S-1

As filed with the Securities and Exchange Commission on May 12, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Go Daddy Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7372	86-1047155
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

14455 N. Hayden Road, Suite 219

Scottsdale, Arizona 85260

(480) 505-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bob Parsons

Founder, Chairman and Chief Executive Officer

The Go Daddy Group, Inc.

14455 N. Hayden Road, Suite 219

Scottsdale, Arizona 85260

(480) 505-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey D. Saper		Laird H. Simons, III
Caine T. Moss	Christine N. Jones	Thomas J. Hall
Wilson Sonsini Goodrich & Rosati	General Counsel	Fenwick & West LLP
Professional Corporation	The Go Daddy Group, Inc.	Silicon Valley Center
650 Page Mill Road	14455 N. Hayden Road, Suite 219	801 California Street
Palo Alto, California 94304	Scottsdale, Arizona 85260	Mountain View, California 94041
(650) 493-9300	(480) 505-8800	(650) 988-8500

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:    o                         

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                         

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                         

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                         

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to Be Registered	Offering Price (1)(2)	Fee
Class A Common Stock, $0.001 par value per share	$ 200,000,000	$ 21,400

(1)	Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Includes shares the underwriters have the option to purchase to cover over-allotments, if any.

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

(Subject to Completion) Issued May 12, 2006

Shares

Class A Common Stock

This is the initial public offering of The Go Daddy Group, Inc. Class A common stock. We are selling                      shares of our Class A common stock, and the selling stockholders, both of whom are members of our senior management, are selling                      shares of our Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. No public market currently exists for our shares. We anticipate that the initial public offering price will be between $          and $           per share.

We have applied to have our Class A common stock approved for quotation on the Nasdaq National Market under the symbol “DADY.”

We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to two votes per share and is convertible at any time at the option of the holder into one share of Class A common stock. All Class B common stock is currently beneficially owned by Bob Parsons, our founder, chairman and chief executive officer.

Investing in our Class A common stock involves risks.

See “Risk Factors” beginning on page 8 of this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to Go Daddy	$	$
Proceeds, before expenses, to the selling stockholders	$	$

Bob Parsons has also granted the underwriters the right to purchase up to an additional                      shares of Class A common stock to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect delivery of the shares to the underwriters on or about                     , 2006.

Lehman Brothers Merrill Lynch & Co.

UBS Investment Bank

Cowen and Company Piper Jaffray JMP Securities

                        , 2006

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	8
Special Note Regarding Forward-Looking Statements and Industry Data	28
Use of Proceeds	29
Dividend Policy	29
Capitalization	30
Dilution	31
Selected Consolidated Financial and Operating Data	33
Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Business	50
Management	64
Certain Relationships and Related Party Transactions	75
Principal and Selling Stockholders	77
Description of Capital Stock	79
Shares Eligible For Future Sale	83
Underwriting	85
Legal Matters	89
Experts	89
Where You Can Find Additional Information	89
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 3.3
EXHIBIT 3.4
EXHIBIT 5.1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6A
EXHIBIT 10.6B
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 10.9
EXHIBIT 10.10
EXHIBIT 10.11
EXHIBIT 10.12
EXHIBIT 10.13
EXHIBIT 10.14
EXHIBIT 10.15
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 21.1
EXHIBIT 23.1

      You should rely only on the information contained in this prospectus. Neither we nor the selling stockholders or any of the underwriters have authorized anyone to provide you with information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

      For investors outside the United States: Neither we nor the selling stockholders or any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

      Until and including                     , 2006 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our Class A common stock. Before deciding to invest in shares of our Class A common stock, you should read the entire prospectus carefully, including our consolidated financial statements and related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.

The Go Daddy Group, Inc.

      Go Daddy is a leading provider of services that enable individuals and businesses to establish, maintain and evolve an online presence. We provide a variety of domain name registration and website hosting services as well as a broad array of on-demand and other services. We are the world’s largest domain name registrar, with approximately 13.6 million domain names under management as of April 30, 2006, and North America’s largest shared website hosting provider. During the final six months of 2005, we registered approximately one-third of all domain names registered in the top five generic top-level domains, or gTLDs — .com, .net, .org, .biz and .info. Our domain name registration services act as a gateway product for our other services which include website hosting and creation tools, ecommerce and security solutions and productivity and marketing tools. Our services can be purchased independently or as bundled suites of offerings targeted to meet the specific needs of our customers, and we market these services both at the initial point of purchase as well as throughout the customer lifecycle. We have developed substantially all of our service offerings internally and believe our suite of services is best-of-breed in the industry in terms of comprehensiveness, performance, functionality and ease of use. We seek to strengthen customer relationships by providing what we believe are the highest levels of customer care and support in the industry.

      We generate revenue from sales made directly to customers through our primary website, www.GoDaddy.com, and through our customer care center, as well as indirectly through our large network of resellers. As of December 31, 2005, we had approximately 2.4 million customers under contract. Our business model is characterized by non-refundable, up-front payments, which lead to recurring revenue and positive operating cash flow. Our company was founded in January 1997 and has experienced rapid growth in recent periods. In 2005, we generated $139.8 million of revenue, an increase of 92% over 2004, and in 2004 we generated $73.0 million of revenue, an increase of 86% over 2003.

Market Opportunity

      We believe there is significant growth potential in our current and future markets as a result of the continued growth in Internet users and usage, the increasing benefits to individuals and businesses from establishing an online presence, and the relatively small percentage of Internet users who have registered a domain name. The number of Internet users worldwide was estimated to be 1.2 billion in 2005, and is estimated to grow to approximately 2.2 billion in 2010, while only approximately 94 million domain names were registered worldwide as of December 31, 2005. Additionally, while most large corporations are already operating online, many small businesses have yet to establish a presence online, and even fewer transact with their customers online.

      The dynamic nature of the Internet, including the proliferation of content, ecommerce and applications online as well as the continued advancement of its related technologies, create a number of challenges for individuals and businesses seeking to establish, maintain and evolve an online presence, or an electronic “address” on the Internet. Many lack the technical knowledge and skills necessary to complete this process, and attempting to do so is frequently time-consuming and expensive, often requiring consultation with numerous online and offline resources and procurement of software and services from a variety of vendors.

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Our Solution

      We are a leading provider of services that enable individuals and businesses to establish, maintain and evolve an online presence quickly and easily. Key elements of our solution include:

•  “One-stop shop” for establishing and maintaining an online presence. We provide customers a single location where they can register domain names, purchase the services and functionality necessary to establish, maintain and update an online presence, and access comprehensive technical support.

•  Value-oriented services, features and functionality focused on customer needs. Our corporate philosophy is to offer our customers competitively priced, value-oriented services that directly address their evolving needs. We actively monitor trends in customer usage and market demand in order to develop services that anticipate and respond to these customer needs. We believe our customer-focused approach enhances our customers’ satisfaction with us and engenders a high degree of loyalty within our customer base.

•  Focus on customer care and advice. Our professionally trained customer care representatives provide technical assistance and also operate as “business consultants,” advising customers of additional services that best suit their individual needs. In addition, our easy-to-use website contains extensive educational content designed to demystify the process of establishing an online presence and to assist customers in choosing the services that best meet their needs.

•  High level of system reliability and security. Our technology infrastructure incorporates hardware, software and services from leading suppliers and is designed to handle large and expanding volumes of domain name registrations, website hosting accounts and traffic on our own and our customers’ websites in an efficient, scalable and fault-tolerant manner.

Our Competitive Strengths

      Our competitive strengths include the following:

•  Market leadership position. Our leading market positions in total domain names under registration, new domain name registrations, and website hosting provide us with a number of competitive advantages. We benefit from increased revenue opportunities through sales of additional services to our existing customer base, and from reduced customer acquisition costs as a result of the large number of referrals we receive from our customers. In addition, we benefit from economies of scale and are able to allocate research and development, advertising and various other costs across a large customer base.

•  Active customer relationship management and lifecycle marketing. We actively market additional services both at the time of a customer’s initial purchase and throughout the customer lifecycle through our email, telephone, direct mail and other targeted marketing campaigns. Our high level of customer service affords us many opportunities to sell customers additional higher-margin services and enhances our customer retention rates.

•  Strong brand recognition. As a result of our strong brand recognition, we attract a large number of potential customers directly to our website, thus reducing our customer acquisition costs and enhancing revenue growth. Additionally, our broad base of registered domain name customers serves as an effective marketing channel for our services, providing us with follow-on sales opportunities and new sales through word-of-mouth referrals.

•  Leading proprietary technology. We have invested significant resources in the internal development of services we offer to our customers. In-house development of our technology enables flexibility in marketing and pricing and reduces our licensing costs, thereby improving our margins. Our internal development also enables us to offer a set of services that are fully integrated and easy to use and support.

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Our Growth Strategy

      We believe there is significant growth potential in our current and future markets, and we intend to achieve further growth by pursuing the following key strategies:

•  continue to grow our customer base;

•  sell additional services to customers;

•  continue to expand and enhance our service offerings;

•  strengthen our customer relationships; and

•  pursue acquisitions and expand our international presence.

Risk Factors

      We are subject to a number of risks and uncertainties that could materially harm our business or inhibit our strategic plans. Before investing in our Class A common stock, you should carefully consider the following:

•  we have a history of losses and may not be able to operate profitably or sustain positive cash flow in future periods;

•  we must further develop our brand recognition and market our services in a cost-effective manner in order to successfully grow our business;

•  we face competition in our markets and we expect this competition to intensify;

•  our strategy of offering our customers an array of on-demand and other services beyond our core domain name registration and website hosting services is still relatively unproven;

•  changes in the regulation and oversight of the domain name registration system, including increases in the prices that registrars must pay to registries for domain names, could significantly affect our business model; and

•  the other factors described in the section entitled “Risk Factors” starting on page 8, and other information provided throughout this prospectus.

Reincorporation and Dual-Class Structure

      In connection with this offering, we are reincorporating in Delaware and are converting from a subchapter S corporation into a subchapter C corporation. Relating to this reincorporation, we are adopting a dual-class common stock structure through the authorization of a new class of common stock. Each share of Class B common stock will have two votes per share, will be convertible into one share of Class A common stock at any time, and will otherwise be identical to our Class A common stock. Bob Parsons, our founder, chairman and chief executive officer, beneficially owns 100% of our outstanding common stock prior to this offering and will hold all shares of Class B common stock, representing      % of the combined voting power of our Class A and Class B common stock, immediately following the completion of this offering. Only our Class A common stock will be listed for trading on the Nasdaq National Market following this offering. For a further description of our dual-class structure, see “Description of Capital Stock.”

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Corporate Information

      Our principal executive offices are located at 14455 N. Hayden Road, Scottsdale, Arizona 85260 and our telephone number is (480) 505-8800. Our primary website address is www.GoDaddy.com. The information on, or that can be accessed through, this or our other websites is not part of this prospectus.

      Except where the context requires otherwise, “Go Daddy,” “we,” “us” and “our” refer to The Go Daddy Group, Inc., and its wholly-owned subsidiaries. Go Daddy, our logo, Website Tonight, Quick Shopping Cart, Traffic Blazer, TheDomainNameAfterMarket and Wild West Domains are registered trademarks of Go Daddy. This prospectus also includes other trademarks of ours and other persons.

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THE OFFERING

Shares of common stock offered:
Class A common stock offered by us	shares
Class A common stock offered by the selling stockholders	shares
Total	shares
Shares of common stock to be outstanding after this offering:
Class A common stock to be outstanding after this offering	shares
Class B common stock to be outstanding after this offering	shares
Total	shares
Use of proceeds	We plan to use the net proceeds received by us from this offering for the repayment of approximately $7.0 million in indebtedness, and for working capital and other general corporate purposes, including expansion of our customer care and support and research and development organizations, further development and expansion of our service offerings, capital expenditures, including those relating to further build-out of our data center, and possible acquisitions of complementary businesses, technologies or other assets. Two members of our senior management are selling shares in this offering. We will not receive any of the proceeds from the sale of these shares. See “Use of Proceeds.”
Proposed Nasdaq National Market symbol	“DADY”

      The number of shares of common stock that will be outstanding after this offering is based on the 36,601,656 shares outstanding at December 31, 2005, and excludes shares of Class A common stock reserved for issuance under our option plans, of which 6,342,900 shares were subject to outstanding options at a weighted average exercise price of $1.93 per share at December 31, 2005.

      Unless otherwise indicated, all information in this prospectus assumes:

•  our reincorporation, and in connection therewith, the exchange by Bob Parsons of all outstanding shares of our common stock for shares of Class B common stock, and the exchange of all outstanding options to purchase common stock for options to purchase shares of Class A common stock;

•  the exercise by Barbara J. Rechterman, our Executive Vice President and Chief Marketing Officer, of options to purchase                 shares of Class A common stock upon the commencement of trading of our shares in connection with this offering, all of which shares will be sold in this offering; and

•  no exercise by the underwriters of their option to purchase up to                shares of Class A common stock from Bob Parsons, to cover over-allotments.

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SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

      We present below summary consolidated financial data and operating data. The consolidated statement of operations and statement of cash flows data for the years ended December 31, 2003, 2004 and 2005 and the consolidated balance sheet data as of December 31, 2004 and 2005 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the year ended December 31, 2002 and consolidated balance sheet data as of December 31, 2003 have been derived from our audited consolidated financial statements that are not included in this prospectus. You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, each included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

      We are a subchapter S corporation and therefore we have not reflected deferred taxes in our consolidated financial statements. We are not required to pay corporate federal and state income taxes until the revocation of our subchapter S corporation status. The statement of operations data do not include a pro forma adjustment for income taxes, calculated in accordance with SFAS No. 109, Accounting for Income Taxes, that would have been recorded if we were a subchapter C corporation, because we would have provided a full valuation allowance on our net deferred tax assets and as such no income tax provision would be recorded.

			Year Ended December 31,
			2002			2003			2004			2005
			(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue:
	Domain name registration		$	10,615		$	26,786		$	48,008		$	84,511
	Website hosting			4,504			8,574			14,915			30,551
	On-demand services and other revenue			1,472			3,922			10,039			24,696
		Total revenue		16,591			39,282			72,962			139,758
Operating expenses:
	Cost of revenue(1)			7,876			19,855			38,596			70,540
	Research and development			752			3,513			5,348			9,705
	Marketing and advertising			1,396			1,196			4,298			15,239
	Selling, general and administrative			8,100			14,162			25,743			50,373
	Depreciation and amortization			485			1,384			2,780			7,784
		Total operating expenses		18,609			40,110			76,765			153,641
Loss from operations				(2,018	)		(828	)		(3,803	)		(13,883	)
Other income (expense):
	Interest income (expense), net			25			54			112			(5	)
	Other income			117			—			—			2,283
Net loss			$	(1,876	)	$	(774	)	$	(3,691	)	$	(11,605	)
Basic and diluted net loss per share			$	(0.05	)	$	(0.02	)	$	(0.10	)	$	(0.32	)
Shares used to compute basic and diluted net loss per share				36,601,656			36,601,656			36,601,656			36,601,656

(1)  Excluding depreciation and amortization, which is shown separately.

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     The pro forma balance sheet data give effect to aggregate distributions of $3.8 million to be paid in 2006 to our sole stockholder and the exercise of stock options by a selling stockholder in order to sell shares in this offering. The pro forma as adjusted balance sheet data also give effect to our receipt of the net proceeds from the sale of               shares of Class A common stock offered by us at an assumed initial public offering price of $               per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of proceeds from this offering to repay approximately $7.0 million of outstanding debt.

	As of December 31, 2005
						Pro Forma
	Actual			Pro Forma		As Adjusted
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	13,599		$		$
Working capital (deficit)		(37,986	)
Total assets		124,192
Deferred revenue		129,764			129,764		129,764
Total long-term debt, including current portion		7,043			7,043		—
Total stockholders’ equity (deficit)		(30,186	)

Other Data:

		Year Ended December 31,
		2003		2004		2005
		(In thousands)
Consolidated Statement of Cash Flows Data:
	Net cash provided by operating activities	$	7,656	$	15,450	$	30,637

		As of December 31,
		2003		2004		2005
		(In thousands)
Consolidated Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	4,276	$	8,821	$	13,599
	Deferred revenue	$	37,328	$	71,213	$	129,764
Customer Data (Unaudited):
	Total domain names under management		3,855		6,956		11,344
	Total customers under contract		973		1,540		2,424

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RISK FACTORS

      This offering and an investment in our Class A common stock involve a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our Class A common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline and you could lose part or even all of your investment.

Risks Related to our Business

We have a history of losses and may not be able to operate profitably or sustain positive cash flow in future periods.

      We have had a net loss in every year since inception. In 2005, we had a net loss of approximately $11.6 million, and we have budgeted for increases in all operating expense categories in 2006 including significantly increased costs related to becoming a public reporting company. As a result, becoming profitable will depend in large part on our ability to generate and sustain substantially increased revenue levels in future periods. We are paid up-front for substantially all of our services, which enables us to generate positive cash flow. However, we typically recognize revenue and cost of revenue from each customer contract over the term of the relevant service offering, while we recognize most of our other operating expenses in the period in which they were incurred. Thus, we have to generate significant sales activity in order to achieve profitability on a basis consistent with U.S. generally accepted accounting principles, or GAAP. Accordingly, we may not be able to operate profitably, or sustain positive cash flow, in the future on a quarterly or annual basis.

Our quarterly and annual operating results may fluctuate or deteriorate, which could adversely affect the trading price of our Class A common stock.

      Our quarterly and annual operating results may fluctuate, or be adversely affected, as a result of a variety of factors, many of which are outside of our control. These include:

•  concentrated expenditures for advertising, such as our Super Bowl advertisements in the first quarter of each of 2005 and 2006;

•  concentrated capital expenditures in any particular period to support our growth or for other reasons;

•  increased research and development expenses relating to the development of new services resulting from our decision to move into new markets;

•  lower than anticipated levels of traffic to our primary website or reduced rates at which we convert this traffic into customers;

•  reductions in the number of domain names under registration or in the rate at which this number grows, due to slow growth or contraction in our markets, lower renewal rates, or other factors;

•  the mix of services sold in a particular period between our core domain name registration services and our other higher-margin services;

•  reductions in the percentage of our domain name customers who purchase additional services from us;

•  changes in our pricing policies or those of our competitors, changes in domain name registration fees charged to us by Internet registries or the Internet Corporation for Assigned Names and Numbers, or ICANN, or other competitive pressures on our prices;

•  the timing and success of new services and technology enhancements introduced by our competitors, including free or low-priced promotional offers, which could impact both new customer growth and renewal rates;

•  the entry of new competitors in our markets;

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•  technical difficulties or other factors that result in system downtime;

•  federal, state or foreign regulation affecting our business; and

•  weakness or uncertainty in general economic or industry conditions.

      It is possible that in one or more future quarters, due to any of the factors listed above, a combination of those factors or other reasons, our operating results may be below our expectations and the expectations of public market analysts and investors. In that event, the price of our shares of Class A common stock could decline substantially.

      In addition, in the past two years, we have experienced a substantial increase in the number of new customers who register domain names with us in our first fiscal quarter due to several factors, including the effects of our Super Bowl advertising and post-holiday consumer spending patterns. A significant spike in our operating expenses has occurred during the first quarter of each of 2005 and 2006 due to our Super Bowl advertising. These patterns could have an adverse impact on the trading price of our Class A common stock to the extent that they do not occur as expected, thus making it more difficult to predict our financial results in future periods.

We may not be able to grow our business unless we further develop our brand recognition and market our services in a cost-effective manner.

      A growing number of companies offer services that compete with ours. We believe that developing and maintaining our distinctive brand image are critical to attracting additional customers. Accordingly, we intend to continue pursuing an aggressive brand enhancement strategy consisting primarily of online and offline marketing initiatives. Some of our initiatives, such as our television advertisements, are expensive. If these sales and marketing expenditures do not result in increased revenue sufficient to offset these expenses, our business and operating results would be harmed. In addition, some of our advertisements, radio shows and marketing efforts have tended to be controversial, and our brand may be harmed if these advertisements are not well received in the marketplace.

      We use a variety of marketing channels to promote the Go Daddy brand, including online paid search, television, radio and print advertising. If one or more of these channels, such as online keyword search, become unavailable to us because the costs of advertising become prohibitively expensive or for other reasons, we may become unable to promote our brand effectively, which could harm our ability to grow our business.

