Joh: 

Title President 

[Signature Page - General Assignment of Intellectual Property] 

QB\34753092.2 

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IN WITNESS WHEREOF the parties have caused this Assignment to be executed as of 

the Effective Date by their duly authorized representatives or agents. 

ASSIGNOR: 

VERMILLION HOLDINGS, LLC, a 

Delaware limited liability company 

ASSIGNEE: 

UGC TECH GROUP C.V., a Dutch limited 

partnership 

By: 

Name: John E. Brunst 

Title President 

By: CF Holdings GP LLC, its sole general 

partner 

By: 

Name: Carl A. Ferrer 

Title Chief Executive Officer 

[Signature Page - General Assignment of Intellectual Property] 

QB\34753092.2 

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