ICANN | Unsponsored TLD Agreement: Appendix W (.info)
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Unsponsored TLD Agreement: Appendix W (.info)

(26 April 2001)


Additional Covenants of Afilias

1. Ownership Structure

1.1. General Information. Afilias Limited ("Afilias") is a company limited by shares incorporated under the laws of Ireland. Afilias is owned by eighteen ICANN accredited domain name registrars. The eighteen current Class A shareholders (collectively, the "Founding Owners") are:

1stdomain.Net, A Division Of G+D International, LLC
CORE (Internet Council Of Registrars)
Corporate Domains, Inc.
Domain Bank, Inc.
Domaininfo AB
Domainpeople, Inc.
Domain Registration Services, Inc.
EPAG Enter-Price Multimedia AG
Global Media Online, Inc.
Netnames International, Ltd.
Network Solutions, Inc. Registrar Operations
Polar Software, Ltd.
PSI-USA, Inc.
Register.com
Schlund + Partner AG
Sitename.com, LLC
Speednames, Inc.
Tucows, Inc.

1.2. Share Ownership Limitation. During the first two (2) years after the Effective Date, no corporation, legal person or affiliated group of corporations or legal persons will own, directly or indirectly, in excess of 33.33% of all shares issued and outstanding of Afilias without ICANN's consent, which will not be unreasonably withheld or delayed.

1.3. Voting Control. During the Term of this Agreement, no ICANN-Accredited Registrar, Registry Operator designated by ICANN or any affiliate of either of them will have, directly or indirectly, in excess of 11.2% voting control over Afilias.

2. Class B Membership

During the Term of this Agreement, Afilias shall provide a Subscription Program whereby ICANN-Accredited Registrars registering domain names in the Registry TLD will be afforded the opportunity to purchase Class B shares of Afilias.

Purchase of Class B Shares: ICANN-Accredited Registrars may purchase Class B shares of Afilias. On about the 210th day after the date of the commencement of the Land Rush Period, and on every anniversary thereafter (each such date, a "Subscription Date") the Afilias Board shall establish a subscription program (each such program, a "Subscription Program") for all ICANN-Accredited Registrars that are active and operational as of the Subscription Date and have made at least one hundred registrations with the .info registry (the "Registry"). The Founding Owners may not participate in the first such Subscription Program, but may participate thereafter in accordance with the provisions of this Agreement and such Subscription Program. The Subscription Programs will permit such ICANN-Accredited Registrars to purchase Class B shares of Afilias, subject to applicable laws and the following criteria:

(a) the ICANN-Accredited Registrar must not be in violation of its Registry-Registrar Agreement with Afilias, or of its Registrar Accreditation Agreement with ICANN;

(b) the Afilias Board shall determine the total number of Class B shares being offered in a Subscription Program as well as the other terms and conditions of the Subscription Program and, in each Subscription Program, (i) no purchaser will be permitted to purchase Class B shares representing more than 5% of the total number of shares outstanding on a fully diluted basis, (ii) no purchaser will be permitted to purchase an amount of Class B shares that would result in such purchaser owning a number of Class B shares representing more than 5% of the total number of shares outstanding on a fully diluted basis, and (iii) each purchaser must purchase Class B shares having a value of at least US $20,000; and

(c) the subscription price for each Class B share will be the fair market value of such shares, as determined by an independent third party selected by the Board and approved by a vote of a majority in interest of the shareholders.

3. Insurance

Afilias shall acquire, prior to the Effective Date, at least US $10,000,000 in comprehensive general liability insurance from a reputable insurance provider with an A.M. Best rating of "A" or better and shall maintain insurance meeting these requirements throughout the Term of this Agreement.

4. Rebate Program

For each fiscal year of Afilias (the "Rebate Period") during the Term of this Agreement, Afilias shall make a rebate to each registrar accredited by ICANN that is also a party to a Registry-Registrar Agreement with Afilias (each an "Eligible Registrar") that made at least one initial or renewal domain-name registration in the Registry TLD or became the sponsoring registrar for at least one domain name in the Registry TLD as a result of a registrar transfer, during the Rebate Period. The total amount of the rebate for each Rebate Period shall be the greater of (a) 25% of Afilias' cash on hand at the end of the Rebate Period, less allocations for operating expenses (for purposes of this calculation, the allocation for operating expenses shall equal the balance of unearned income on Afilias' balance sheet as of the end of the applicable Rebate Period, less prepaid expenses as of such date) and (b) one-third of the total amount of dividends made to Afilias shareholders with respect to such Rebate Period (either amount, the "Cash Share"). The Cash Share will be distributed no later than 120 days after the end of the Rebate Period and shall be distributed to Eligible Registrars pro rata according to the total domain years registered (initial and renewal registrations) by each ICANN-Accredited Registrar in the Registry during the Rebate Period.

5. Limitations on Merger, Consolidation or Reorganization

During the Term of this Agreement, Afilias shall not: (a) merge, consolidate or otherwise reorganize into or with a Registry Operator for a TLD which has more than 10,000,000 Registered Names under management, or any of its affiliates; or (b) sell or otherwise transfer all of its assets or stock to a Registry Operator for a TLD which has more than 10,000,000 Registered Names under management, or any of its affiliates. Afilias may merge, consolidate or otherwise reorganize into or with (a) a Registry Operator which has less than 10,000,000 Registered Names under management, or (b) a domain name registrar, only upon the express written consent of ICANN, which consent may not be unreasonably withheld or delayed. In considering whether to give consent, ICANN may consider Concepts 2, 4 and 5 of Appendix U to this Agreement.

6. Funding Commitment

Afilias shall ensure that it obtains a minimum of US $4,790,000 in funding. At least US $1,700,000 of such minimum amount shall be obtained prior to the Effective Date of this Agreement, and the balance shall be obtained no later than seventy-five (75) days following such Effective Date. Such funds will be restricted solely for Afilias' activities in establishing and operating the TLD Registry through the date that is one year following the Commencement-of-Service Date.

7. Cooperative Marketing Campaign

Afilias shall initially allocate a minimum of US $6,000,000 for cooperative marketing expenses. Such funds will be restricted solely for Afilias' activities in marketing the Registry TLD.

Afilias shall develop a cooperative marketing campaign for ICANN-Accredited Registrars that are parties to Registry-Registrar Agreements with Afilias. Under this campaign, for every dollar (US $1) spent by an Eligible Registrar, Afilias shall provide a matching contribution of fifty cents (US $0.50), provided that no individual Eligible Registrar may receive more than 10% of the amount allocated by Afilias for that year's cooperative marketing campaign.

At least US $1,000,000 of the US $6,000,000 initially allocated for cooperative marketing expenses shall be allocated for the cooperative marketing campaign during the first year after the Commencement-of-Service Date. After the first year, the remainder of the US $6,000,000 will be utilized for cooperative marketing unless Afilias determines that these funds should be reallocated based on the experience of the first year's cooperative marketing campaign. The reallocation of these funds will be subject to ICANN consent, which consent may not be unreasonably withheld or delayed.


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