      If visitors to our website do not perceive our existing services to be valuable to them, or if we alter or modify our brand image, introduce new services, enter into new business ventures that are not favorably received, or fail to maintain customer service levels, customer perception of our brand could be harmed. If the value of our brand is diminished as a result of any or all of these factors, our business would likely suffer.

We face severe competition in the domain name registration and web-based services markets, which we expect will continue to intensify, and we may not be able to maintain or improve our competitive position or market share.

      We face significant competition from existing registrars and from new registrars that continue to enter the market. As of May 1, 2006, ICANN had 667 registrars accredited to register domain names in one or more of the generic top-level domains, or gTLDs. There are relatively few barriers to entry in this market, so as this market continues to develop we expect the number of competitors to increase. The continued entry into the domain name registration market of competitive registrars and unaccredited entities that act as resellers for registrars, and the rapid growth of some competitive registrars and resellers that have already entered the market, may make it difficult for us to maintain our current market share.

      The market for web-based services is intensely competitive and rapidly evolving. We expect competition to increase from existing competitors as well as from new market entrants. Most of our existing competitors

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are expanding the variety of services that they offer. These competitors include, among others, domain name registrars, website design firms, website hosting companies, Internet service providers, Internet portals and search engine companies, including Google, Microsoft, Network Solutions, VeriSign and Yahoo! For a list of these competitors, see “Business — Competition.” Many of these competitors have greater resources, more brand recognition and consumer awareness, greater international scope and larger bases of customers than we do. As a result, we may not be able to compete successfully against them in future periods. This intense competition could also force us to enter into strategic partnering relationships with third parties and, to the extent we become reliant on these partners and these relationships are subsequently terminated, our revenue levels and operating results could be adversely affected.

      In particular, Microsoft, Google and Yahoo! have recently announced offerings or promotions that indicate that we may face greater competition from these companies in the future. Microsoft has recently announced Office Live, a product targeted at businesses with fewer than ten employees that, once generally available, will allow them to register a domain name and establish a website that Microsoft would host. Microsoft has also announced that it will offer a free basic version of Office Live, which will be advertising supported, and that, for a paid monthly subscription, it will offer an enhanced version, which will include additional features and services that are similar to many of our current service offerings. Microsoft has indicated that its Office Live product will be integrated with Microsoft Office and other Microsoft desktop applications run by many small businesses that have functionality not offered by any of our services. In addition, Google has recently announced its Google Page Creator product, which includes a website design tool together with free website hosting, as well as an online group calendaring product. Similarly, Yahoo!, through its Yahoo! Small Business portal, offers a number of web-based services, including website hosting, email, ecommerce and security services, that compete directly with many of our service offerings. Microsoft, Google and Yahoo!, as well as other large Internet companies, have the ability to offer these services for free or at a reduced price as part of a bundle with other service offerings. If these companies decide to devote greater resources to the development, promotion and sale of these new products and services, greater numbers of individuals and businesses may choose to use these competitors as their starting point for creating an online presence and as a general platform for running their online business operations. In addition, these and other large competitors, in an attempt to gain market share, may offer aggressive price discounts on the services they offer. These pricing pressures may require us to match these discounts in order to remain competitive, which would reduce our margins, or to lose customers altogether who decide to purchase the discounted service offerings of our competitors. As a result of these factors, in the future it may become increasingly difficult for us to compete successfully.

We may be required to reduce our selling prices in the future or may otherwise generate lower margins in our core businesses as a result of competitive pressures.

      Given the volatile nature of our industry, it is difficult to predict whether we will be able to maintain our average selling prices. We may be required, due to competitive pressures or otherwise, to reduce the prices we charge for our core domain name registration, website hosting and other services. If we reduce our prices, our margins would decline, which would adversely affect our operating results. This could be particularly severe in our largest business, domain name registrations, where margins are already low and increases in fees we must pay to registries or ICANN are likely to occur in future periods. In addition, we have a significant number of resellers of our services, and we generate lower margins through these transactions. To the extent that our reseller base continues to grow and these sales increase as a percentage of total revenue, our margin levels would decline.

      Our margins and revenue could also suffer if competitive pressures force us to alter our current arrangement with respect to advertising revenue we generate from “parked pages” — domain names we register that do not contain an active website. We currently do not share with the registered owners of the domain names on which these advertisements are served the revenue we receive from advertising on these parked pages. We expect revenue generated from advertising on parked pages to represent an increasing portion of total revenue in future periods. If over time we are forced to share this revenue from parked pages

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with the registered owners of the domain names, our margins on this revenue would suffer, which could harm our operating results.

If we are not successful in preserving our corporate culture and current levels of productivity as we grow, our business could be harmed.

      We believe that a key element of our corporate performance has been our corporate culture, which we believe fosters innovation, creativity and teamwork. As our organization grows and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture. If our growth adversely impacts our corporate culture, our business could be harmed.

      We have expanded our operations and our employee headcount significantly in recent periods and anticipate that further expansion will be required to realize our growth strategy. Our operations growth has placed significant demands on our management and other resources, which demands are likely to continue. To manage our future growth, we will need to attract, hire, retain and incentivize highly skilled and motivated officers, managers and employees. We will also need to improve existing systems and/or implement new infrastructure and systems relating to our operations and financial controls. In addition, we intend to continue to expand our operations by offering new and complementary services and by expanding our market presence through relationships with third parties. We may not be able to accomplish this expansion in a cost-effective or timely manner, or these efforts may not increase the overall market acceptance of our services. Expansion of our operations in this manner could also require significant additional expenditures and strain our management, financial and operational resources. If we are unable to successfully manage the growth we expect in our operations, we may be unable to execute our business model. This, in turn, could make us vulnerable to increased competitive pressures and harm our business.

If our customers do not renew their domain name registrations, or if they transfer their existing registrations to our competitors, and we fail to replace their business, our business would be adversely affected.

      Our success depends in large part on our customers’ renewals of their domain name registrations. Domain name registrations represented approximately 60% of total revenue in 2005, and our renewal rate in 2005 for domain name registrations was approximately 62%. If we are unable to maintain or increase our overall renewal rates for domain name registrations or if any decrease in our renewal rates is not more than offset by increases in new customer growth rates, our customer base and our revenue would likely decrease. This would also reduce the number of domain name customers to whom we could market our other higher-margin services, thereby further potentially impacting our revenue and profitability, driving up our customer acquisition costs and harming our operating results. Since our strategy is to expand the number of services we provide to our customers, any decline in renewals of domain name registrations not offset by new domain name registrations would likely have an adverse effect on our business and results of operations.

If our customers do not find our on-demand service offerings appealing, or if we fail to establish ourselves as a reliable source for these services, our revenue may fall below current levels and our margins would be adversely impacted.

      Our primary businesses, domain name registration and website hosting, together accounted for approximately 86% of total revenue during 2004 and 82% of total revenue during 2005. As competition in the domain name registration and website hosting markets continues to intensify, a key aspect of our strategy is to diversify our revenue base by offering our customers an array of other value-added, higher-margin services. This strategy is still relatively unproven, as these services only accounted for approximately 14% and 18% of total revenue during 2004 and 2005. If we introduce services that do not function properly due to flaws in design, operation or interoperability, that fail to meet the needs of our customers, or that our customers simply do not purchase, we will likely be unable to realize a return on our investment in the development of these failed service offerings, which could harm our operating results. In addition, if, over time, our customers elect not to purchase our other services altogether because they do not perceive them as valuable or

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because we have not sufficiently differentiated them from those offered by our competitors, our revenue may decline below current levels. In such an event, our margins would suffer significantly because our additional service offerings, such as email, our website design tool and Secure Sockets Layer, or SSL, certificates, generally have higher margins than our core businesses of domain name registrations and website hosting. Thus, if we experience difficulty selling value-added services in future periods, our ability to achieve and sustain profitability would be harmed.

Our international expansion exposes us to business risks that could limit the effectiveness of our growth strategy and cause our results of operations to suffer.

      Expansion into international markets is an important element of our growth strategy. Introducing and marketing our services internationally, developing direct and indirect international sales and support channels and managing foreign personnel and operations will require significant management attention and financial resources. We face a number of risks associated with expanding our business internationally that could negatively impact our results of operations, including:

•  management, communication and integration problems resulting from cultural differences and geographic dispersion;

•  compliance with foreign laws, including laws regarding liability of online service providers for activities of customers and more stringent laws in foreign jurisdictions relating to the privacy and protection of third-party data;

•  accreditation and other regulatory requirements to provide domain name registration, website hosting and other services in foreign jurisdictions;

•  competition from companies with international operations, including large international competitors and entrenched local companies;

•  to the extent we choose to make acquisitions to enable our international expansion efforts, the identification of suitable acquisition targets in the markets into which we want to expand;

•  difficulties in protecting intellectual property rights in international jurisdictions;

•  political and economic instability in some international markets;

•  sufficiency of qualified labor pools in various international markets;

•  currency fluctuations and exchange rates;

•  potentially adverse tax consequences or inability to realize tax benefits; and

•  the lower level of adoption of the Internet in many international markets.

      We may not succeed in our efforts to expand our international presence as a result of the factors described above or other factors which may have an adverse impact on our overall financial condition and results of operations.

Because we are required to recognize revenue for our services over the term of the applicable agreement, changes in our sales may not be immediately reflected in our operating results.

      We recognize revenue from our customers ratably over the respective terms of their agreements with us as required by GAAP. Typically, our domain name registration agreements have terms that range from one to ten years, and our website hosting agreements have month-to-month or annual terms. Accordingly, increases in sales during a particular period do not translate into immediate, proportional increases in our revenue during that period, and a substantial portion of the revenue that we recognize during a quarter is derived from deferred revenue from customer agreements that we entered into during previous quarters. As a result, we may not generate net earnings despite substantial sales activity during a particular period, since we are not allowed under GAAP to recognize all of the revenue from these sales immediately, and because we are required to reflect a significant portion of our related operating expenses in full during such period.

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Conversely the existence of substantial deferred revenue may prevent deteriorating sales activity from becoming immediately observable in our consolidated statement of operations.

      In addition, we may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall, and any significant shortfall in revenue relative to planned expenditures could negatively impact our business and results of operations.

System failures or capacity constraints could reduce or limit traffic on our websites and harm our business.

      We have experienced system failures or outages in the past, and will likely experience future system failures or outages that disrupt the operation of our websites and harm our business. Our revenue depends in large part on the volume of traffic to our websites and on the number of customers whose websites we host on our servers. Accordingly, the performance, reliability and availability of our websites, servers for our corporate operations and infrastructure are critical to our reputation and our ability to generate a high volume of traffic to our websites and to attract and retain customers.

      We are continually expanding and enhancing our website features, technology and network infrastructure, and other technologies to accommodate substantial increases in the volume of traffic on our websites, the number of customer websites we host and the overall size of our customer base. We may be unsuccessful in these efforts or we may be unable to project accurately the rate or timing of these increases. We cannot predict whether additional network capacity will be available from third-party suppliers as we require it. In addition, our network or our suppliers’ networks might be unable to achieve in a timely manner or maintain data transmission capacity sufficiently high to process orders or download data effectively in a timely manner, especially if the volume of our customer orders increases. Our failure, or our suppliers’ failure, to achieve or maintain high capacity data transmission could significantly reduce consumer demand for our services.

      Our computer hardware operations and backup systems are located in our facilities in the Phoenix, Arizona area. If these locations experienced a significant system failure or interruption, our business would be harmed. In particular, in 2006 we plan to open a new facility in Phoenix, Arizona to house some of our customer website hosting servers and servers for our corporate operations. If we experience system failures associated with opening this new facility, or thereafter, our website hosting operations could suffer, which, in turn, could harm our business.

      Our systems are also vulnerable to damage from fire, power loss, telecommunications failures, computer viruses, physical and electronic break-ins and similar events. The property and business interruption insurance we carry may not have coverage adequate to fully compensate us for losses that may occur.

If our security measures are breached and unauthorized access is obtained, existing and potential customers might not perceive our services as being secure and might terminate or fail to purchase our services.

      Our business involves the storage and transmission of personal information. If third parties succeed in penetrating our network security or otherwise misappropriate our customers’, or their customers’, personal or credit card information, we could be subject to liability. For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate personal information, suspend our website hosting operations or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or alleviate these problems. We may not be able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures and our reputation could be harmed and we could lose current and potential customers.

      These types of security breaches could result in claims against us for unauthorized purchases with credit card information, identity theft or other similar fraud claims as well as for other misuses of personal

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information, including for unauthorized marketing purposes, which could result in a material adverse effect on our business or financial condition. Moreover, these claims could cause us to incur penalties from credit card associations, including those resulting from our failure to adhere to industry data security standards, termination by credit card associations of our ability to accept credit card payments, litigation and adverse publicity, any of which could have a material adverse effect on our business and financial condition.

      In addition, the U.S. Federal Trade Commission and certain state agencies have investigated various Internet companies’ use of their customers’ personal information. The federal government has also enacted laws protecting the privacy of consumers’ nonpublic personal information. Our failure to comply with existing laws, including those of foreign countries, the adoption of new laws or regulations regarding the use of personal information that require us to change the way we conduct our business or an investigation of our privacy practices could increase the costs of operating our business.

Any future acquisitions could disrupt our business and harm our financial condition and results of operations.

      We may decide to acquire businesses, products or technologies in order to expand our addressable market. We have not made any large acquisitions to date, and therefore our ability to execute acquisitions successfully is unproven. Any acquisition could require significant capital outlays and could involve many risks, including, but not limited to, the following:

•  to the extent an acquired company has a different corporate culture from ours, we may have difficulty assimilating this organization, which could lead to morale issues, increased turnover and lower productivity than anticipated, and could also have a negative impact on the culture of our existing organization;

•  we may be required to record substantial accounting charges;

•  an acquisition may involve entry into geographic or business markets in which we have little or no prior experience;

•  integrating acquired business operations, systems, employees, services and technologies into our existing business, workforce and services could be complex, time-consuming and expensive;

•  an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

•  we may incur debt in order to fund an acquisition, or we may assume debt or other liabilities, including litigation risk, of the acquired company; and

•  we may have to issue equity securities to complete an acquisition, which would dilute our stockholders’ ownership position and could adversely affect the market price of our Class A common stock.

      Any of the foregoing or other factors could harm our ability to achieve anticipated levels of profitability from acquired businesses or to realize other anticipated benefits of acquisitions. We may not be able to identify or consummate any future acquisitions on favorable terms, or at all. If we do effect an acquisition, it is possible that the financial markets or investors will view the acquisition negatively. Even if we successfully complete an acquisition, it could adversely affect our business.

We could face liability, or our corporate image might be impaired, as a result of the activities of our customers or the content of their websites.

      Our role as a registrar of domain names and a provider of website hosting services may subject us to potential liability for illegal activities by our customers on their websites. We provide an automated service that enables users to register domain names and populate websites with content. We do not monitor or review the appropriateness of the domain names we register or the content of our customer websites, and we have no control over the activities in which our customers engage. While we have adopted policies regarding illegal

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use of our services by our customers and retain authority to terminate domain name registrations and to take down websites that violate these policies, customers could nonetheless engage in these activities.

      Several bodies of law may be deemed to apply to us with respect to various customer activities. Because we operate in a relatively new and rapidly evolving industry, and since this field is characterized by rapid changes in technology and in new and growing illegal activity by customers, these bodies of laws are constantly evolving. Some of the laws that apply to us with respect to customer activity include the following:

•  The Communications Decency Act, or CDA, generally exempts online service providers, such as Go Daddy, from liability for the activities of their customers unless the online service provider is participating in the illegal conduct. However, cases that are currently being litigated under the CDA, and cases that may be brought in the future, may expose us to liability in the future.

•  The Digital Millennium Copyright Act of 1998, or DMCA, provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. Under this statute, we generally are not liable for infringing content posted by third parties. However, if we receive a complaint from a copyright owner alleging infringement of its protected works by web pages for which we provide hosting services, and we fail to remove or block access to the allegedly infringing material, the owner may seek to impose liability on us for contributory or vicarious infringement.

      Although established statutory law and case law in these areas, to date, have generally shielded us from liability for customer activities, court rulings in pending or future litigation may serve to narrow the scope of protection afforded us under these laws. In addition, laws governing these activities are unsettled in many international jurisdictions, or may prove difficult or impossible for us to comply with in some international jurisdictions. Also, notwithstanding the exculpatory language of these bodies of law, we are frequently embroiled in complaints and lawsuits which, even if ultimately resolved in our favor, add cost to our doing business and may divert management’s time and attention. Finally, other existing bodies of law may be deemed to apply, including the criminal laws of various states, or new statutes or regulations may be adopted in the future, any of which could expose us to further liability and increase our costs of doing business.

We may face liability or become involved in disputes over registration of domain names and control over websites.

      As a domain name registrar, we regularly become involved in disputes over registration of domain names. Most of these disputes arise as a result of a third party registering a domain name that is identical or similar to another party’s trademark or the name of a living person. These disputes are typically resolved through either the Uniform Domain Name Dispute Resolution Policy, or the UDRP, ICANN’s administrative process for domain name dispute resolution, or less frequently through litigation under the Anticybersquatting Consumer Protect Act, or the ACPA, or under general theories of trademark infringement or dilution. The UDRP generally does not impose liability on registrars, and the ACPA provides that registrars may not be held liable for registering or maintaining a domain name absent a showing of bad faith intent or reckless disregard of a court order by the registrar. However, we may face liability if we fail to comply in a timely manner with procedural requirements under these rules. In addition, these processes typically require at least limited involvement by us, and therefore increase our cost of doing business. The volume of domain name registration disputes may be exacerbated in the future as ICANN establishes new top level domains.

      Domain name registrars also face potential tort law liability for their role in wrongful transfers of domain names. The leading case in this area, Kremen v. Cohen, involved a dispute over the transfer of a particular domain name by a domain name registrar and ultimately resulted in a significant, multi-million dollar judgment against the registrar for its failure to verify the accuracy of the request to transfer the domain name and its role in effecting the transfer. The safeguards and procedures we have adopted may not be successful in insulating us against liability from similar claims in the future. In addition, we face potential liability for other forms of “domain name hijacking,” including misappropriation by third parties of customer websites and attempts by third parties to operate these websites or to extort the customer whose website was misappropriated. Furthermore, our risk of incurring liability for a security breach on a customer website

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would increase if the security breach were to occur following our sale to a customer of an SSL certificate that proved ineffectual in preventing it. Finally, we are exposed to potential liability as a result of our private domain name registration service, wherein we become the domain name registrant, on a proxy basis, on behalf of our customers. While we have a policy of canceling privacy services on domain names giving rise to domain name disputes, the safeguards we have in place may not be sufficient to avoid liability in the future, which could increase our cost of doing business.

Our standard agreements might not be enforceable.

      We rely on standard agreements that govern the terms of the services we provide to our customers. These agreements contain a number of provisions intended to limit our potential liability arising from providing services to our customers, including liability resulting from our failure to register or maintain domain names properly, from downtime or poor performance with respect to our hosting services, or for insecure or fraudulent transactions where we have issued SSL certificates. As most of our customers use our services online, execution of our agreements by customers occurs electronically or, in the case of our terms of use, is deemed to occur because of a user’s continued use of the website following notice of those terms. We believe that our reliance on these agreements is consistent with the practices in our industry, but if a court were to find that either one of these methods of execution is invalid or that key provisions of our services agreements are unenforceable, we could be subject to liability that has a material adverse effect on our business, or could be required to change our business practices in a way that increases our cost of doing business.

The success of our business depends in large part on our ability to protect and enforce our intellectual property rights.

      To establish and protect our intellectual property rights, we rely on a combination of patent, copyright, service mark, trademark and trade secret laws and contractual restrictions, all of which offer only limited protection. We enter into agreements with our employees and contractors, and parties with which we do business, in order to limit access to and disclosure of our proprietary information. The steps we have taken to protect our intellectual property may not prevent the misappropriation of proprietary rights or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive with ours or that infringe our intellectual property. The enforcement of our intellectual property rights may depend on our taking legal action against these infringers, and we cannot be sure that these actions will be successful, even when our rights have been infringed.

      We currently have no issued patents, and existing patent applications may not result in issued and valid patents. Any future issued patents or registered trademarks or service marks might not be enforceable or provide adequate protection for our proprietary rights.

      Because of the global nature of the Internet, our websites can be viewed worldwide, but we do not have intellectual property protection in every jurisdiction. Furthermore, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services become available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related industries are uncertain and still evolving.

If a third party asserts that we are infringing its intellectual property, whether or not it is true, it could subject us to costly and time-consuming litigation or cause us to obtain expensive licenses, which could harm our business.

