Unsponsored TLD Agreement: Appendix W (.pro)

Unsponsored TLD Agreement: Appendix W (.pro)
Posted: 4 March 2002

Additional Covenants of RegistryPro

1. Ownership Structure

As of the Effective Date, RegistryPro, Inc. ("Registry Operator"), is incorporated in the state of Delaware, USA. The shareholders of the Registry Operator are Register.com, Inc., a Delaware, USA, corporation, and Virtual Internet, PLC, a United Kingdom private limited company. The corporate structure and ownership levels of Registry Operator are subject to change in the course of Registry Operator's business. Any change of the ownership structure shall be in conformance with Section 3 below.

2. Insurance

Registry Operator shall acquire, prior to the Effective Date, at least US $10,000,00 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.

3. Limitation on Merger, Consolidation or Reorganization

During the Term of this Agreement, Registry Operator shall not: (1) merge, consolidate or otherwise reorganize into or with a Registry Operator for a TLD that has more than 10,000,000 Registered Names under management, or any of its affiliates; or (2) sell or otherwise transfer all of its assets or stock to a Registry Operator for a TLD that has more than 10,000,000 Registered Names under management, or any of its affiliates. Registry Operator may merge, consolidate or otherwise reorganize into or with a (1) Registry Operator that has less than 10,000,000 Registered Names under management, or (2) 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 3, 5 and 6 in Appendix U to this Agreement.

4. Funding and Marketing Commitment

As of the Effective Date, Registry Operator has a commitment from Register.com, Inc. to provide US $8,500,000 in funding and other, non-cash contributions solely for Registry Operator's activities in establishing, operating, and marketing the Registry TLD through the date that is one year following the Commencement-of-Service Date (the "Commitment"). The Commitment may be satisfied (in addition to funding or contributions directly provided by Register.com or Virtual Internet plc) in whole or in part by funding or contributions received by RegistryPro during the one-year period from third parties not affiliated with RegistryPro on the Effective Date. On or before the Effective Date, Registry Operator will provide to ICANN written evidence of the Commitment, in form reasonably acceptable to ICANN and Register.com, which shall be directly enforceable by ICANN and irrevocable by Register.com. The Commitment may provide that it has been partially satisfied through funding and contributions provided by Register.com and Virtual Internet prior to the Effective Date, in an amount reasonably acceptable to ICANN on the Effective Date.

Page Updated 27-Apr-2002

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