Amendment No. 3 to the .PRO Registry Agreement

The Internet Corporation for Assigned Names and Numbers and Afilias Limited agree, effective as of ______________________________________ (“Amendment Effective Date”), that the following modification is made to the 22 April 2010 .PRO Registry Agreement:

I. The Parties agree to the following modifications to Section 7.1 of the Agreement:

1. Deleting Section 7.1(c), which currently reads:

“7.1(c) Restrictions on Acquisition of Ownership or Controlling Interest in Registrar. Registry Operator shall not acquire, directly or indirectly, control of, or a greater than fifteen percent ownership interest in, any ICANN-accredited registrar; provided, however that any ownership or controlling interest in any ICANN-accredited registrar as of the date of this Agreement held by Registry Operator or any of its affiliates shall not be in violation of this Section.”

2. Amending Section 7.1(b) to read:

“7.1(b) Registry Operator Shall Not Act as Own Registrar. Registry Operator shall not act as a registrar with respect to the TLD. This shall not preclude Registry Operator from registering names within the TLD to itself through a request made to an ICANN-accredited registrar or from becoming an Affiliate of or reseller for an ICANN-accredited registrar.”

3. Adding new Sections 7.1(c), 7.1(d), and 7(e) to read as follows:

"7.1(c) If Registry Operator (i) becomes an Affiliate or reseller of an ICANN accredited registrar, or (ii) subcontracts the provision of any Registry Services to an ICANN accredited registrar, registrar reseller or any of their respective Affiliates, then, in either such case of (i) or (ii) above, Registry Operator will give ICANN prompt notice of the contract, transaction or other arrangement that resulted in such affiliation, reseller relationship or subcontract, as applicable, including, if requested by ICANN, copies of any contract relating thereto; provided, that ICANN will not disclose such contracts to any third party other than relevant competition authorities. ICANN reserves the right, but not the obligation, to refer any such contract, transaction or other arrangement to relevant competition authorities in the event that ICANN determines that such contract, transaction or other arrangement might raise competition issues.

7.1(d) For the purposes of this Agreement: (i) "Affiliate" means a person or entity that, directly or indirectly, through one or more intermediaries, or in combination with one or more other persons or entities, controls, is controlled by, or is under common control with, the person or entity specified, and (ii) "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of securities, as trustee or executor, by serving as an employee or a member of a board of directors or equivalent governing body, by contract, by credit arrangement or otherwise."

4. Adding Section 7.1(e) to read:

"In connection with the operation of the registry for the TLD, Registry Operator shall comply with the Registry Code of Conduct as set forth in Appendix 12."

II. The Parties agree that Appendix 12 to the Agreement is hereby added in its entirety in the form attached hereto.

The parties have duly executed this Amendment as of the date associated with that party’s signature first written below.

THE INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS	AFILIAS LIMITED
By:____________________________	By:_____________________________
Name: Akram Atallah	Name: Tom Wade
Title: President, Global Domains Division	Title: Chief Financial Officer
Date:___________________________	Date:____________________________