      The software and Internet industries are generally characterized by the existence of large numbers of trade secrets, patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Several of our competitors are involved in litigation, defending against claims of patent infringement. Third parties may assert patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other types of communications. If a third party successfully asserts a claim that we are infringing its proprietary rights,

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royalty or licensing agreements might not be available on terms we find acceptable, or at all. As currently pending patent applications are not publicly available, we cannot anticipate all such claims or know with certainty whether our technology infringes the intellectual property rights of third parties. We expect that the number of infringement claims will increase as the number of services and competitors in our industry grows. These claims against us, whether or not successful, could:

•  divert our management’s attention;

•  result in costly and time-consuming litigation;

•  require us to enter into royalty or licensing agreements, which might not be available on acceptable terms, or at all; or

•  require us to redesign our software and services to avoid infringement.

      As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. Even if we have not infringed a third party’s intellectual property rights, our legal defense could prove unsuccessful and require us to expend significant financial and management resources.

We may be unable to respond to the rapid technological changes in the industry, particularly in light of the internal development of our services, and our attempts to respond may require significant capital expenditures.

      The Internet and electronic commerce are characterized by rapid technological change. Sudden changes in user and customer requirements and preferences, the frequent introduction of new services embodying new technologies and the emergence of new industry standards and practices could make our services and systems obsolete. The rapid evolution of Internet-based applications and services will require that we continually improve the performance, features and reliability of our services. Our success will depend, in part, on our ability:

•  to develop new services and technologies that address the increasingly sophisticated and varied needs of our current and prospective customers; and

•  to respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

      We have elected to develop substantially all of our own services internally, rather than licensing or acquiring technology from third-party vendors. The development of new services is complex, and we may not be able to complete development in a timely manner, or at all. Our internal development teams may be unable to keep pace with new technological developments that affect the marketplace for our services. If relevant technological developments or changes in the market outpace our ability to develop services demanded by current and prospective customers, our existing services may be rendered obsolete, and we may be forced to license or acquire software and other technology from third parties, or we may lose existing customers and fail to attract new customers. If we are forced to shift our strategy toward licensing our core technology from third parties, it could prove to be more costly than internal development and adversely impact our operating results.

      The development of services and other proprietary technology involves significant technological and business risks and requires substantial expenditures and lead-time. We may be unable to use new technologies effectively or to adapt our internally developed technologies and services to customer requirements or emerging industry standards. In addition, as we offer new services and functionality, we will need to ensure that any new services and functionality are well integrated with our current services, particularly as we offer an increasing number of our services as part of bundled suites. To the extent that any new services offered by us do not interoperate well with our existing services, our ability to market and sell those new services would be adversely affected and our revenue level and ability to achieve and sustain profitability might be harmed.

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Our business could be harmed if we are unable to sustain the current growth in our conversion rate levels in future periods.

      A key component of our operating model is to maximize the rate at which we are able to convert visitors to our website into customers of our services, or our conversion rate. A number of factors could negatively impact our conversion rate, including:

•  failure of our services to meet the needs of our customers because of poor performance or otherwise;

•  system failures that cause our website or services to be unavailable;

•  security breaches or negative publicity that damage our brand and cause potential customers to lose trust in us;

•  competition, particularly if our competitors offer pricing for comparable services at lower rates than ours; or

•  deterioration in the perception of our general level of customer care.

      If any of these or other factors causes our conversion rate to decline or to grow more slowly than our historical rates, our revenue growth could slow and our business could be harmed. We may also be forced to reduce our prices to maintain or increase our conversion rates, which would harm our margins and could adversely affect our results of operations.

If customers fail to perceive our strong commitment to customer care as sufficiently valuable, or if we fail to maintain a consistently high level of customer service, then we will not be able to realize a sufficient return on our investment in customer care and support, and our operating results would be harmed.

      We believe our focus on customer care and support is critical to retaining, expanding and further penetrating our customer base. As a result, we have made significant investments in our customer care center and our customer care organization. As of March 31, 2006, our customer care center organization consisted of 752 employees, or 67% of our total employees. If we are unable to maintain a consistently high level of customer service due to excessive turnover in our customer care personnel or for other reasons, we may lose existing customers and find it more difficult to attract new customers. In addition, regardless of the performance of our customer care center, customers for domain name registration, website hosting and other web-based services base their purchasing decision on a number of factors, including price, functionality of services, brand name and ease of use. If our customers fail to perceive customer service and support as among the more important criteria on which they base their purchasing decisions, we may not be able to realize a sufficient return on investment for our extensive customer care organization, and our operating results would be harmed.

If we fail to develop and maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to conduct business and investor confidence in our company.

      We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on our internal control over financial reporting for the fiscal year ending one year after the effective date of our initial public offering. This report will contain, among other things, an assessment of the effectiveness of our internal control over financial reporting, including a statement regarding whether or not our internal control over financial reporting is effective. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. This report will also need to contain a statement that our auditors have issued an attestation report on our management’s assessment of our internal controls.

      We are just beginning the costly and challenging process of compiling the system and processing documentation before we perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial

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reporting, we will be unable to assert that our internal control is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest that our management’s report is fairly stated or they are unable to express an opinion on the effectiveness of our internal control, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our Class A common stock. Failure to comply with the new rules might make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.

Our failure to register, maintain, secure, transfer or renew the domain names that we process on behalf of our customers or to provide our other services to our customers without interruption could subject us to additional expenses, claims of loss or negative publicity that have a material adverse effect on our business.

      Clerical errors and system and process failures made by us may result in inaccurate and incomplete information in our database of domain names and in our failure to properly register or to maintain, secure, transfer or renew the registration of domain names that we process on behalf of our customers. In addition, any errors of this type might result in the interruption in provision of our other services. Our failure to properly register or to maintain, secure, transfer or renew the registration of our customers’ domain names or to provide our other services without interruption, even if we are not at fault, might result in our incurring significant expenses and might subject us to claims of loss or to negative publicity, which could harm our business.

      We are currently implementing a revised process to meet new ICANN policies on how we transfer, and acknowledge the transfer of, domain names. Pursuant to these new policies, we will no longer be able to use certain safeguards that we had in place to acknowledge transfer requests, which could increase the risk of unauthorized or fraudulent transfers. These transfers could increase claims of loss or subject us to negative publicity, which could have a material adverse effect on our business.

Competition for qualified personnel, particularly management personnel, can be intense. To be successful, we must attract and retain qualified personnel.

      Our future success will depend on the ability of our management to operate effectively, both individually and as a group. The loss of any of our senior management — particularly Bob Parsons, our founder, chairman and chief executive officer — or other key development or sales and marketing personnel could adversely affect our future operating results. We believe that Mr. Parsons has been critical to the development of our corporate culture and corporate image, and has been instrumental in the growth of our business to date. If we lost the services of Mr. Parsons, we could incur serious damage to our corporate culture and marketing focus which, in turn, could adversely impact our ability to achieve future growth.

      We have commenced an executive search to identify an experienced chief financial officer to succeed Michael J. Zimmerman, who is serving as our chief accounting officer and acting chief financial officer and as our principal financial officer during the pendency of the search. Competition for qualified financial executives is very intense, particularly for those candidates who have experience as a public company chief financial officer in the era of heightened compliance responsibilities resulting from the Sarbanes-Oxley Act and other SEC rulemaking. We may not be successful in hiring a qualified executive to be our chief financial officer.

      In addition, several of our key executive officers are vested as to a significant portion of their stock option holdings, which presents the risk that these individuals may lack sufficient motivation to continue their employment with us in future periods. We are also dependent on our ability to retain and motivate high caliber personnel. Competition for qualified management, sales, technical and other personnel can be intense, and we may not be successful in attracting, retaining and motivating such personnel. We generally do not have employment contracts with our employees. The loss of the services of any of our key personnel, the

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inability to attract or retain qualified personnel in the future or delays in hiring required personnel, particularly senior management, sales personnel, and engineers and other technical personnel, could negatively affect our business.

Recently adopted regulations related to equity compensation could adversely affect our operating results and our ability to attract and retain key personnel.

      In recent years, we have used stock options as an important component of our employee compensation packages. We believe that stock options are an essential tool to link the long-term interests of our stockholders and our employees, especially executive management, and serve to motivate management to make decisions that will, in the long run, give the best returns to stockholders. The Financial Accounting Standards Board has announced changes to GAAP, effective for fiscal periods beginning after June 15, 2005, that require us to record a charge to earnings for employee stock option grants. These changes will adversely impact our operating results and may adversely affect our ability to attract and retain employees. In addition, regulations implemented by The Nasdaq Stock Market requiring stockholder approval for all stock option plans could make it more difficult for us to grant options to employees in the future. To the extent that these or other new regulations make it more difficult or expensive to grant options to employees, we may incur increased compensation costs, change our equity compensation strategy or find it difficult to attract, retain and motivate employees, each of which could adversely affect our business.

If we do not maintain a low rate of credit card chargebacks, we may be subject to financial penalties, which would harm our operating results.

      A substantial majority of our revenue originates from online credit card transactions. Under current credit card industry practices, we are liable for fraudulent and disputed credit card transactions because we do not obtain the cardholder’s signature at the time of the transaction. If we are unable to maintain our rate of credit card refunds below levels defined in the credit card associations’ rules, we could face monetary penalties and, should our credit card chargebacks become substantially greater, we could lose our rights to accept credit card payments from customers through one or more credit card associations. If we fail to maintain our chargeback rates at levels that are acceptable to the credit card associations, we will face the risk that one or more credit card associations may, at any time, assess penalties against us or terminate our ability to accept credit card payments from customers, which could harm our business and operating results.

If we are not able to secure additional financing on favorable terms, or at all, to meet our future capital needs, we may be unable to respond to business challenges and our business could be harmed.

      We may require additional capital to respond to business challenges, including the need to develop new or enhance existing services or enhance our operating infrastructure, fund expansion, respond to competitive pressures and acquire complementary businesses, services and technologies. Absent sufficient cash flows from operations, we may need to engage in equity or debt financings to secure additional funds to meet our operating and capital needs. We may not be able to secure additional debt or equity financing on favorable terms, or at all, at the time when we need that funding. In addition, even though we may not need additional funds, we may still elect to sell additional equity or debt securities or obtain credit facilities for other reasons. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock classes, including shares of Class A common stock sold in this offering. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital, to pay dividends and to pursue business opportunities, including potential acquisitions. In addition, if we decide to raise funds through debt or convertible debt financings, we may be unable to meet our interest or principal payments.

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Risks Related to Our Industry

Governmental and regulatory policies or claims concerning the domain name registration system, and industry reactions to those policies or claims, may cause instability in the industry and disrupt our domain name registration business.

ICANN Oversight of Domain Name Registration System

      In November 1998, the U.S. Department of Commerce authorized ICANN to oversee key aspects of the domain name registration system. Since then, ICANN has been subject to scrutiny by the U.S. government. For example, Congress has held hearings to evaluate ICANN’s selection process for new top level domains. In addition, ICANN faces significant questions regarding its financial viability and efficacy as a private sector entity. ICANN may continue to alter both its long-term structure and its mission to address perceived shortcomings such as a lack of accountability to the public and a failure to maintain a diverse representation of interests on its board of directors. In May 2001, ICANN and VeriSign, Inc. entered into an agreement under which VeriSign would operate the ..com top level domain registry until 2007, when the original agreement expires. ICANN and VeriSign have recently proposed renewal of this agreement through 2012, which, if given final approval by the U.S. Department of Commerce, could lead to VeriSign’s continuing to operate the .com top level domain under this agreement indefinitely. We continue to face the risks that:

•  ICANN and VeriSign, under their new proposed agreement, may impose increased fees received for each .com domain name registration, which could put pressure on our operating results and pricing strategy;

•  the U.S. or any other government may reassess its decision to introduce competition into, or ICANN’s role in overseeing, the domain name registration market;

•  the terms of the registrar accreditation process could change in ways that are disadvantageous to us;

•  the Internet community or the U.S. Department of Commerce or U.S. Congress may refuse to recognize ICANN’s authority or support its policies, which could create instability in the domain name registration system; and

•  international regulatory bodies, such as the International Telecommunications Union, the United Nations or the European Union, may gain increased influence over the management and regulation of the domain name registration system, leading to increased regulation in areas such as taxation and privacy.

      If any of these events occurs, it could create instability in the domain name registration system. These events could also disrupt or cause suspension of portions of our domain name registration business, which would result in dramatically reduced revenue.

Governmental Regulation Affecting the Internet

      To date, government regulations have not materially restricted use of the Internet in most parts of the world. The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change. New laws may be passed, existing laws may be deemed to apply to the Internet, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions. These changes could affect:

•  liability of online service providers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, infringement of third-party intellectual property and other abusive conduct;

•  other claims based on the nature and content of Internet materials, such as pornography;

•  user privacy and security issues;

•  consumer protection;

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•  sales and other taxes, including the value-added tax of the European Union member states;

•  characteristics and quality of services; and

•  cross-border commerce.

      The adoption of any new laws or regulations, or the new application or interpretation of existing laws or regulations to the Internet, could hinder growth in use of the Internet and other online services generally, and decrease acceptance of the Internet and other online services as a means of communications, commerce and advertising. In addition, it could increase our costs of doing business, subject our business to increased liability or prevent us from delivering our services over the Internet, thereby harming our business and results of operations.

Each registry and the ICANN regulatory body impose a charge upon each registrar for the administration of each domain name registration. If these fees increase, it would have a significant impact upon our operating results.

      Each domain name registry imposes a fee for the registration of each domain name. For example, at present, VeriSign charges a $6.00 fee for names in the .com TLD. ICANN currently imposes a $0.25 charge for each domain name registered in the TLDs that fall within its purview. We, in turn, currently charge our customers $8.95 for the registration of a .com domain name for a one-year term, and this price includes basic advertising-supported shared website hosting, free blog service and a single email account. We have no control over registries or ICANN and generally cannot predict when they may increase their respective fees. If the U.S. Department of Commerce approves the new registry agreement that VeriSign and ICANN recently proposed, VeriSign would continue as the exclusive registry for the .com TLD and would be entitled to increase the fee it receives for each .com domain name registration by 7% annually in four of the six years through 2012, and potentially beyond that date. Any increase in registry or ICANN fees must be imposed as a surcharge or otherwise factored into the prices we charge our customers. If we absorb these cost increases, or if these surcharges act as a deterrent generally to the growth in domain name registration, we might find that our operating results are adversely impacted by these third-party fees.

As the number of available domain names diminishes over time, our domain name registration revenue and our overall business could be adversely impacted.

      As the number of available domain names diminishes over time, and if it is perceived that the most desirable domain names are generally unavailable, fewer Internet users might register domain names with us. There are a number of practices in the domain name marketplace, including domain name “tasting” and domain name “monetizing,” that result in desirable domain names rapidly becoming unavailable. Domain name tasting involves registering large numbers of domain names, with the intent of using the five-day grace period after initial registration to decide which domain names are most valuable, and then dropping the registration of the vast majority of those domain names which prove to be less valuable. Domain name monetizing involves utilizing domain names to generate paid, click-through advertising revenue from one-page websites, rather than building an active website. If domain name tasting and monetizing or other market practices that could develop significantly diminish the number of available domain names that are perceived as valuable, it could have an adverse effect on our domain name registration revenue and our overall business.

Our business and financial condition could be harmed materially if the administration and operation of the Internet no longer were to rely upon the existing domain name system.

      The domain name registration market continues to develop and adapt to changing technology. This development may include changes in the administration or operation of the Internet, including the creation and institution of alternate systems for directing Internet traffic without using the existing domain name system. Some of our competitors have begun registering domain names with extensions that rely on these alternate systems. These competitors are not subject to ICANN accreditation requirements and restrictions. In particular, competitors who develop workarounds to the existing domain name registration system may be able to avoid paying fees to the registry for domain names, which would give them a pricing advantage over

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us. Other competitors have attempted to introduce naming systems that use keywords rather than traditional domain names. The widespread acceptance of any alternative system could eliminate the need to register a domain name to establish an online presence and could materially adversely affect our business.

      Also, since approximately 73% of our domain names under management as of April 30, 2006 were in the .com TLD, we are substantially dependent upon the continued viability of VeriSign, which serves as the sole registry of the .com TLD. If VeriSign were unable to continue to operate as a registry for ..com domain names in its current manner as a result of financial difficulties, regulatory restrictions, litigation or otherwise, our .com domain name registration revenue could decline, which would harm our financial condition and results of operations.

The introduction of tax laws targeting companies engaged in electronic commerce could materially adversely affect our business, financial condition and results of operations.

      We file tax returns in those countries and states where existing regulations applicable to traditional businesses require these filings. However, one or more countries or states could seek to impose additional income tax obligations or sales tax collection obligations on out-of-jurisdiction companies, such as ours, that engage in or facilitate electronic commerce. A number of proposals have been made at various governmental levels that could impose taxes on the sale of services through the Internet or on the income derived from these sales. These proposals, if adopted, could substantially impair the growth of electronic commerce and materially adversely affect our business, financial condition and results of operations.

      On December 3, 2004, the President of the United States signed into law an extension of a moratorium on certain state and local taxation of online services and electronic commerce until November 1, 2007. This legislation is not a permanent ban, and any future imposition of these taxes could materially adversely affect our business, financial condition and results of operations.

      In addition, on July 1, 2003, the European Union required EU member states to implement a directive requiring non-EU providers of electronically supplied services to private individuals and non-business organizations in the EU to impose value-added taxes, or VAT, on these services. We anticipate that EU member states will be commencing their enforcement efforts in this area in the near term. Many tax authorities of the member states have yet to publish official guidance on the rules, but we already know that, if we are required to comply with this directive, we will have to implement system changes. These systems changes may be significant, and it is not yet clear which of our services, if any, would be subject to this directive. If one or more of our services were determined to be subject to this directive, we would not be in compliance with this directive and, as a result, we might be subject to enforcement proceedings relating to claims for VAT, plus interest and/or penalties, which could harm our business. In addition, imposition of VAT might also lead to some of the services that we offer in EU countries becoming more expensive relative to services rendered in those countries by EU businesses, which would put us at a competitive disadvantage if we were to pass along the VAT to our customers, or would reduce our profit margin if we were to absorb the VAT as an additional cost to our business.

      We are responsible for charging end customers certain taxes in numerous international jurisdictions. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In the future, we may come under audit which could result in changes to our tax estimates. We believe that it maintains adequate tax reserves to offset the potential liabilities that may arise upon audit. Although we believe our tax estimates and associated reserves are reasonable, the final determination of tax audits and any related litigation could be materially different than the amounts established for tax contingencies. To the extent that such estimates ultimately prove to be inaccurate, the associated reserves would be adjusted resulting in our recording a benefit or expense in the period a final determination is made.

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If Internet usage does not grow, or if the Internet does not continue to expand as a medium for information, communication and commerce, our business may suffer.

      Our success depends upon continued development and acceptance of the Internet as a medium for information, communication and commerce. The use of the Internet may not continue to grow at a pace similar to that of recent years, either within the U.S. or in international markets as a result of a variety of factors, including inadequate Internet infrastructure, security problems or privacy concerns. Any of these and a variety of other issues could slow the growth of the Internet, which could have an adverse effect on our results of operations.

Risks Related to This Offering and Our Class A Common Stock

The lower voting power of the Class A common stock relative to our Class B common stock may negatively affect the market value of our Class A common stock.

      Upon completion of this offering, we will have two classes of common stock: Class A common stock, which is the stock that we and the selling stockholders are selling in this offering and which entitles holders to one vote per share, and Class B common stock, all of which will be held by Bob Parsons and which will entitle him to two votes per share. Except in certain limited circumstances required by applicable law, holders of Class A common stock and Class B common stock will vote together as a single class on all matters to be voted on by our stockholders. Immediately prior to the consummation of this offering, 36,601,656 shares of Class B common stock will be outstanding. Therefore, after closing of this offering approximately                     % of the total voting power of our outstanding shares will be held by Mr. Parsons. The difference in the voting power of our Class A common stock and Class B common stock could diminish the market value of our Class A common stock if investors attribute value to the superior voting rights of our Class B common stock and the power those rights confer.

For the foreseeable future, Bob Parsons or his affiliates will be able to control the selection of all members of our board of directors, as well as virtually every other matter that requires stockholder approval, which will severely limit the ability of other stockholders to influence corporate matters.

      Upon completion of this offering, Bob Parsons will own all of our Class B common stock. Pursuant to our certificate of incorporation, the holder of our Class B common stock may generally transfer such shares to family members and their lineal descendents, without those shares automatically converting into shares of Class A common stock. Because of this dual class structure and the number of shares he owns, Bob Parsons, his affiliates, and his family members and lineal descendents will have significant influence over our management and affairs, and will be able to control virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our company or assets, even if they come to own considerably less than 50% of the total number of outstanding shares of our Class A and Class B common stock. Moreover, these persons may take actions in their own interests that you or our other stockholders do not view as beneficial. So long as Bob Parsons and his affiliates continue to control shares of Class B common stock representing more than one-third of the total number of outstanding shares of our Class A and Class B common stock combined, they will control a majority of the combined voting power of the Class A and Class B common stock.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could affect our operating results.

      As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also have begun to incur and will incur substantial costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as new rules implemented by the Securities and Exchange Commission, or SEC, and The Nasdaq Stock Market. In addition, our management team will also have to adapt to the requirements of being a public company, as none of our senior executive officers has significant experience as an executive in the public company environment since the adoption of

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the Sarbanes-Oxley Act. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect recent rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are unable currently to estimate these costs with any degree of certainty. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage that used to be available. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors, on committees of our board of directors or as our executive officers.

An active, liquid and orderly trading market for our Class A common stock may not develop.

      Prior to this public offering, there has been no public market for any shares of our common stock. We, the selling stockholders and the representatives of the underwriters will determine the initial public offering price of our Class A common stock through negotiation. This price will not necessarily reflect the price at which investors in the market will be willing to buy and sell our shares following this offering. In addition, the trading price of our Class A common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

•  quarterly variations in our results of operations or those of our competitors;

•  our ability to develop and market new and enhanced services on a timely basis;

•  announcements by us or our competitors of significant acquisitions, new services, contracts, commercial relationships or capital commitments;

•  whether we are able to introduce new services successfully to our customers;

•  the emergence of new markets that may affect our existing business or in which we may not be able to compete effectively;

•  commencement of, our involvement in, or results of litigation;

•  changes in governmental regulations or in the status of our ICANN accreditation or regulatory approvals;

•  changes in earnings estimates or recommendations by any public market analysts who elect to follow our stock;

•  any major change in our board of directors or management;

•  general economic conditions and slow or negative growth of our markets; and

•  political instability, natural disasters, war and/or events of terrorism.

      In addition, the stock market in general, and the market for Internet companies’ stock in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market prices of companies’ stock, including ours, regardless of their actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A common stock shortly following this offering. In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigation has often been instituted against these companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

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Provisions in our certificate of incorporation and bylaws and under Delaware law could discourage a takeover that stockholders may consider favorable.

      Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•  Our certificate of incorporation provides for a dual class common stock structure. As a result of this structure and the number of shares he owns, Bob Parsons and his family members and their lineal descendents will have control over virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as mergers or other sales of our company or its assets. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that our other stockholders may view as beneficial.

•  Our board of directors has the sole right to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors.

•  When the holders of our Class B common stock no longer hold a majority of the combined voting power of our outstanding shares of Class A and Class B common stock, our stockholders will no longer be able to act by written consent. As a result, a holder or holders controlling a majority of the combined voting power of our outstanding shares of Class A and Class B common stock at that time would not be able to take certain actions except at a stockholders’ meeting.

•  Our certificate of incorporation prohibits cumulative voting in the election of directors. This will limit the ability of holders of Class A common stock and minority stockholders to elect director candidates.

•  Our board of directors is classified so that only a portion of our board will be elected each year. This could discourage proxy contests and make it more difficult for our stockholders to elect a new board of directors and discourage a change in control.

•  Stockholders must provide advance notice to nominate individuals for election to the board of directors or to propose matters to be acted upon at a stockholders’ meeting. These provisions may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company.

•  Our certificate of incorporation authorizes us to issue shares of preferred stock with rights designated by our board of directors, without further stockholder approval. While this provides desirable flexibility in connection with possible acquisitions and other corporate purposes, any issued preferred stock could have the effect of delaying, discouraging or preventing a change in control of our company.

      As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may, in general, not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction.

Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.

      The initial public offering price of our Class A common stock will be substantially higher than the net tangible book value per share of our Class A common stock immediately after this offering. Therefore, if you purchase our Class A common stock in this offering, you will incur an immediate dilution of $          in net tangible book value per share from the price you paid, based on an assumed initial public offering price of $          per share. In addition, following this offering, purchasers in the offering will have contributed           % of the total consideration paid by stockholders to the company to purchase shares of Class A and Class B common stock, but will own only           % of the total combined number of shares of our outstanding classes of common stock. The exercise of outstanding options will result in further dilution.

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Future sales of shares by our existing stockholder or existing option holders could cause our stock price to decline.

      If our existing stockholder or any of our existing option holders sells, or indicates an intention to sell, substantial amounts of our Class A common stock in the public market after the lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our Class A common stock could decline. Based on shares outstanding as of December 31, 2005, upon closing of this offering, we will have outstanding a total of                      shares of Class A and Class B common stock. Of these shares, only the                      shares of Class A common stock sold in this offering by us and the selling stockholders will be freely tradable, without restriction, in the public market. Lehman Brothers and Merrill Lynch, however, may, in their sole discretion, permit our existing stockholder or option holders, who are subject to the contractual lock-up, to sell shares prior to the expiration of the lock-up agreement.

      We expect that the lock-up agreements pertaining to this offering will expire 180 days from the date of this prospectus, although those lock-up agreements may be extended for up to an additional 35 days under certain circumstances. After the lock-up agreements expire, up to an additional                      shares of Class A common stock that are issuable upon conversion of shares of our Class B common stock held by Bob Parsons will be eligible for sale in the public market, subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. In addition, upon expiration of the lock-up agreements, up to 6,342,900 shares of Class A common stock that were subject to options outstanding as of December 31, 2005, other than shares exercised by a selling stockholder to sell shares in this offering, will become eligible for sale in the public market to the extent vested under the provisions of various option agreements. If these additional shares are sold, or if it is perceived that they may be sold, in the public market, the trading price of our Class A common stock could decline.

Because management has broad discretion regarding the use of the net proceeds from this offering, you may not agree with how we use them, and these proceeds may not be invested successfully.

      Our management will have broad discretion with respect to the net proceeds we receive from this offering. We currently intend to use the net proceeds from the offering for the repayment of currently outstanding indebtedness and for working capital and other general corporate purposes. You will be relying on the judgment of our management concerning these uses, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds will be used appropriately. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, either of which could cause the price of our Class A common stock to decline.

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SPECIAL NOTE REGARDING FORWARD-LOOKING

STATEMENTS AND INDUSTRY DATA

      This prospectus, particularly in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that are subject to substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, the statements under the caption “Our Strategy” in the “Prospectus Summary” section, the statements under the caption “Our Growth Strategy” in the “Business” section, other statements regarding our strategies for growth, current development initiatives and future service offerings, statements regarding planned expenditures, including capital expenditures, expansion of our research and development and customer care and support organizations, and statements regarding other aspects of our business strategy, and plans and objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict” or “potential,” the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in the section entitled “Risk Factors” and elsewhere in this prospectus. We qualify all of our forward-looking statements by these cautionary statements.

      Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our Class A common stock, investors should be aware that the occurrence of the risks, uncertainties and events described in the section entitled “Risk Factors” and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and financial condition.

      You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

      This prospectus also contains statistical data and estimates, including those relating to market size and growth rates of the markets in which we participate, that we obtained from industry publications and reports generated by Euromonitor International, ICANN, IDC, Netcraft, the U.S. Census Bureau and Zooknic. These publications generally indicate that they have obtained their information from sources they believe to be reliable, but do not guarantee the accuracy and completeness of their information. Although we believe the publications are reliable, we have not independently verified their data.

      You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

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USE OF PROCEEDS

      We estimate that we will receive net proceeds of $           million from our sale of the                      shares of Class A common stock offered by us in this offering, based on an assumed initial public offering price of $           per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Members of our senior management are selling shares in this offering — see “Principal and Selling Stockholders.” We will not receive any of the net proceeds from the sale of shares by the selling stockholders.

      The principal purposes of this offering are to obtain additional capital, to create a public market for our Class A common stock and to facilitate our future access to the public equity markets. We intend to use a portion of the net proceeds to repay the entire outstanding balance under the loan from U.S. Bank described below, which was approximately $7.0 million as of March 31, 2006. We also anticipate that we will use the net proceeds received by us from this offering for working capital and other general corporate purposes, including expansion of our customer care and support and research and development organizations, capital expenditures, including further investment in the build-out of our data center and network infrastructure to support our growth, and the further development and expansion of our service offerings. In addition, we may use a portion of the proceeds of this offering for possible acquisitions of complementary businesses, technologies or other assets. We have no current agreements or commitments with respect to any acquisitions.

      In October 2005, we obtained a $7.1 million loan from U.S. Bank to finance the purchase of a building that we intend to use as a data center. The loan bears interest at a rate of 2.10% plus one-month LIBOR. We have entered into an interest rate swap to fix this rate at 6.98%. In October 2005, we also entered into a $1.5 million credit facility with U.S. Bank for the purchase of data center equipment. Any borrowing under the credit facility would bear interest at the prime rate until July 31, 2006. Starting on August 1, 2006, borrowing under the credit facility would bear interest at the rate of 2.10% plus one-month LIBOR. As of March 31, 2006, no balance was outstanding under this credit facility.

      The amounts and timing of our actual expenditures will depend on numerous factors, including the amount of cash used in or generated by our operations, the status of our development efforts, sales and marketing activities, technological advances and competitive pressures. We therefore cannot estimate the amount of the net proceeds to be used for any of the purposes described above. We may find it necessary or advisable to use our net proceeds for other purposes, and we will have broad discretion in the application of our net proceeds. Pending the uses described above, we intend to invest the net proceeds from the sale of shares of our Class A common stock sold by us in this offering in short-term, interest-bearing, investment grade securities. We have implemented and maintain a prescribed investment policy in regards to our cash investments.

DIVIDEND POLICY

      Since our inception in 1997, we have operated as a subchapter S corporation. Since 2002, we have made regular distributions to this stockholder based on our funds available for distribution. In 2004, we made distributions aggregating approximately $5.1 million to this stockholder. In 2005, we made distributions aggregating approximately $4.8 million to this stockholder. In addition, in 2006 we expect to make distributions of approximately $3.8 million to this stockholder prior to the time that we convert from a subchapter S corporation to a subchapter C corporation.

      Following our conversion to a subchapter C corporation and this offering, we do not currently expect to pay any cash dividends. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions.

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CAPITALIZATION

      The following table sets forth our capitalization as of December 31, 2005:

•  on an actual basis;

•  on a pro forma basis to give effect to aggregate distributions of $3.8 million to be paid in 2006 to our sole stockholder, our reincorporation and institution of a dual-class capital structure, and the exercise of stock options to purchase                      shares of Class A common stock by a selling stockholder in order to sell shares in this offering; and

•  on a pro forma as adjusted basis to give effect to the automatic conversion of the shares being sold by a selling stockholder in this offering from Class B common stock to Class A common stock, our receipt of the net proceeds from the sale of                shares of our Class A common stock offered by us at an assumed initial public offering price of $                per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and our use of proceeds from this offering to repay approximately $7.0 million of outstanding indebtedness.

      You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes, each included elsewhere in this prospectus.

										Pro Forma
				Actual			Pro Forma			As Adjusted
				(In thousands, except share
				and per share data)
Cash, cash equivalents and short-term investments				$	13,599		$			$
Total long-term debt, including current portion				$	7,043		$	7,043		$	—
Stockholders’ equity (deficit):
	Common stock, $.01 par value, 50,000,000 authorized, 36,601,656 shares issued and outstanding, actual; no shares issued and outstanding pro forma or pro forma as adjusted				366			—			—
	Class A common stock, $.001 par value, 200,000,000 authorized, no shares issued or outstanding, actual;       shares issued and outstanding, pro forma;              shares issued and outstanding, pro forma as adjusted				—
	Class B common stock, $.001 par value, 36,601,656 authorized, no shares issued and outstanding, actual; 36,601,656 shares issued and outstanding pro forma;      shares issued and outstanding, pro forma as adjusted				—			366
	Preferred stock, $.001 par value, 10,000,000 authorized, no shares issued and outstanding				—			—			—
	Additional paid-in capital				—			—
	Accumulated deficit				(30,428	)
	Accumulated other comprehensive loss				(124	)		(124	)		(124	)
		Total stockholder’s equity (deficit)			(30,186	)
			Total capitalization	$	(23,143	)	$			$

      The actual column of the table above excludes 6,700,000 shares of Class A common stock reserved for issuance under our 2002 stock option plan, of which 6,342,900 shares at a weighted average exercise price of $1.93 per share were subject to outstanding options as of December 31, 2005.

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DILUTION

      If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock after this offering. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the total number of shares of Class A and Class B common stock outstanding.

      The pro forma net tangible book value of our Class A and Class B common stock as of December 31, 2005 was $(33.9) million, or $(0.92) per share of Class A and Class B common stock outstanding. The pro forma net tangible book value of our Class A and Class B common stock gives effect to aggregate distributions of $3.8 million to be paid in 2006 to our sole stockholder prior to our reincorporation, the reincorporation and institution of a dual-class capital structure, and the exercise of stock options to purchase                      shares of our Class A common stock by a selling stockholder in order to sell shares in this offering. Assuming the sale by us of                shares of Class A common stock offered in this offering at an initial public offering price of $           per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and after the application of offering proceeds to repay $7.0 million in outstanding indebtedness, the pro forma as adjusted net tangible book value of our Class A and Class B common stock as of December 31, 2005 would have been $               , or $                per share. This represents an immediate increase of net tangible book value of $           per share to our existing stockholders and an immediate dilution of $           per share to new investors purchasing shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share				$
Historical net tangible book value per share of common stock as of December 31, 2005, before giving effect to this offering	$	(0.92	)
Pro forma increase per share attributable to investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share after giving effect to this offering
Dilution in pro forma as adjusted net tangible book value per share to investors in this offering				$

      The following table sets forth on the same pro forma as adjusted basis, as of December 31, 2005, the number of shares of Class A common stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by our existing stockholders and by the new investors, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

					Total
	Shares Purchased				Consideration
							Average Price
	Number	Percent			Amount		Per Share
Existing stockholders				%	$	*	$	*
New public investors
Total			100	%	$

*  The amount of aggregate distributions to stockholders prior to this offering exceeds the total consideration paid for such shares.

      If the underwriters exercise their over-allotment option in full, our existing stockholders would own      % and our new investors would own      % of the total combined number of shares of our Class A and Class B common stock outstanding upon closing of this offering, representing      % and      % of the combined voting power of such shares of Class A and Class B common stock, respectively, as a result of our dual-class structure.

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      The above discussion and table assume no exercise, other than the exercise of stock options by a selling stockholder described above, of stock options to purchase 6,342,900 shares of Class A common stock outstanding as of December 31, 2005, with a weighted average exercise price of $1.93 per share. If all of these options were exercised, then our existing stockholders, including the holders of these options, would own      % and our new investors would own      % of the total combined number of shares of our Class A and Class B common stock outstanding upon closing of this offering, representing      % and      % of the combined voting power of such shares of Class A and Class B common stock, respectively.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      We present below our selected consolidated financial and operating data. The selected consolidated statement of operations and statement of cash flows data for the years ended December 31, 2003, 2004 and 2005 and the selected consolidated balance sheet data as of December 31, 2004 and 2005 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the years ended December 31, 2001 and 2002 and the selected consolidated balance sheet data as of December 31, 2001, 2002 and 2003 have been derived from our audited consolidated financial statements not included in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

      You should read this information together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, each included elsewhere in this prospectus.

			Year Ended December 31,
			2001			2002			2003			2004			2005
			(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue:
	Domain name registration		$	2,723		$	10,615		$	26,786		$	48,008		$	84,511
	Website hosting			1,317			4,504			8,574			14,915			30,551
	On-demand services and other revenue			684			1,472			3,922			10,039			24,696
		Total revenue		4,273			16,591			39,282			72,962			139,758
Operating expenses:
	Cost of revenue(1)			2,046			7,876			19,855			38,596			70,540
	Research and development			2,358			752			3,513			5,348			9,705
	Marketing and advertising			1,221			1,396			1,196			4,298			15,239
	Selling, general and administrative			741			8,100			14,162			25,743			50,373
	Depreciation and amortization			171			485			1,384			2,780			7,784
		Total operating expenses		6,537			18,609			40,110			76,765			153,641
Loss from operations				(2,264	)		(2,018	)		(828	)		(3,803	)		(13,883	)
Other income (expense):
	Interest income (expense), net			5			25			54			112			(5	)
	Other income (expense)			(82	)		117			—			—			2,283
Net loss			$	(2,341	)	$	(1,876	)	$	(774	)	$	(3,691	)	$	(11,605	)
Basic and diluted net loss per share			$	(0.06	)	$	(0.05	)	$	(0.02	)	$	(0.10	)	$	(0.32	)
Shares used to compute basic and diluted net loss per share				36,601,656			36,601,656			36,601,656			36,601,656			36,601,656

(1)  Excluding depreciation and amortization, which is shown separately.

     We are a subchapter S corporation and therefore we have not reflected deferred taxes in our consolidated financial statements. We are not required to pay corporate federal and state income taxes until the revocation of our subchapter S corporation status. The statements of operations data do not include a pro forma adjustment for income taxes, calculated in accordance with SFAS No. 109, Accounting for Income Taxes, that would have been recorded if we were a subchapter C corporation, because we would have provided a full valuation allowance on our net deferred tax assets and as such no income tax provision would be recorded.

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		As of December 31,
		2001			2002			2003			2004			2005
		(In thousands)
Consolidated Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	371		$	1,622		$	4,276		$	8,821		$	13,599
	Working capital (deficit)		(1,754	)		(3,865	)		(7,107	)		(17,338	)		(37,986	)
	Total assets		5,501			15,869			35,236			65,615			124,192
	Deferred revenue		6,052			17,416			37,328			71,213			129,764
	Total long-term debt, including current portion		—						—			—			7,043
	Total stockholder’s deficit		(1,405	)		(3,469	)		(4,848	)		(13,730	)		(30,186	)

          Other Data:

		Year Ended December 31,
		2003		2004		2005
		(In thousands)
Consolidated Statement of Cash Flows Data:
	Net cash provided by operating activities	$	7,656	$	15,450	$	30,637

		As of December 31,
		2003		2004		2005
		(In thousands)
Customer Data (Unaudited):
	Total domain names under management		3,855		6,956		11,344
	Total customers under contract		973		1,540		2,424

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this prospectus.

Overview

      We are a leading provider of services that enable individuals and businesses to establish, maintain and evolve an online presence. We derive our revenue primarily from domain name registration, website hosting and on-demand and other services. We are the world’s largest domain name registrar, with approximately 13.6 million domain names under management as of April 30, 2006, and North America’s largest shared website hosting provider. We target the individual and small business markets by seeking to provide a “one-stop shop” for establishing and maintaining an online presence. Our domain name registration services act as a gateway product for our website hosting, on-demand and other services. We increased total revenue from $4.3 million in 2001 to $139.8 million in 2005.

      Our company was founded in January 1997 as Jomax Technologies by Bob Parsons, our chairman, chief executive officer and, prior to this offering, our sole stockholder. In 1998, we introduced our first software application, which allowed customers to create their own websites, and started offering shared website hosting services. In 2000, we became an accredited domain name registrar and began to offer domain name registration services. Since 2001, we have introduced many new services, including email, ecommerce tools, website analytics, SSL certificates and on-demand website creation services, among others. We have operated as a subchapter S corporation since inception, but in connection with this offering we are converting Go Daddy into a subchapter C corporation.

      Our business model is characterized by non-refundable, up-front payments, which lead to recurring revenue and positive operating cash flow. We currently offer over 30 value-oriented services, which can be purchased independently or as bundled suites targeted to meet the specific needs of our customers. We offer our services through our websites and our customer care center. We also offer our services through our wholly-owned subsidiary, Wild West Domains, which manages over 20,000 resellers of our services.

Key Business Metrics

      We monitor a number of key business metrics to help forecast growth, establish budgets and measure the effectiveness of our marketing efforts and operational strategies. These metrics include:

      Operating Cash Flow. Our goal is to generate long-term, sustainable growth in operating cash flow. Customers register domain names and purchase most of our other services by entering into contracts that are paid up-front, but for which we typically recognize the associated revenue ratably over the contractual term. Similarly, we pay an up-front fee to the relevant registry for each domain name registration and we recognize this expense ratably over the term of the domain name registration contract. Because of our revenue and cost recognition policies, changes in sales volume of our services have an immediate impact on our operating cash flow, while the revenue impact is typically distributed across several periods. In addition, operating expenses, other than cost of revenue, are typically expensed in the period in which they occurred. We therefore closely monitor operating cash flow as an indicator of our performance in a given period and of our ability to fund future growth. If there is an upturn or downturn in our conversion rate of website visitors, average order size or renewal rates — some of the other key business metrics we track — then we would expect our operating cash flow to rise or fall correspondingly. Our operating cash flow was $7.7 million in 2003, $15.5 million in 2004 and $30.6 million in 2005.

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      Deferred Revenue. Because customers pay us for substantially all of our services in advance of our recognizing the related revenue, we typically have a significant deferred revenue balance on our balance sheet. As we provide services during the term of a customer contract, the deferred revenue balance associated with that contract decreases on a ratable basis. Accordingly, deferred revenue provides a measure of predictability to our future revenue and cost of revenue. Our deferred revenue balance at December 31, 2005 was $129.8 million, of which $89.1 million was considered short-term because it would be recognized in 2006.

      Conversion Rate. Domain name registrations are the primary driver of our overall business. Accordingly, we closely monitor our conversion rate, which we measure as the ratio of domain names registered through our websites or our customer care center to the number of visits to our websites during the same period. This metric provides insight into the effectiveness of our websites, from which we derive a majority of total revenue. Because we can measure conversion rate on a real-time basis, we can quickly identify positive and negative changes in customer behavior on our websites and respond to those changes in a timely manner.

      Total Number of Orders and Average Order Size. A key component of our business model is offering customers other services in addition to our domain name registration services. We closely monitor total number of orders and average order size as indicators of the frequency with which website hosting and other services are purchased together with our core domain name registration services. We focus on total number of orders and average order size by point of purchase, including our website, customer care center and automatic billing, and by type of customer, including new and repeat customers. We have found that customers typically place multiple additional orders within the first year of their initial purchases from us. Our total number of orders across all points of purchase and for all customers was approximately 2.9 million in 2003, approximately 5.1 million in 2004 and approximately 7.7 million in 2005 and our average order size was $20.14 in 2003, $21.23 in 2004 and $26.81 in 2005.

      Renewal Rates. We closely monitor renewal rates for our services and, in particular, the renewal rate for domain name registration services, as these services comprise a majority of total revenue. Many of our customers use our automatic renewal option for their services. Our on-demand services are typically purchased by customers who have purchased domain name registration services from us. As a result, a change in the renewal rate for expiring domain name registrations is often a leading indicator of similar changes in revenue from our other on-demand services. Our annual renewal rate for domain name registrations was 61% in 2003, 62% in 2004 and 62% in 2005.

Sources of Revenue

      We derive substantially all of our revenue from the sale of domain name registration, website hosting and on-demand and other services. A significant portion of total revenue comes from customers purchasing bundled suites of multiple services. As a result, we must allocate the total revenue recognized to the different types of services that are bundled. Consequently, revenue in each of the three categories below includes revenue from the sale of stand-alone services as well as revenue allocated from sales of bundled services. We sell our services primarily through direct sales and, to a lesser extent, through our network of resellers, which accounted for approximately 15% of total revenue in 2005. No single customer accounted for more than 5% of total revenue in 2003, 2004 or 2005.

      Domain Name Registration. Domain name registration revenue consists of domain name registrations, renewals and transfers, domain name privacy, domain name application fees, domain name back-orders and ICANN fee surcharges. We derived 60% of total revenue in 2005 from the sale of domain name registration services. Our domain name registration contracts have a term of between one and ten years, although a majority of our customers enter into contracts having a one-year term. We currently sell our standard domain name registration services for the .com TLD, together with basic advertising-supported website hosting, free blog service and a single email account, for $8.95 per year for a one-year term. We offer discounts to purchasers of multiple domain names, multi-year contracts and larger multi-service bundles. We defer domain name registration revenue at the time of registration and recognize it on a daily basis over the term of the contract.

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      We expect our domain name registration revenue to increase in absolute dollars, but to continue to decrease as a percentage of total revenue in the future.

      Website Hosting. We generate website hosting revenue through the sale of website hosting services. Customers most frequently purchase website hosting on an annual basis, but it is also available on a monthly basis or for longer periods. The fees we charge for website hosting services differ based on the type of hosting plan purchased and the amount of data storage, bandwidth and other services included. Our current hosting plan pricing starts at $3.99 per month for shared hosting, $34.99 per month for virtual dedicated hosting, and $88.99 per month for dedicated hosting. Website hosting fees are generally paid up front, but we defer the associated revenue and recognize it on a daily basis over the term of the contract.

      We expect our website hosting revenue to increase in absolute dollars, but to fluctuate as a percentage of total revenue in future periods, as we continue to add services and diversify our revenue sources.

      On-Demand Services and Other Revenue. Our on-demand services currently include our online shopping cart, our website building service, email accounts, our search engine optimization service, our email marketing service, and our fax thru email service. We generally sell our on-demand services either on an annual or a monthly basis, depending on the service. We defer revenue from on-demand services and recognize it on a daily basis over the term of the contract.

      Our other revenue sources include SSL certificates for secure online transacting, domain name appraisal and auction services, enrollment fees paid to us by our resellers and advertising on “parked pages.” Parked pages are domain names registered with us that do not yet contain an active website. We recognize revenue from these services immediately upon completion of the service, ratably over the term of the service contract or, in the case of advertising, on a per-click basis.

      We anticipate that our on-demand services and other revenue will continue to increase in absolute dollars and as a percentage of total revenue in future periods as we continue to sell additional on-demand services to our customer base, to develop and offer new services and to increase our advertising revenue from parked pages.

Costs and Expenses

      Cost of Revenue. Cost of revenue consists principally of domain name registration fees paid by us to the TLD registries and ICANN and, to a lesser extent, costs associated with computer hosting equipment, data center expenses related to our website hosting services, credit card fees, and payments made to resellers. Cost of revenue does not include depreciation and amortization expense. Our cost of revenue for domain name registrations differs depending on the TLD. We currently pay domain name registry fees of $6.00 per year for each .com, ..org and .us domain name registration, $4.25 per year for each .net domain name registration, $5.30 per year for each ..biz domain name registration, and $5.75 per year for each ..info domain name registration. Approximately 73% of the domain names we had under management as of April 30, 2006 were in the .com TLD. We also pay a fee to ICANN of $0.25 per year for each domain name registered in TLDs administered by ICANN. Registry and ICANN fees represented approximately 82% of our total cost of revenue in 2005. We pay these fees in full at the time a customer registers a domain name through us. We capitalize these fees, include them on our balance sheet as prepaid domain name registry fees and amortize them to cost of revenue over the term of the related contract. Excluding the payment of registry and ICANN fees, our costs to maintain a domain name registration are negligible.

      We expect that as our domain name registration revenue increases in absolute dollars in future periods, the dollar amount of our cost of revenue will increase correspondingly. We expect that our cost of revenue as a percentage of total revenue will be adversely impacted if the U.S. Department of Commerce approves the proposed agreement between ICANN and VeriSign relating to the management of the .com TLD. This agreement would allow VeriSign to increase the fee it charges registrars for each .com domain registration by 7% annually in four of the six years through 2012, and potentially beyond that date. We expect that domain name registry fees relating to other TLDs, such as the .net TLD, may also increase in future periods as a result of the renewal of agreements with ICANN.

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      Our website hosting revenue and on-demand services and other revenue generate substantially higher margins than our domain name registration revenue and, as a result, our cost of revenue as a percentage of total revenue depends on the mix of domain name registration revenue and other types of revenue. We expect our cost of revenue as a percentage of total revenue to decrease in the future as on-demand services and other revenue becomes a greater percentage of total revenue.

      Research and Development. Research and development expenses consist primarily of salaries and related expenses for personnel developing new services and maintaining and enhancing our existing services. We expect research and development expenses to increase in absolute dollars in the future as we continue to invest additional resources to develop new services and enhance our existing services.

      Marketing and Advertising. Marketing and advertising expenses consist primarily of online and offline advertising costs and marketing personnel salaries and related expenses. In 2003 and 2004, advertising expenses primarily related to online search engine advertising. In 2005, advertising expenses consisted of both online and offline advertising, including a commercial in the 2005 Super Bowl and subsequent cable television advertising. We expect marketing and advertising expenses to fluctuate both in absolute dollars and as a percentage of total revenue in the future depending on the size and scope of our future marketing and advertising campaigns. As a result of the expenses we incurred in connection with our 2006 Super Bowl advertising campaign, we expect marketing and advertising expenses to be higher in 2006 than in 2005. Should we choose to run television advertisements in connection with future Super Bowls, we expect our marketing and advertising expenses to increase significantly in the first quarter of future years on a sequential quarterly basis, consistent with a similar increase we experienced from the fourth quarter of 2004 to the first quarter of 2005.

      Selling, General and Administrative. Selling, general and administrative expenses consist primarily of salaries and related expenses for personnel performing customer care and support, executive, accounting, legal and information technology functions, professional fees, rent expense, internal-use software licenses, overhead and other corporate expenses. We expect selling, general and administrative expenses to increase in absolute dollars in the future as a result of further investments in our customer care center, increased salary and related expenses associated with increased headcount in our finance and legal departments, increased executive- and director-level compensation, and higher professional fees and expenses associated with being a public reporting company.

      Depreciation and Amortization. Depreciation and amortization expenses consist of charges relating to the depreciation and amortization of all of the property and equipment used in our business. We expect depreciation and amortization expenses to increase in absolute dollars in future periods as a result of our purchase of a new data center facility in 2005, and as we continue to make capital investments in hardware and other equipment, particularly in support of the further expansion of our website hosting services.

      Share-Based Compensation. Our historical operating expenses have not included share-based compensation expenses related to options issued to employees, since no outstanding stock options are exercisable prior to our initial public offering or a change of control of our company. All outstanding vested stock options will become exercisable following this offering and we expect to record a charge relating to share-based compensation in the quarter in which this offering is closed, and to record charges thereafter based on the vesting of stock options in the periods after this offering. This compensation will be allocated among research and development expenses, marketing and advertising expenses, and selling, general and administrative expenses based on the job function of the holders of the outstanding options.

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Results of Operations

      The following table presents our selected consolidated statement of operations data expressed as a percentage of total revenue for the periods indicated:

			Year Ended
			December 31,
			2003			2004			2005
Revenue:
	Domain name registration			68	%		66	%		60	%
	Website hosting			22			20			22
	On-demand services and other revenue			10			14			18
		Total revenue		100			100			100
Operating expenses:
	Cost of revenue			50			53			50
	Research and development			9			7			7
	Marketing and advertising			3			6			11
	Selling, general and administrative			36			35			36
	Depreciation and amortization			4			4			6
		Total operating expenses		102			105			110
Loss from operations				(2	)		(5	)		(10	)
Interest and other income, net:				—			—			2
Net loss				(2	)%		(5	)%		(8	)%

Comparison of the Results of Operations for 2003, 2004 and 2005

Total Revenue

		Year Ended December 31,						% Change
		2003		2004		2005		2003 vs. 2004			2004 vs. 2005
		(In thousands)
Domain name registration		$	26,786	$	48,008	$	84,511		79	%		76	%
Website hosting			8,574		14,915		30,551		74			105
On-demand services and other revenue			3,922		10,039		24,696		156			146
	Total revenue	$	39,282	$	72,962	$	139,758		86			92

      Total revenue increased 86% from $39.3 million in 2003 to $73.0 million in 2004 and an additional 92% to $139.8 million in 2005. Our number of customers under contract increased from approximately 1.0 million as of December 31, 2003 to approximately 1.5 million as of December 31, 2004, and to approximately 2.4 million as of December 31, 2005. Our average order size across all points of purchase and for all customers increased from $20.14 in 2003 to $21.23 in 2004 and to $26.81 in 2005.

      Domain Name Registration. Domain name registration revenue increased 79% from $26.8 million in 2003 to $48.0 million in 2004 and an additional 76% to $84.5 million in 2005. Domain name registration revenue declined from 68% of total revenue in 2003, to 66% of total revenue in 2004 and 60% of total revenue in 2005.

      The increase in domain name registration revenue from 2003 to 2005 in absolute dollars was attributable primarily to increases in new domain name registrations that resulted from higher traffic volume to our websites and to increased rates of conversion of that traffic into domain name registration customers. This increase in traffic levels was due to overall industry growth and to increased consumer awareness of our

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brand. The decrease in domain name registration revenue as a percentage of total revenue from 2003 to 2005 was primarily due to more rapid growth in on-demand services and other revenue.

      We had approximately 3.9 million domain names under management as of December 31, 2003, approximately 7.0 million as of December 31, 2004, and approximately 11.3 million as of December 31, 2005.

      Website Hosting. Website hosting revenue increased 74% from $8.6 million in 2003 to $14.9 million in 2004 and an additional 105% to $30.6 million in 2005. Website hosting revenue comprised 22% of total revenue in 2003, 20% of total revenue in 2004, and 22% of total revenue in 2005.

      The increase in website hosting revenue from 2003 to 2005 in absolute dollars was attributable primarily to an increased volume of sales of website hosting services, including sales of website hosting services as part of our bundled service offerings, consistent with a corresponding overall increase in new domain name registration customers. To a lesser extent, this increase in website hosting revenue was due to an increase in the number of customers renewing website hosting services initially purchased in prior periods. In addition, a portion of the increase from 2004 to 2005 was attributable to our introduction of dedicated website hosting and virtual dedicated website hosting services during 2005.

      On-Demand Services and Other Revenue. On-demand services and other revenue increased 156% from $3.9 million in 2003 to $10.0 million in 2004 and an additional 146% to $24.7 million in 2005. On-demand services and other revenue represented an increasing percentage of total revenue, growing from 10% of total revenue in 2003, to 14% of total revenue in 2004, and 18% of total revenue in 2005. The increase in on-demand services and other revenue as a percentage of total revenue from 2003 to 2005 was due primarily to more rapid growth in on-demand services and other revenue than in our other primary sources of revenue.

      The increase in on-demand services and other revenue from 2003 to 2005 in absolute dollars was attributable primarily to an increase in new customers purchasing domain name registrations and website hosting services from us who also purchased on-demand and other services. This increase was also due to the increasing purchase of additional services by existing customers.

      The increase in on-demand services and other revenue from 2003 to 2004 in absolute dollars was also due to a number of other factors, including revenue from the introduction in 2004 of SSL certificates, Online File Folder, Express Email Marketing, Quick Shopping Cart, and Fax Thru Email, and a full year of revenue from services introduced in 2003, including Traffic Blazer and Website Tonight.

      The increase in on-demand services and other revenue from 2004 to 2005 in absolute dollars was also due to a full year of revenue from services we introduced in 2004, sales of new services we introduced in 2005, such as domain name auctions, and our initiation of the delivery of third-party advertisements on “parked pages.”

Operating Expenses

Cost of Revenue

	Year Ended December 31,						% Change
	2003		2004		2005		2003 vs. 2004			2004 vs. 2005
	(In thousands)
Cost of revenue	$	19,855	$	38,596	$	70,540		94	%		83	%

      Cost of revenue increased 94% from $19.9 million in 2003 to $38.6 million in 2004 and an additional 83% to $70.5 million in 2005. Cost of revenue comprised 50% of total revenue in 2003, 53% of total revenue in 2004 and 50% of total revenue in 2005.

      The increase in cost of revenue from 2003 to 2005 in absolute dollars was due primarily to a $41.8 million increase in fees paid to registries and ICANN as a result of increases in the volume of domain name registrations sold and renewed. To a lesser extent, this increase was due to a $3.9 million increase in payment card fees resulting from the increase in overall sales volume, a $2.4 million increase in data center

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expenses associated with the overall increase in website hosting sales volume, and a $2.1 million increase in amounts paid to resellers resulting from increased reseller sales volume. The increase from 2003 to 2004 in cost of revenue as a percentage of total revenue was due primarily to changes in our domain name registration pricing in 2004. The decrease in cost of revenue as a percentage of total revenue from 2004 to 2005 was due primarily to more rapid growth in on-demand services and other revenue, which has substantially higher margins than our other sources of revenue.

Research and Development Expenses

	Year Ended December 31,						% Change
	2003		2004		2005		2003 vs. 2004			2004 vs. 2005
	(In thousands)
Research and development	$	3,513	$	5,348	$	9,705		52	%		81	%

      Research and development expenses increased 52% from $3.5 million in 2003 to $5.3 million in 2004 and an additional 81% to $9.7 million in 2005. Research and development expenses comprised 9% of total revenue in 2003, 7% of total revenue in 2004 and 7% of total revenue in 2005.

      The increase in research and development expenses from 2003 to 2005 in absolute dollars was attributable primarily to an increase in employee headcount from 50 employees as of December 31, 2003 to 106 employees as of December 31, 2005 and related costs.

Marketing and Advertising Expenses

	Year Ended December 31,						% Change
	2003		2004		2005		2003 vs. 2004			2004 vs. 2005
	(In thousands)
Marketing and advertising	$	1,196	$	4,298	$	15,239		259	%		255	%

      Marketing and advertising expenses increased 259% from $1.2 million in 2003 to $4.3 million in 2004 and an additional 255% to $15.2 million in 2005. Marketing and advertising expenses comprised approximately 3% of total revenue in 2003, 6% of total revenue in 2004 and 11% of total revenue in 2005.

      The increase in marketing and advertising expenses from 2003 to 2004 in absolute dollars was due primarily to increased spending on online advertisements, including keywords purchased on major search engines, email marketing and email and branded display advertising.

      The increase in marketing and advertising expenses from 2004 to 2005 in absolute dollars was due primarily to a $7.3 million increase in spending on offline advertising campaigns in 2005 including television, radio and print advertising, with a majority of this amount related to our television advertising campaign for the 2005 Super Bowl. To a lesser extent, this increase in marketing and advertising expenses was attributable to an increase in spending on online advertisements, primarily comprised of keywords purchased on major search engines, and to increased marketing headcount and related costs.

Selling, General and Administrative Expenses

	Year Ended December 31,						% Change
	2003		2004		2005		2003 vs. 2004			2004 vs. 2005
	(In thousands)
Selling, general and administrative	$	14,162	$	25,743	$	50,373		82	%		96	%

      Selling, general and administrative expenses increased 82% from $14.2 million in 2003 to $25.7 million in 2004 and an additional 96% to $50.4 million in 2005. Selling, general and administrative expenses comprised 36% of total revenue in 2003, 35% of total revenue in 2004 and 36% of total revenue in 2005.

      The increase in selling, general and administrative expenses in absolute dollars from 2003 to 2004 was attributable primarily to an increase in salaries and related expenses for newly hired personnel in our customer care center. To a lesser extent, this increase was due to increased insurance and internal telecommunications costs as a result of our overall growth.

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      The increase in selling, general and administrative expenses from 2004 to 2005 in absolute dollars was due primarily to an increase in salaries and related expenses for newly hired personnel in our customer care center and other areas of our business. To a lesser extent, this increase was due to increased rental expense associated with two new facilities and expansions of our two other facilities, and increased professional fees associated with audits for payment card industry compliance, SSL certification compliance and information technology compliance conducted in preparation for becoming a public reporting company.

Depreciation and Amortization Expenses

	Year Ended December 31,						% Change
	2003		2004		2005		2003 vs. 2004			2004 vs. 2005
			(In thousands)
Depreciation and amortization	$	1,384	$	2,780	$	7,784		101	%		180	%

      Depreciation and amortization expenses increased 101% from $1.4 million in 2003 to $2.8 million in 2004 and an additional 180% to $7.8 million in 2005. Depreciation and amortization expenses represented 4% of total revenue in 2003, 4% of total revenue in 2004 and 6% of total revenue in 2005.

      The increase in depreciation and amortization expenses from 2003 to 2004 in absolute dollars was due primarily to $7.3 million in additional spending on computer hardware necessary to accommodate the overall growth in our business. To a lesser extent, the increase was due to the cost of infrastructure associated with the opening of one additional facility, the implementation of a new internal telecommunications system, and the placement into service of an SSL root certificate that was purchased in 2003 which enabled us to begin the sale of SSL certificates during 2004.

      The increase in depreciation and amortization expenses from 2004 to 2005 in absolute dollars was due primarily to $19.5 million in additional spending on computer hardware necessary to accommodate the overall growth in our business. These purchases included additional computer servers required by growth in our sales of website hosting services, additional hardware in anticipation of increased traffic levels on our website resulting from our 2005 Super Bowl television advertising campaign, and additional hardware associated with our achieving compliance with new industry requirements for accepting credit cards.

Interest Income (Expense) and Other Income, Net

      Interest income (expense) and other income, net was $54,000 in 2003, compared with $112,000 in 2004 and $2.3 million in 2005. Interest income (expense) and other income, net in 2005 was comprised primarily of $2.0 million received by us in settlement of a legal dispute involving breach of contract by a third party.

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Quarterly Results of Operations

      The following tables set forth selected unaudited quarterly consolidated statement of operations data for the eight fiscal quarters in 2004 and 2005, as well as the percentage that each line item represents of total revenue. The information for each of these quarters has been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments necessary for the fair presentation of the results of operations for these periods. This data should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for any future period.

			Quarter Ended
			March 31,		June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,			Sept. 30,			Dec. 31,
			2004		2004			2004			2004			2005			2005			2005			2005
			(Unaudited)
			(In thousands)
Revenue:
	Domain name registration		$	10,315	$	11,509		$	12,384		$	13,800		$	16,509		$	19,117		$	23,057		$	25,828
	Website hosting			3,002		3,452			3,929			4,532			5,368			6,898			8,385			9,900
	On-demand services and other revenue			1,895		2,233			2,692			3,219			3,975			5,067			6,672			8,982
		Total revenue		15,212		17,194			19,005			21,551			25,852			31,082			38,114			44,710
Operating expenses:
	Cost of revenue(1)			7,450		8,883			10,328			11,935			14,093			16,007			18,656			21,784
	Research and development			1,040		1,189			1,410			1,709			2,360			2,372			2,481			2,492
	Marketing and advertising			657		909			1,257			1,475			5,520			3,353			3,024			3,342
	Selling, general and administrative			4,573		5,811			6,869			8,490			10,191			11,168			13,043			15,971
	Depreciation and amortization			525		622			696			937			1,401			1,813			2,118			2,452
		Total operating expenses		14,245		17,414			20,560			24,546			33,565			34,713			39,322			46,041
Income (loss) from operation				967		(220	)		(1,555	)		(2,995	)		(7,713	)		(3,631	)		(1,208	)		(1,331	)
Interest income (expense) and other income, net				15		22			39			36			2,022			242			15			(1	)
Net income (loss)			$	982	$	(198	)	$	(1,516	)	$	(2,959	)	$	(5,691	)	$	(3,389	)	$	(1,193	)	$	(1,332	)

(1)  Excluding depreciation and amortization, which is shown separately.

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			Quarter Ended
			March 31,			June 30,			Sept. 30,			Dec. 31,			March 31,			June 30,			Sept. 30,			Dec. 31,
			2004			2004			2004			2004			2005			2005			2005			2005
			(Unaudited)
Revenue:
	Domain name registration			68	%		67	%		65	%		64	%		64	%		62	%		60	%		58	%
	Website hosting			20			20			21			21			21			22			22			22
	On-demand services and other revenue			12			13			14			15			15			16			18			20
		Total revenue		100			100			100			100			100			100			100			100
Operating expenses:
	Cost of revenue(1)			49			52			54			55			55			51			49			49
	Research and development			7			7			7			8			9			8			6			6
	Marketing and advertising			4			5			7			7			21			11			8			7
	Selling, general and administrative			30			34			36			40			40			36			34			36
	Depreciation and amortization			3			4			4			4			5			6			6			5
		Total operating expenses		94			102			108			114			130			112			103			103
Income (loss) from operations				6			(2	)		(8	)		(14	)		(30	)		(12	)		(3	)		(3	)
Interest and other income, net				0			0			0			0			8			1			0			0
Net income (loss)				6	%		(1	)%		(8	)%		(14	)%		(22	)%		(11	)%		(3	)%		(3	)%

(1)  Excluding depreciation and amortization, which is shown separately.

     Total revenue increased sequentially in each quarter presented. These increases were due primarily to increases in number of customers and sales of new service offerings. Our domain name registration revenue was flat from the third quarter to the fourth quarter in 2004 primarily due to slowing sales during the holiday season. We typically experience a decrease in domain name registrations from the end of November through the end of December compared with the rate of sales earlier in the fourth quarter. Historically, we have experienced a significant increase in revenue from the fourth quarter of one year to the first quarter of the next year. We believe this is largely attributable to the increase in consumer purchases of new personal computers during the holiday season in the fourth quarter of each year and a resulting desire to establish an online presence. In the first quarter of 2005, total revenue increased by 20% from the fourth quarter of 2004. This increase and the larger than usual increases in total revenue during the second and third quarters of 2005 were due to a significant increase in overall traffic levels on our website following our 2005 Super Bowl advertising campaign and its related publicity.

      The 274% increase in marketing and advertising expenses from the fourth quarter of 2004 to the first quarter of 2005 reflected increased spending by us on television advertising during the 2005 Super Bowl, related online advertising and the launch of our offline national advertising campaign. The continuation of our offline national marketing campaign resulted in marketing and advertising expenses in the remaining quarters of 2005 being significantly higher than marketing and advertising expenses in the comparable quarters of 2004.

Liquidity and Capital Resources

      Since our inception, we have funded our operations and met our capital expenditure requirements primarily from cash flows from operations. During 2005, we also entered into financing arrangements in connection with the purchase of a building. We had cash, cash equivalents and short-term investments of $13.6 million as of December 31, 2005, and $8.8 million as of December 31, 2004. In addition, as of December 31, 2005, we had $2.3 million in accounts receivable and $5.3 million in registry deposits, compared with $0.8 million in accounts receivable and $2.2 million in registry deposits as of December 31, 2004. Our accounts receivable consist primarily of amounts due from our credit card processor related to float

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from recently completed credit card transactions. Registry deposits consist of required deposits we pay to various domain name registries. These deposits fund the registry fees we must pay as a result of ongoing sales of domain name registrations to our customers.

      Operating Activities. Our financial focus is on sustaining and increasing growth in operating cash flow. Net cash provided by operating activities increased 102% from $7.7 million in 2003 to $15.5 million in 2004 and an additional 98% to $30.6 million in 2005, despite an increase in net loss each year. This is primarily due to the fact that we are paid up-front for substantially all of our services, although we typically defer revenue and cost of revenue and recognize these balances over the term of the service provided. Meanwhile, as sales have increased, we have incurred increasing operating expenses, which, other than cost of revenue, are typically recognized as incurred. Therefore, as we have increased sales each year from 2003 to 2005, the growth in our deferred revenue has increased each year, from an increase of $18.6 million in 2003, to an increase of $33.9 million in 2004 and an increase of $58.6 million in 2005, in each case offset by increasing growth in prepaid domain name registry fees, from an increase of $11.3 million in 2003, to an increase of $16.8 million in 2004 and an increase of $23.0 million in 2005. The growth in net loss over this period has also been partially mitigated by growth in depreciation and amortization from $1.4 million in 2003, to $2.8 million in 2004 and $7.8 million in 2005.

      Investing Activities. Net cash used in investing activities increased 48% from $5.4 million in 2003 to $8.0 million in 2004 and an additional 251% to $28.0 million in 2005. The increase from 2003 to 2004 was due primarily to capital expenditures related to our overall growth and purchases of securities available for sale. The increase from 2004 to 2005 was due primarily to an increase in purchases of property and equipment from $5.9 million in 2004 to $28.1 million in 2005. The increase in property and equipment expenditures from 2004 to 2005 was due primarily to the purchase of a building for $9.5 million, our efforts to build redundancy and additional storage capacity in our systems and software applications, the purchase of infrastructure associated with our compliance with payment card industry requirements, and the purchase of additional hardware and general computer equipment requirements to support our growth.

      Financing Activities. Net cash provided by (used in) financing activities was $(0.6) million in 2003, $(5.1) million in 2004 and $2.2 million in 2005. We made distributions to our sole stockholder of $0.6 million in 2003, $5.1 million in 2004 and $4.8 million in 2005. In 2005, we obtained a $7.1 million loan from a bank to finance the purchase of a building.

      Future Needs. We believe the net proceeds we will receive from this offering, together with our existing cash, cash equivalents and short-term investments and any operating cash flow, will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months. However, our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors. To the extent that funds from this offering, together with existing cash, cash equivalents and short-term investments, are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. If additional funds are obtained by issuing equity securities, substantial dilution to existing stockholders may result. We may be unable to secure additional funds on terms favorable to us or at all.

      Indebtedness. In October 2005, we obtained a $7.1 million loan from U.S. Bank to finance the purchase of a building that we intend to use as a data center. The loan bears interest at a rate of 2.10% plus one-month LIBOR. We have entered into an interest rate swap in order to fix this rate at 6.98%. In October 2005, we also entered into a $1.5 million credit facility with U.S. Bank for the purchase of data center equipment. Any borrowing under the credit facility would bear interest at the prime rate announced by U.S. Bank until July 31, 2006 and, thereafter at the rate of 2.10% plus one-month LIBOR. As of December 31, 2005, there were no balances outstanding under this facility. We have received a waiver from the bank for failure to comply with the requirement that we deliver financial statements audited by a certified public accountant within 120 days after our fiscal year end. All other covenants have been satisfied to date. We anticipate repaying all outstanding indebtedness to U.S. Bank with a portion of the proceeds of this offering. Interest expense in 2005 was approximately $0.2 million.

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Off-Balance Sheet Arrangements

      As of December 31, 2004 and 2005, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commitments

      The following table presents a summary of our contractual obligations and commitments as of December 31, 2005.

	Payments Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
	(In thousands)
Operating lease obligations	$	10,551	$	4,002	$	5,013	$	1,514	$	22
Long-term debt obligations*		9,330		610		1,261		7,459		—
Other contractual commitments		2,473		1,132		1,341		—		—

     * Includes $7.0 million of aggregate principal payments plus interest.

     Operating lease obligations consisted of obligations under leases for office space and hardware maintenance agreements. Long-term debt obligations consisted of indebtedness to U.S. Bank in connection with our purchase of a new data center facility. Other contractual commitments consisted of payments due under equipment maintenance agreements. We intend to use a portion of the proceeds from this offering to repay in full all outstanding long-term debt and accrued interest. The expected timing of payments included in this table is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the timing of receipts of goods or services and changes to agreed upon amounts.

Critical Accounting Policies and Estimates

      Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our significant accounting policies that require significant estimates and judgments, which we call our critical accounting policies, are as follows:

      Revenue Recognition. We recognize revenue in accordance with applicable revenue recognition guidance and interpretations, including the requirements of Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, Statement of Position 97-2, Software Revenue Recognition, and SEC Staff Accounting Bulletin No. 104, Revenue Recognition.

      We record revenue when all four of the following criteria are met: (1) there is persuasive evidence that an arrangement exists; (2) delivery of the services has occurred; (3) the selling price is fixed or determinable, and (4) collectibility is reasonably assured. We record cash received in advance of revenue recognition as deferred revenue.

      We defer domain name registration revenue at the time of registration and recognize it ratably on a daily basis over the term of the registration. Domain name registration contracts we enter into with our customers have a term ranging from one to ten years. Except for arrangements we have with a small number of customers which are large enterprises with which we have negotiated alternative arrangements, all of our customers pay for domain name registrations in full at the time of registration. Domain name registration fees are non-refundable, and we record them as deferred revenue in our consolidated balance sheets. We record

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website hosting revenue and on-demand services revenue as deferred revenue and recognize it ratably on a daily basis as the services are provided.

      Our agreements do not contain general rights of return. We reserve for payment card chargebacks and certain other refunds based on our historical experience. We record reserves as a reduction to revenue.

      We evaluate revenue arrangements with multiple deliverables, including the sale of our bundled suites of multiple services, to determine if the deliverable items can be divided into more than one unit of accounting. An item can generally be considered a separate unit of accounting if all of the following criteria are met:

•  the delivered item has value to the customer on a stand-alone basis;

•  there is objective and reliable evidence of the fair value of the undelivered item; and

•  if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in our control.

      Items that do not meet these criteria are combined into a single unit of accounting. If there is objective and reliable evidence of fair value for all units of accounting, we allocate the arrangement consideration to the separate units of accounting based on their relative fair values. We record revenue from these units in the appropriate revenue line item. In cases where the selling price allocated to an individual unit is less than our cost of the unit, we immediately record a loss for the amount by which the cost exceeds the revenue allocated to the unit. In the event objective and reliable evidence of the fair value(s) of the undelivered item(s) did not exist, we would defer all revenue for the arrangement and recognize it over the period in which the last item is delivered.

      Taxes. As a subchapter S corporation for all periods from inception through December 31, 2005, we were not subject to federal income taxes directly. Rather, our stockholder was subject to federal income taxation based on our net taxable income or loss. Upon our reincorporation in Delaware as a subchapter C corporation, we will need to make estimates and judgments in determining our income tax expense, and in the calculation of our tax assets and liabilities. This approach will require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We will record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Judgment will be required to determine whether an increase or decrease of the valuation allowance is warranted. We have had substantial tax losses over the years and a net loss in every year since inception. Therefore, we expect to record a full valuation allowance against our tax assets.

      Our corporate tax rate will be a combination of the tax rates of the jurisdictions where we conduct business. We are an Arizona-based company and do not currently have operations in foreign jurisdictions.

      We are responsible for charging end customers certain taxes in numerous international jurisdictions. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. In the future, we may come under audit, which could result in changes to our tax estimates. We believe that we maintain adequate tax reserves to offset the potential liabilities that may arise upon audit. Although we believe our tax estimates and associated reserves are reasonable, the final determination of tax audits and any related litigation could be materially different than the amounts reserved for tax contingencies. To the extent that these estimates ultimately prove to be inaccurate, the associated reserves would be adjusted resulting in our recording a benefit or expense in the period in which a final determination is made.

Share-Based Compensation

      We account for employee stock options granted prior to December 31, 2005 pursuant to Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or APB 25, and related interpretations, and have adopted the disclosure-only alternative of Statement of Financial Accounting Standards, or SFAS, No. 123, Accounting for Stock-Based Compensation, and SFAS, No. 148, Accounting for Stock Based Compensation — Transition and Disclosures. Stock options granted prior to December 31, 2005

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have exercise prices equal to the value of the underlying stock as determined by our board of directors on the date the option was granted. Our board of directors determined the value of the underlying stock by considering a number of factors, including operating cash flows, the risks we faced at the time, and the lack of liquidity of our common stock. The stock options vest 25% per year beginning one year after the grant date, and expire ten years from the date of grant; however, the options are not exercisable prior to the sale of our company or our common stock being listed and publicly traded on a U.S. stock exchange. As a result of the lack of exercisability, the stock options outstanding are considered to be variable awards and the measurement date will only occur when exercise of the options becomes probable. At December 31, 2005, the exercisability of our stock options had not yet been deemed probable and as a result no compensation expense has been recorded. We will record a compensation expense in connection with these grants concurrently with the effective date of this offering. This compensation expense will be allocated among research and development expenses, marketing and advertising expenses, and selling, general and administrative expenses based on the job function of the holders of the outstanding options.

      Based on the fair value of our common stock of $11.64 at December 31, 2005, the amount of unrecognized compensation expense resulting from outstanding stock options would be approximately $61.6 million. In addition, the amount of unrecognized compensation expense related to vested options at December 31, 2005 would be approximately $56.5 million. This fair value is based upon a retrospective third-party valuation analysis and is inherently uncertain and highly subjective.

      As of January 1, 2006, we have adopted SFAS No. 123R. SFAS No. 123R requires measurement of all employee share-based compensation awards using a fair-value method and recording of this expense in the consolidated financial statements. We selected the Black-Scholes-Merton option pricing model as the most appropriate method for estimating the fair value of share-based awards. The Black-Scholes-Merton option pricing model requires us to make certain assumptions, including stock price volatility, estimated forfeitures, employee stock option exercise behavior and other factors, that can be highly subjective and difficult to predict. A change in one or more of these assumptions could have a material impact on total share-based compensation expense. SFAS No. 123R requires share-based compensation expense to be recognized in our statement of operations over the service period of the share-based award, which is typically the vesting period. We are required to adopt SFAS No. 123R under the prospective method, in which nonpublic entities that previously applied SFAS No. 123 using the minimum-value method (whether for financial statement recognition or pro forma disclosure purposes), would continue to account for unvested stock options outstanding at the date of adoption of SFAS No. 123R in the same manner as they had been accounted for prior SFAS No. 123R to adoption. That is, since we have been accounting for stock options using the intrinsic-value method under APB 25, we will continue to apply APB 25 in future periods to stock options outstanding at January 1, 2006.

      Contingencies. We record contingent liabilities resulting from asserted and unasserted claims against us, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities, when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are involved in legal proceedings in the normal course of business. We do not believe these proceedings will have a material adverse effect on our consolidated results of operations or financial position.

Quantitative and Qualitative Disclosures about Market Risk

      Our investment portfolio, consisting of fixed income securities, was $3.0 million as of December 31, 2005. These securities, like all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. If market rates were to increase immediately and uniformly by 10% from the levels of December 31, 2005, the decline in the fair value of our investment portfolio would not be material given that our investments typically have interest rate reset features that regularly adjust to current market rates. Additionally, we have the ability to hold our fixed income investments until maturity and, therefore, we would not expect to recognize any material adverse impact in income or cash flows.

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      We are exposed to financial market risks, including changes in interest rates and foreign currency in connection with our foreign customers’ exposure to fluctuations in exchange rates. Nevertheless, the fair value of our investment portfolio or related income would not be significantly impacted by a 100 basis point increase or decrease in interest rates, due primarily to the short-term nature of the major portion of our investment portfolio.

      We do not purchase or hold any derivative financial instruments for the purpose of speculation or arbitrage.

      At present, we have $7.0 million in debt obligations. Changes in interest rates do not affect interest expense incurred on our long-term debt as we have fixed the interest rate using an interest rate swap. At present, we have no borrowings under our line of credit facility.

      We have no operations outside of the United States and, accordingly, we are not susceptible to significant risk from changes in foreign currencies.

      During the normal course of business we could be subjected to a variety of market risks, as we discussed above. We continuously assess these risks and have established policies and procedures to protect against the adverse effects of these and other potential exposures. Although we do not anticipate any material losses in these risk areas, no assurance can be made that material losses will not be incurred in these areas in the future.

Recent Accounting Pronouncements

      In March 2005, the SEC issued Staff Accounting Bulletin, or SAB, No. 107, Share-Based Payment. SAB No. 107 provides guidance regarding the interaction between SFAS. No. 123R and certain SEC rules and regulations, including guidance related to valuation methods, the classification of compensation expense, non-GAAP financial measures, the accounting for income tax effects of share-based payment arrangements, disclosures in management’s discussion and analysis of financial condition and results of operations subsequent to adoption of SFAS No. 123R and modification of options prior to the adoption of SFAS No. 123R.

      In May 2005, the Financial Accounting Standards Board, or FASB, issued SFAS No. 154, Accounting Changes and Error Corrections — A Replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires the retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impractical to determine either the period-specific effects or cumulative effect of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS No. 154 is affective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 and we will adopt this provision, as applicable, during 2006.

      In November 2005, the FASB issued FSP FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which provides guidance on determining when investments in certain debt and equity securities are considered impaired, whether that impairment is other-than-temporary, and on measuring such impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of other-than temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 is required to be applied to reporting periods beginning after December 15, 2005 and is required to be adopted by us in the first quarter of fiscal 2006. We are currently evaluating the effect that the adoption of FSP 115-1 will have on our consolidated results of operations and financial condition but does not expect it to have a material impact.

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BUSINESS

Overview

      Go Daddy is a leading provider of services that enable individuals and businesses to establish, maintain and evolve an online presence. We provide a variety of domain name registration and website hosting services as well as a broad array of on-demand and other services such as website creation tools, ecommerce and security solutions and productivity and marketing tools. We are the world’s largest domain name registrar, with approximately 13.6 million domain names under management as of April 30, 2006, and North America’s largest shared website hosting provider. During the final six months of 2005, we registered approximately one-third of all domain names registered in the top five gTLDs — .com, .net, ..org, .biz and .info. Our domain name registration services act as a gateway product for our other services which include website hosting and creation tools, ecommerce and security solutions and productivity and marketing tools. Our services can be purchased independently or as bundled suites of offerings targeted to meet the specific needs of our customers, and we market these services both at the initial point of purchase as well as throughout the customer lifecycle. We have developed substantially all of our service offerings internally and believe our suite of services is best-of-breed in the industry in terms of comprehensiveness, performance, functionality and ease of use. We seek to strengthen customer relationships by providing what we believe are the highest levels of customer care and support in the industry. We generate revenue from sales made directly to customers through our primary website, www.GoDaddy.com, and our customer care center, as well as indirectly through our large network of resellers.

Industry Overview

  The Growth of the Internet

      The Internet is a global medium for information, communication and commerce and an integral part of everyday life for hundreds of millions of people worldwide. According to Euromonitor International, an industry research firm, the number of Internet users worldwide was an estimated 1.2 billion in 2005 and is estimated to grow to approximately 2.2 billion in 2010, representing an annual growth rate of approximately 13%. Due to a number of factors, including the rapid rate of adoption of broadband services, these Internet users are also spending more time online. According to the U.S. Census Bureau, the average amount of time spent online by a person in the U.S. nearly doubled between 2000 and 2005. This growth in Internet users and usage is being driven by the ever-increasing variety of content, commerce and applications available online. Many individuals now use the Internet as a primary means to access news and information, communicate and socialize, and purchase goods and services.

      The global reach, interactive nature and transactional efficiency of the Internet enable businesses to capitalize on new revenue opportunities by building websites that support ecommerce and other commercial activities. While most large corporations are already operating online, many small and home-based businesses have yet to establish a presence online. According to IDC, a leading research firm for information technology markets, there were 8.1 million businesses in the U.S. with fewer than 100 employees in 2005, of which only 4.8 million, or less than 60%, had a website. Additionally, IDC estimates that there were 14.7 million home-based businesses in 2005, of which less than 30% had a website. Even smaller percentages of these small and home-based businesses actually use their websites to communicate or transact business with their customers online.

      The growth in Internet users and usage provides many opportunities to individuals and businesses that establish and maintain an online presence, or an electronic “address” on the Internet. In order to take advantage of these opportunities, individuals and businesses must first register a domain name, and then create and maintain a website. Services integral to building and maintaining a meaningful online presence include website creation and development, website hosting, email, ecommerce and online security.

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  Registering a Domain Name

      Registering a domain name is the first step in establishing an online presence. A domain name, such as GoDaddy.com, represents a unique Internet Protocol, or IP, address that serves as an identifier for a computer or device on the Internet. Substantially all domain names include the domain suffix of either a generic top level domain, or gTLD, or a country code top level domain, or ccTLD. gTLDs include domain suffixes such as .com, .net and .org, while ccTLDs include domain suffixes such as .us, .ca and .de. As the Internet continues to evolve, the universe of TLDs continues to expand. For example, the .eu suffix was introduced in early 2006 to denote domain names associated with the European Union. According to Zooknic, an Internet research firm, as of December 31, 2005, there were approximately 94 million registered domain names worldwide, and this number is expected to increase to approximately 240 million in 2010, representing an annual growth rate of 21%.

      The domain name registration system consists of two principal types of entities — registries and registrars — both of which are overseen by the Internet Corporation for Assigned Names and Numbers, or ICANN, a non-profit corporation established by the U.S. Department of Commerce to manage the domain name registration system. ICANN contracts with registry companies, such as VeriSign and NeuStar, Inc., to administer the master databases of domain names and their corresponding IP addresses for one or more TLDs. ICANN accredits registrar companies, such as Go Daddy, to facilitate registration of domain names with the relevant registry. Customers typically purchase from registrars the right to utilize specific domain names for periods of one to ten years, with full payment due at the time of purchase. Registrars, in turn, pay fees to the relevant registry, as well as to ICANN for the TLDs administered by ICANN, for each domain name registered, and then handle ongoing billing, customer service and technical management related to the domain name.

  Building and Maintaining an Online Presence

      After registering a domain name, an individual or a business seeking to create an online presence may use a variety of products or services such as the following:

      Website hosting. A website’s content is composed of data that must be hosted on a server that can be accessed by Internet users. Hosting refers to the housing, serving and maintaining of data for one or more websites on servers that are operated and maintained by the website owner or a third-party hosting provider. In addition to basic website storage and electronic access, many website hosting service providers offer their customers additional benefits, including increased connectivity speed and bandwidth, redundancy, backup, security and technical support. According to IDC, total shared and basic dedicated website hosting services revenue in the U.S. was approximately $1.8 billion in 2005 and is expected to grow to $3.4 billion in 2009, representing an annual growth rate of 17%.

      Ecommerce services. The increase in Internet users and usage is causing rapid growth in ecommerce volume. Many consumers and businesses use the Internet as a convenient resource for researching and purchasing goods and services. According to IDC, global ecommerce is expected to grow from $3.8 trillion in 2005 to $8.5 trillion in 2009, representing an annual growth rate of 22%. In order to establish ecommerce capabilities, website owners often utilize various products and services, including website creation tools, online shopping carts, payment processing, and security tools such as SSL certificates.

      Electronic communications. Electronic communication has proliferated for both personal and professional use. In particular, email has become an essential means of communication, and having an email address that serves as a personalized or branded identifier has become increasingly important for individuals and businesses. In order to have a personalized or branded email address, such as you@YourPersonalDomainName.com, the email address owner must also register the associated domain name, or YourPersonalDomainName.com in this example. As a result, individuals and businesses are increasingly registering domain names in order to obtain a personalized or branded email address. Additionally, service providers are increasingly offering electronic communications features such as mobility, collaboration, fax through email and email marketing services.

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Customer Challenges

      The dynamic nature of the Internet, including the proliferation of content, ecommerce and applications online, as well as the continued advancement of its related technologies, create a number of challenges for individuals and businesses seeking to establish, maintain and evolve an online presence. Some of these challenges include:

      Establishing a meaningful online presence. To establish a meaningful online presence, individuals and businesses must identify, purchase and register a domain name, and then design and build a website incorporating the appropriate features and functionality. Many individuals and small businesses lack the technical knowledge and skills necessary to complete this entire process, and attempting to do so is frequently time-consuming and expensive. These individuals and businesses often must consult numerous online and offline resources or procure the services of outside consultants to assist them. Additionally, the need to obtain software and services from a variety of vendors often adds complexity and increases the risk that these solutions will not integrate or operate properly with each other.

      Maintaining and evolving a website. Having created a website, individuals and businesses must store the website’s content on their own server or utilize a third-party hosting provider. Over time, individuals and businesses may also want to incorporate additional features and functionality that address their evolving needs. For example, some businesses may want to incorporate ecommerce functionality, productivity tools and marketing capabilities into their websites, while some individuals may want to create weblogs, or blogs, podcasts and online forums on their websites. As the Internet grows and new technology is developed, individuals and businesses are continuously challenged to keep pace by upgrading the functionality and performance of their websites and the server capacity necessary to store increasing volumes of content.

      Ensuring website availability and security. Websites are constantly exposed to the risk of slow performance or network downtime, which can result in lost revenue, customer dissatisfaction and reputational damage for businesses and lost content, increased cost and inconvenience for individuals. In addition, website operators face an array of increasingly sophisticated security threats, such as computer hacking, denial of service attacks, domain name and online data theft, and other online fraud. Protecting a website from potential system failures and security threats often requires the use of a variety of solutions or providers, which can lead to high system costs, significant upgrade expenses and interoperability challenges.

      Accessing technical support. Website owners may experience problems relating to their websites and thus desire access to dedicated support personnel who can resolve these technical challenges. Over time, they may also want to consult with experts who are familiar with their needs and can advise them about additional features or services that could enhance their website’s performance, functionality or user traffic levels. Since websites are “always on” and problems can arise at any time, many customers want access to technical support and consultation 24 hours per day, 7 days per week, using the telephone, email or the Internet.

      We believe that individuals and businesses prefer to address these challenges by utilizing a single provider that can offer them the comprehensive set of services and resources they need to establish, maintain and evolve an online presence quickly and easily.

Our Solution

      We are a leading provider of services that enable individuals and businesses to establish, maintain and evolve an online presence quickly and easily. Key elements of our solution include:

      “One-stop shop” for establishing and maintaining an online presence. We provide customers a single location where they can register domain names, purchase the services and functionality necessary to establish, maintain and update an online presence, and access comprehensive technical support. We offer our services either individually or as bundled suites of integrated services targeted to meet the specific needs of customers. We also address the evolving needs of customers whose websites increase in content and sophistication over time by offering additional value-added services including more advanced website hosting and ecommerce, productivity and marketing tools.

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      Value-oriented services, features and functionality focused on customer needs. Our corporate philosophy is to offer our customers competitively priced, value-oriented services that directly address their evolving needs. We actively monitor trends in customer usage and market demand in order to develop services that anticipate and respond to these customer needs. We believe our customer-focused approach enhances our customers’ satisfaction with us and engenders a high degree of loyalty within our customer base. We have developed substantially all of our service offerings internally and believe our suite of services is best-of-breed in the industry in terms of comprehensiveness, performance, functionality and ease of use.

      Focus on customer care and advice. We strive to consistently provide the highest levels of customer care and support in the industry. We have over 750 professionally trained customer care representatives who provide technical assistance and also operate as “business consultants,” advising customers of additional services that best suit their individual needs. These customer care representatives are available for consultation 24 hours per day, 7 days per week to provide expert assistance and advice across the broad spectrum of our services. In addition, our easy-to-use website contains extensive educational content designed to demystify the process of establishing an online presence and to assist customers in choosing the services that best meet their needs.

      High level of system reliability and security. Our technology infrastructure incorporates hardware, software and services from leading suppliers and is designed to handle large and expanding volumes of domain name registrations, website hosting accounts and traffic on our own and our customers’ websites in an efficient, scalable and fault-tolerant manner. Our hosting technology platform is designed to maximize the performance and uptime of customers’ websites and to protect customer data from security breaches.

Our Competitive Strengths

      Our competitive strengths include the following:

      Market leadership position. We are the world’s largest domain name registrar, with approximately 13.6 million domain names under management as of April 30, 2006. Moreover, during the final six months of 2005, we registered approximately one-third of all domain names registered in the top five gTLDs — .com, .net, .org, ..biz and .info — according to ICANN. We are also North America’s largest shared website hosting provider as of April 30, 2006 as reported by Netcraft. Our leading market positions in total domain names under registration, new domain name registrations, and website hosting provide us with a number of competitive advantages. We benefit from increased revenue opportunities through sales of additional value-added services to our existing customer base and from reduced customer acquisition costs as a result of the large number of referrals we receive from our customers. In addition, we benefit from economies of scale and are able to allocate research and development, advertising and various other costs across a large customer base.

      Active customer relationship management and lifecycle marketing. We actively manage customer relationships to identify opportunities to market additional services. Our website and customer relationship management systems promote our services and target customer needs as they establish, maintain and evolve their online presence. Our website is designed, and our customer care center personnel are trained and encouraged, to cross-sell our services. We actively market additional services both at the time of a customer’s initial purchase and throughout the customer lifecycle through our email, telephone, direct mail and other targeted marketing campaigns. Our high level of customer service affords us many opportunities to sell customers additional higher-margin services and enhances our customer retention rates. We have found that customers typically place multiple additional orders with us within the first year of their initial purchases from us.

      Strong brand recognition. We have established Go Daddy as one of the leading brands in our industry. As a result of our strong brand recognition, we attract a large number of potential customers directly to our website, thus reducing our customer acquisition costs and enhancing revenue growth. We have launched a number of online and offline marketing initiatives to further enhance awareness of our brand. These initiatives, including our television advertisements during the two most recent Super Bowls, often use humor to enhance the visibility and recognition of the Go Daddy brand name. Our broad base of registered domain

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name customers serves as an effective marketing channel for us, providing us with follow-on sales opportunities and new sales through word-of-mouth referrals. In addition, we have expanded our marketing efforts into other channels such as package inserts, podcasting, radio and direct mail.

      Leading proprietary technology. We have invested significant resources in the internal development of services we offer to our customers. The active relationships we maintain with our customers helps us to monitor trends in the market and develop services that meet their evolving needs. In-house development of our technology enables flexibility in marketing and pricing and reduces our licensing costs, thereby improving our margins. Our internal development also enables us to offer a set of services that are fully integrated and easy to use and support. In addition, because of the familiarity we have with the technology underlying our services, we are able to offer superior care to customers requiring technical assistance.

Our Growth Strategy

      We believe there is significant growth potential in our current and future markets as a result of the continued growth in Internet users and usage, the increasing benefits to individuals and businesses from establishing an online presence, and the relatively small percentage of Internet users who have registered a domain name. The number of Internet users worldwide was estimated to be 1.2 billion in 2005, and is estimated to grow to approximately 2.2 billion in 2010, while only approximately 94 million domain names were registered worldwide as of December 31, 2005. We intend to achieve further growth by pursuing the following key strategies:

      Continue to grow our customer base. We plan to leverage our market leadership positions and enhance awareness of our brand in order to continue to expand our customer base. We intend to further expand our customer base through our online and offline marketing initiatives, with the goal of driving increased traffic to our website, and converting a larger percentage of our website visitors into customers. We plan to continue to utilize website optimization tools and a variety of promotional activities to increase our visitor conversion rates. We also plan to continue to leverage our large base of satisfied customers to generate a significant number of potential new customers through word-of-mouth referrals.

      Sell additional services to customers. We seek to increase our average order size and revenue per customer by serving as a “one-stop shop” for customers, thereby creating opportunities to sell additional services both at the initial time of purchase and throughout the customer lifecycle. We utilize proprietary business intelligence technologies to identify the additional services most likely to be purchased by particular customers to maximize the revenue we generate from each customer. We believe we can continue to provide significant added value to customers as they establish and evolve their online presence by selling them additional higher-margin services.

      Continue to expand and enhance our service offerings. We plan to continue to introduce new services to meet the evolving needs of customers, and to enhance our existing service offerings. Our research and development department is organized into over 15 specialized teams, and is currently developing new services in the areas of mobilization, personalized content development and enhanced website security, among others. Our large customer base affords us significant opportunities to realize revenue gains from each additional service we develop.

      Strengthen our customer relationships. Ongoing customer satisfaction is critical to our continued success and future growth. We have established and continue to develop a brand based on trust, service, value and technical expertise. As Internet usage further penetrates the mainstream population, we expect that the technical sophistication of the average user will decrease, underscoring the vital role that investment in world-class customer care will play in our future growth. By further investing in our customer care operations and by growing and evolving our suite of services in response to customer demand, we aim to continue to generate a high degree of loyalty within our customer base and to further improve our customer acquisition and retention rates.

      Pursue acquisitions and expand our international presence. We plan to evaluate potential acquisitions that may offer complementary technologies or services, as well as geographic expansion opportunities.

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Euromonitor International estimates that non-U.S. Internet users are expected to account for approximately 91% of the estimated 2.2 billion worldwide Internet users in 2010. Accordingly, we believe there are significant growth opportunities in international markets, including Asia, Europe and Latin America. We intend to expand our capabilities outside of the U.S., both organically and through acquisitions.

Go Daddy Services

      We have designed and developed an extensive set of on-demand services that enable individuals and businesses to create, maintain and evolve an online presence quickly and easily. We offer our services either individually or as bundled suites of integrated services designed for specific activities. Examples of our bundled service offerings include our “eCommerce Sites” package, which allows a business owner to augment its website with ecommerce functionality, such as an integrated shopping cart, SSL certificates and payment solutions, or our “Family Hosting” package, which allows an individual to register a domain name, build and host a website, and share his or her family content online.

      Our domain name registration services allow us to establish customer relationships and act as a gateway product for our website hosting and on-demand and other services. Of our 1.5 million and 2.4 million customers under contract as of December 31, 2004 and December 31, 2005, approximately 50% and 55% of our standard domain name customers had purchased additional services, including website hosting, on-demand services or other services. We believe the website hosting and on-demand and other services described below increase our revenue and margin levels, improve domain name registration renewal rates and add significantly to our value proposition to customers. Our services include the following:

  Domain Name Registration Services

      We had approximately 13.6 million domain names under management as of April 30, 2006 and registered approximately one-third of all domain names in the top five gTLDs — .com, .net, .org, .biz, and .info — in the last six months of 2005. Developing a large and growing base of domain names under registration allows us to capture customers at the entry point of their website development efforts. Sales of domain name registrations accounted for approximately 68% of total revenue in 2003, 66% of total revenue in 2004 and 60% of total revenue in 2005. In 2005, our customer renewal rate for expiring domain name registrations was approximately 62%.

      Standard Domain Name Registration. Using our website, potential customers can search for, establish the availability of, and, if it is available, register a particular domain name. If a domain name is not available, our website automatically recommends similar names and other TLDs that are available, and allows customers to back-order a domain name registered by another registrant. We currently sell our standard domain name registration for the .com TLD, together with basic advertising-supported website hosting, free blog service and a single email account, for $8.95 per year for a one-year term. We offer discounts to purchasers of multiple domain names, multi-year contracts and larger multi-service bundles.

      Domain Name Transfer. We offer customers the ability to transfer the registration of a single domain name or multiple domain names to us from other registrars using our automated domain name transfer service. We also provide customers a concierge service to assist them in the domain name transfer process.

      Domain Name Privacy. Our domain name privacy service allows customers to register a domain name through us on an “unlisted” basis, protecting them from privacy intrusions based on exposure of their personal or corporate information. This privacy service also enables businesses to secure a name confidentially for an unannounced product, service or idea.

      Business Registrations. Our business domain name registration service provides business customers with a differentiated advertising opportunity in the public WhoIs database, which is searched by Internet users millions of times per day. This service enables customers to include in this database specific details about their business that would not typically be found in the database and provides information similar to a Yellow Pages directory listing. These business details might include the business’ hours of operation, a map to the

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location of the business, a custom description of the business, and custom images and links for displaying awards or special offers.

  Website Hosting Services

      We operate, maintain and support website hosting in our own facilities using either Linux or Windows operating systems. Sales of website hosting services accounted for approximately 22% of total revenue in 2003, 20% of total revenue in 2004 and 22% of total revenue in 2005. Our current hosting plan pricing starts at $3.99 per month for shared hosting, $34.99 per month for virtual dedicated hosting and $88.99 per month for dedicated hosting.

      Website Hosting on Shared Hosting Servers. The term “shared hosting” refers to the housing of multiple websites on the same server. We currently offer three tiers of shared website hosting plans bundled with a variety of applications and services such as web analytics and SSL certificates.

      Website Hosting on Virtual Dedicated Servers. The term “virtual dedicated hosting” refers to the use of software to partition a single physical server so that it functions as multiple servers. A virtual dedicated server provides the customer with full control and electronic access, additional disk space and bandwidth, and up to three dedicated IP addresses. Our website hosting on virtual dedicated servers expands our basic shared hosting service to meet the needs of most of our individual and business customers.

      Website Hosting on Dedicated Servers. The term “dedicated hosting” refers to the housing of a website on a single server dedicated solely to that customer. We offer three fixed-price plans, depending on the customer’s desired hardware, performance and control features. In addition, customers may choose to configure their own plan and choice of options. This service includes electronic customer access to the server, comprehensive customer support and network monitoring.

  On-Demand and Other Services

      We offer a variety of on-demand and other services that enable customers to enhance and optimize their online presence, including website creation, ecommerce, productivity and website marketing solutions. On-demand services and other revenue comprised 10% of total revenue in 2003, 14% of total revenue in 2004 and 18% of total revenue in 2005, with a small portion of this revenue derived from enrollment fees paid to us by resellers and, in 2005, the sale of advertising on parked pages registered with us.

Website Creation

      Website Tonight. Our Website Tonight service is a tool that enables customers to build their own websites. We offer customers three fixed-price plans depending on their desired number of website pages, level of required storage, amount of required bandwidth and number of email accounts. With each of these plans, customers have access to over 100 professionally designed templates, which can be personalized by adding photos, graphics or text, as well as several theme-based categories with specialty content for small businesses, organizations, families, athletic teams, weddings, reunions and other categories.

      Quick Blog. Our Quick Blog service enables users to create blogs for posting personalized content on the Internet and sharing these postings with others. This service includes access by multiple authors to multiple blogs, 50 customizable templates, image and audio file uploading, survey capabilities, site statistics, email updates, spam protection and tools to manage the blog according to customer preferences.

eCommerce

      SSL Certificates. SSL certification allows Internet users to verify the identity of other users as a means of increasing the security of online transactions and communications. We offer SSL certificates in 128-bit or 256-bit encryption, depending on customer security requirements, and for time periods ranging from one to ten years.

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      Quick Shopping Cart. Our Quick Shopping Cart service allows customers to create their own stand-alone store or add one to an existing website. Quick Shopping Cart also allows customers to post their product catalogs, integrate online sales information with Intuit Inc.’s QuickBooks product, list products for auction on eBay, streamline shipping logistics, accept credit card and PayPal payments on their websites, and market their websites through Google services.

      Merchant Accounts. Our merchant account service provides customers with tools to process credit card payments online for goods and services sold on their websites. Proceeds from the sale of goods and services, net of credit card fees, are electronically deposited in the customer’s bank account.

  Productivity Tools

      Email Accounts. We offer email accounts under three fixed-price plans, with pricing dependent on the customer’s desired level of storage and number of email addresses. Our standard email account is a core component of many of our suites of bundled services. All of our email accounts are advertising-free and incorporate protection from spam, viruses and other forms of online fraud such as phishing.

      Online File Folder. Our Online File Folder service allows customers to store, access, transfer, encrypt and share files, such as presentations, spreadsheets, reports, music, photos and video clips, online from any Internet-connected computer.

      Fax Thru Email. Our Fax Thru Email service allows customers to send and receive faxes from any Internet-connected computer. We offer three monthly plans for this service, with pricing dependent on the customer’s volume of usage.

      Online Group Calendar. Our Online Group Calendar service is an organizational tool that keeps track of group activities, events and important dates, and can be used to send email reminders automatically. This password-protected tool enables customers to search their group’s calendar to schedule events for the group, manage tasks and upload files to share with other group members.

  Marketing Tools

      Traffic Blazer. Our Traffic Blazer service is designed to attract traffic to customers’ websites by helping them prepare and optimize web pages for, and submit them to, leading Internet and blog search engines and directories. It is designed to facilitate successful Internet marketing for individuals and businesses that recognize the increasing importance and reach of search engines.

      Traffic Facts. Our Traffic Facts service offers customers web analytics to gather, manipulate and graphically report statistical data affecting their websites’ success, including information about visitors to their website, entry and exit pages, referring domain names and search engines, the number of sessions and pages viewed, and the volume of bandwidth used.

      Express Email Marketing. Our Express Email Marketing service enables customers to market their businesses online through email and, at the same time, manage customer information, design email advertising campaigns, conduct surveys, and prepare marketing and user reports.

  Other Services

      Domain Name Auctions. We offer domain name owners a series of online auction services through our website www.TheDomainNameAfterMarket.com, or www.tdnam.com. These after-market services allow domain name owners to sell their domain names through a traditional online auction, an offer/counteroffer auction, an expired name auction or a “buy now” auction. We receive a percentage of the sales price for each domain sold in an auction.

      Domain Name Appraisals. Domain name appraisals give individuals seeking to purchase or sell domain names an estimate of the value of those names based on a number of key criteria, including commercial use value, name length and brand recognition. The results of this appraisal are available to the customer within two hours and can be shared with third parties or kept confidential. A customer can also have us certify an

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appraisal so that prospective after-market purchasers of a domain name can view the appraisal and valuation criteria.

Sales and Marketing

      We focus our sales and marketing efforts primarily on the online needs of individuals and small businesses. We promote Go Daddy as a “one-stop shop,” offering value-oriented pricing and a strong commitment to customer care and support.

      Sales. We sell our services primarily through our websites and our customer care center. We also receive revenue through automated billing for renewals of services previously purchased. Additionally, we have a network of third parties that refer customer prospects to us or resell our services. We pay our resellers an amount based on the difference between the pricing of their sale of the given service and the wholesale rate upon which we agree. Through our wholly-owned subsidiary, Wild West Domains, we have contractual relationships with over 20,000 resellers to resell our domain name registration and other services under their own brands. For example, Dell Inc. acts as a reseller of our services to its small business customer base. In 2005, reseller enrollment fees and sales through our Wild West Domains subsidiary accounted for 15% of total revenue.

      Marketing. Our marketing strategy uses brand marketing initiatives to drive traffic to our website and to raise awareness of Go Daddy as the leading provider of domain name registration, website hosting and other on-demand services. We supplement these initiatives with our direct marketing efforts aimed at converting potential customers into actual customers, promoting additional sales to our existing customer base, and improving our renewal rates on previously sold services. Our marketing programs include a variety of online and offline advertising initiatives and public relations activities targeted primarily at individuals and small businesses, which comprise the core base of our customers.

      Our principal marketing initiatives are:

•  Offline advertising — including advertising on television and radio and in print media. We launched a television advertising campaign during the 2005 Super Bowl, and since then have conducted further television advertising that featured cable television advertising and commercials aired during the 2006 NFL Playoffs and the 2006 Super Bowl. In addition, we have recently launched package insert campaigns with market-leading third parties such as Dell and Amazon.com.

•  Online advertising — including search-based ads, banner ads, targeted email campaigns, podcast advertising and the use of domain names that are registered with us but do not yet contain an active website, known as “parked pages.”

•  Customer retention and appreciation marketing efforts — including direct mail and email campaigns, as well as telesales follow-up contacts. We use these campaigns and contacts to market additional services that we determine might be useful to customers based on their prior purchases with us.

In addition to these marketing initiatives, we believe that the breadth and quality of our service offerings and the high level of customer care and support we provide, create significant goodwill and result in positive referrals from our customers. We believe this word-of-mouth advertising is an important complement to our marketing initiatives.

Customers

      Our customer base is comprised primarily of individuals and small businesses, and, to a much lesser extent, of large businesses and governmental agencies that purchase specific services, such as domain name registrations and SSL certificates. As of December 31, 2005, we had approximately 2.4 million customers under contract. No customer accounted for more than 5% of total revenue in 2003, 2004 or 2005.

      Sales from transactions outside the U.S. accounted for 14% of our total sales in 2003, 14% in 2004 and 13% in 2005. We believe that sales to customers outside the U.S. will account for an increasing portion of total sales in future periods.

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Customer Care and Support

      We believe our ability to establish and maintain long-term relationships with our customers and to differentiate ourselves from our competitors depends significantly on the strength of our customer care and support operations. Moreover, we believe that superior customer care and support are critical to retaining, expanding and further penetrating our customer base. We have tightly integrated our customer care center with our development organization in order to identify rapidly and respond precisely to our customers’ needs. As of March 31, 2006, our customer care organization had 752 employees.

      Our customers have access to our customer care center 24 hours per day, 365 days per year using the telephone, email or the Internet. Customer care center employees handle general customer inquiries, such as payment and product feature queries and technical questions about customers’ existing services, as well as provide information about additional services we offer. Many of our customer care employees are technical support specialists extensively trained in the use of our services. Our customer care center personnel are trained and encouraged to act as “business consultants” who cross-sell and up-sell a variety of services that may be of value to particular customers, both in response to inbound customer inquiries and as part of our outbound customer retention and appreciation initiatives. As a result of these “needs-based” selling efforts, the average order size generated by our customer care personnel in 2005 was $65.00, compared to an overall average order size of $26.81.

Technology and Development

  Technology

      We have built our services, systems and networks for reliability, scalability, flexibility and security. We use hardware and software from leading technology vendors such as Cisco, Dell, Microsoft, Network Appliance and Red Hat. Our systems rely on a modular approach to capacity both for server environments and for storage.

      We undertake annual audits as required by the payment card industry to ensure all our card processing services meet PCI standards. We also undertake an annual Webtrust for Certificate Authorities audit to ensure that our infrastructure that processes SSL certificates meets all Webtrust requirements.

      Facilities. The systems supporting our own websites, our website hosting and other services and our internal operations are located at five facilities in the Phoenix, Arizona area. We operate all of our facilities, and believe that they have ample power, redundancy, fire suppression capabilities, bandwidth capacity and backbone redundancy to support the current and anticipated near-term growth of our business. We continuously monitor these systems to improve various aspects of their performance.

      Reliability. Our technology platform is designed to maximize reliability and system uptime. We use redundant hardware components to ensure high levels of availability. We achieve software and data reliability through a variety of devices, processes and quality-assurance procedures. Depending on the specific system, our standard procedures include daily database backups, storage of critical information in multiple formats and incremental backups of ongoing database modifications.

      Scalability and Flexibility. Our systems are designed to handle large and expanding volumes of domain name registrations, website hosting accounts, general website traffic and domain name server queries in an efficient, scalable and fault-tolerant manner. Our servers are clustered and use a highly available, redundant shared file system that allows us to add additional capacity without the need for costly system or technology upgrades.

      Security. Our technology incorporates a variety of access controls and other security measures to protect domain name registration and customer data, and to prevent unauthorized access to our networks and systems. These include communications using SSL, access control at network routers, and encryption and authentication of user passwords. We have a team of security operations personnel monitoring our systems 24 hours per day, 7 days per week using multiple security devices, providing forensic analysis, and gathering intelligence to actively prevent security breaches.

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  Research and Development

      Since our inception, we have chosen to develop substantially all of our services internally, rather than licensing or acquiring technology from third parties. Our internal research and development capabilities allow us greater speed and flexibility in developing new service offerings, minimize our licensing costs and improve our ability to provide customer care and support. We focus our research and development efforts on enhancing our existing service offerings and developing new services, both in response to our customers’ needs. Our research and development department is organized into over 15 specialized development teams that totaled 119 employees as of March 31, 2006. We believe that these solution-specific teams ensure a more rapid and effective development effort. Our research and development expenses were approximately $3.5 million in 2003, $5.3 million in 2004 and $9.7 million in 2005.

Competition

      The markets for domain name registration and web-based services are intensely competitive and rapidly evolving. We expect competition to increase in the foreseeable future as new competitors enter the market and as our existing competitors expand their service offerings. Our current competitors include domain name registrars, independent software companies, website design firms, website hosting companies, Internet service providers, Internet portals and search engine companies. Many of these competitors, and in particular Google, Microsoft and Yahoo!, have greater resources, brand recognition and consumer awareness, and larger customer bases than we have.

      Current principal competitors in our markets include:

•  companies that primarily focus on domain name registration, including eNom (recently acquired by Demand Media), Melbourne IT, Network Solutions, Register.com and Schlund (a division of United Internet);

•  companies that compete with us primarily in the area of website hosting services, including 1&1 Internet (a division of United Internet) and Web.com (formerly known as Interland);

•  companies that compete with us primarily in the area of SSL certification services, including GeoTrust, Thawte and VeriSign; and

•  diversified Internet companies, including Google, Microsoft and Yahoo!, that currently offer, or may in the future offer, a broad array of web-based products and services, including domain name registration, website hosting and other products and services targeted at helping individuals and small businesses gain an online presence.

      We believe the principal competitive factors in selling domain name registrations, website hosting services and on-demand services to individuals and businesses include the following:

•  flexibility, quality and functionality of service offerings;

•  brand name and reputation;

•  price;

•  quality and responsiveness of customer support and service;

•  ease of use, implementation and maintenance of service offerings; and

•  reliability and security of service offerings.

      We believe we have established a favorable competitive position on all of these factors.

Intellectual Property

      Our success and ability to compete are dependent in part on our ability to develop and maintain proprietary technologies and to operate without infringing on the intellectual property of others. We rely on a combination of patent, trademark, service mark, copyright and trade secret laws in the U.S. and other

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jurisdictions to protect our intellectual property and our brand. We have 59 U.S. patent applications pending. Our patent applications relate generally to methods for registering domain names, improved electronic communication systems and versatile ecommerce tools, among other things. In addition, we enter into confidentiality and invention assignment agreements with our employees and consultants and vigorously control distribution of and access to our proprietary information and technology. We license technology from third parties that we use in our website hosting business and in limited elements of a few of our services. License agreements for third-party software include provisions intended to protect our intellectual property. None of our services is substantially dependent on any third-party software.

      While our patent applications, copyrights, trademarks and other intellectual property rights are important, we believe that our technical expertise and our ability to introduce new products and features that meet the needs of our customers are more important in maintaining our competitive position.

Administration of the Internet and Government Regulation

  Administration

      From January 1993 until April 1999, Network Solutions, Inc. was the sole entity authorized by the U.S. government to act as either a registrar or a registry for domain names in the .com, ..net and .org TLDs. In November 1998, the U.S. Department of Commerce authorized ICANN, through a Memorandum of Understanding, to oversee key aspects of the domain name registration system. In 2000, Network Solutions was acquired by VeriSign, Inc., which sold the registrar portion of its business and the Network Solutions name in November 2003. In May 2001, ICANN and VeriSign entered into an agreement under which VeriSign would operate the .com top level domain registry until at least 2007, when the original agreement expires. In February 2006, VeriSign negotiated a renewal of this contract with ICANN that, upon final approval from the U.S. Department of Commerce, would result in VeriSign’s continuing to operate the .com registry until 2012 and perhaps beyond that date. ICANN’s board of directors has also named VeriSign as the designated .net registry until 2011. Other registries include Public Interest Registry for .org, Afilias for .info and NeuStar for .biz and .us.

      ICANN maintains contracts with member entities such as registrars and registries through which it enforces compliance with its consensus policies. While these policies do not constitute law in the U.S. or elsewhere, they have a significant influence on the operation and future of the domain name registration system. ICANN from time to time may create new policies, subject to review and approval by a consensus of the applicable supporting organizations and adoption by the ICANN board of directors. Examples of new policies recently implemented by ICANN include policies governing domain name transfers and the deletion of un-renewed domain names.

  Government Regulation

      A combination of U.S. federal and state statutes and foreign statutes regulate the liability of Internet service providers, including domain name registrars. In addition, other federal and state statutes that are not specific to Internet regulation govern aspects of the domain name registration business. These statutes include the following:

      Communications Decency Act. The Communications Decency Act, or CDA, regulates content of material on the Internet, and provides immunity to Internet service providers and providers of interactive computer services. The CDA and the case law interpreting it provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on websites unless they participate in the conduct.

      Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998, or DMCA, provides recourse for owners of copyrighted material who believe that their rights under U.S. copyright law have been infringed on the Internet. The DMCA provides domain name registrars and website hosting providers a safe harbor from liability for third-party copyright infringement. However, to qualify for the safe harbor, registrars and website hosting providers must satisfy a number of requirements, including adoption of a user policy that

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provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, a registrar or a website hosting provider must remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works by domain names or content on hosted web pages. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found contributorily or vicariously liable for third-party infringement.

      Lanham Act. The Lanham Act governs trademarks and servicemarks, and case law interpreting the Lanham Act has limited liability for search engine providers and domain name registrars in a manner similar to the DMCA. No court to date has found a domain name registrar liable for trademark infringement or trademark dilution as a result of accepting registrations of domain names that are identical or similar to trademarks or service marks held by third parties, or by holding auctions for such domain names.

      Anticybersquatting Consumer Protection Act. The Anticybersquatting Consumer Protection Act, or ACPA, was enacted to address piracy on the Internet by curtailing a practice known as “cybersquatting,” or registering a domain name that is identical or similar to another party’s trademark, or to the name of another living person, in order to profit from that domain name. The ACPA provides that registrars may not be held liable for registration or maintenance of a domain name for another person absent a showing of the registrar’s bad faith intent to profit from the use of the domain name. Registrars may be held liable, however, for failure to comply with procedural steps set forth in the ACPA. For example, if there is litigation involving a domain name, the registrar is required to deposit with the court a certificate representing the domain name registration, and cannot transfer or otherwise modify the registration during the court action except by court order.

      Privacy and Data Protection. In the area of data protection, the U.S. Federal Trade Commission and certain state agencies have investigated various Internet companies’ use of their customers’ personal information, and the federal government has enacted legislation protecting the privacy of consumers’ non-public personal information. Other federal and state statutes regulate specific aspects of privacy and data collection practices. Although we believe that our information collection and disclosure policies comply with existing laws, if challenged, we may not be able to demonstrate adequate compliance with existing or future laws or regulations. In addition, in the European Union member states and certain other countries outside the U.S., data protection is more highly regulated and rigidly enforced. To the extent that we expand our business into these countries, we expect that compliance with these regulatory schemes will be more burdensome and costly for us.

  Domain Name Disputes

      ICANN has adopted the Uniform Domain-Name Dispute-Resolution Policy, or UDRP, which establishes an administrative process for resolving disputes over registration of domain names. In their contracts with ICANN, registrars agree to comply with and to implement this policy. This policy defines a limited role for registrars in the dispute resolution process, as registrars are not permitted to make any changes to a domain name without specific direction from a court or arbitration panel. In the event of a dispute over the registration of a domain name, the registrar is required to lock the disputed domain name so that it cannot be transferred or otherwise modified during the pendency of the dispute. Likewise, when the registrar receives an order or decision from a court or arbitration panel, the disputed domain name is updated accordingly.

      ICANN also adopted the Transfer Dispute Resolution Policy, or TDRP, which establishes a guideline for registrars to follow in dealing with disputes over the transfer of a domain name from one registrar to another. Under the TDRP, the gaining registrar must provide to the losing registrar a Form of Authorization, or FOA, to confirm that the registrant at the time of transfer agreed to transfer the name. If the FOA does not confirm that the registrant at the time of transfer confirmed the transfer, the registrars may work together to reinstate the name to the previous registrar. If an agreement cannot be reached between the two registrars, the losing registrar may choose to lodge a TDRP dispute through the relevant registry. If a dispute is filed through the registry, the registry is responsible for determining whether the domain name should be transferred back to the losing registrar and ultimately reinstated to the previous registrant.

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      Less frequently, domain name registration and transfer disputes are resolved under the ACPA. The ACPA provides trademark and service mark owners with legal remedies in these types of disputes, including allowing a mark owner to bring an “in rem” action to cancel registration of the disputed domain name or to require the transfer of the domain name registration to the mark owner. As discussed above, the ACPA provides that domain name registrars may not be held liable for registering or maintaining a domain name absent a showing of bad faith intent to profit on the part of the registrar or a failure to comply with procedural provisions.

      These statutes do not eliminate tort liability for wrongful conduct on the part of registrars in domain name or transfer disputes. For a discussion of the leading case governing tort liability in this area, please see “Risk Factors — We may face liability or become involved in disputes over registration of domain names and control over websites.”

Employees

      As of March 31, 2006, we had 1,119 employees. We have no employees that are represented under a collective union agreement. We consider our relationships with our employees to be good.

Facilities

      We currently conduct our operations primarily in seven separate facilities. We lease approximately 46,000 square feet of office space for our principal executive offices and a portion of our customer care center in Scottsdale, Arizona, under a lease agreement that expires in August 2008. In October 2005, we acquired a 285,000 square foot building in Phoenix for approximately $9.5 million. We anticipate utilizing this building as our primary data center to support our website hosting business and corporate infrastructure. We lease approximately 50,000 square feet of office space in Gilbert, Arizona, which houses a larger portion of our customer care center and some research and development teams, under a lease that expires in June 2011. We also lease space at three other locations in the Phoenix area for additional data center capacity and in one facility in Cedar Rapids, Iowa for marketing and research and development personnel, under lease agreements that expire between November 2006 and January 2011. If we require additional space, we believe that we will be able to obtain that space on commercially reasonable terms.

Legal Proceedings

      We are a party to a number of legal proceedings arising in the ordinary course of business, including disputes arising over domain name ownership, network abuse such as email spam, online “phishing” and other forms of Internet fraud, and intellectual property rights. As of the date hereof, we are not a party to or aware of any legal proceedings that individually, or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.

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MANAGEMENT

Executive Officers, Directors and Key Employees

      The following table sets forth information about our executive officers, directors and key employees as of March 31, 2006:

Name		Age		Position
Executive Officers:
	Bob Parsons		55	Chairman, Chief Executive Officer and Founder
	Warren J. Adelman		42	President, Chief Operating Officer and Director
	Barbara J. Rechterman		41	Executive Vice President and Chief Marketing Officer
	Michael J. Zimmerman		35	Chief Accounting Officer and Acting Chief Financial Officer
	Christine N. Jones		37	General Counsel and Corporate Secretary
Directors:
	Thomas F. Mendoza(2)		55	Director
	Charles J. Robel(1)(2)(3)		56	Director
	Greg J. Santora(1)(2)(3)		55	Director
Key Employees:
	Robert T. Olson		41	Vice President of Business Operations
	Theresa J. D’Hooge		38	Vice President of Marketing
	Timothy J. Ruiz		51	Vice President of Corporate Development and Policy Planning
	Patrick C. Pendleton		46	Chief Information Officer
	Neil G. Warner		49	Chief Information Security Officer and President, Domains by Proxy

(1)	Member of our audit committee.
(2)	Member of our leadership development and compensation committee.
(3)	Member of our nominating and governance committee.

     Bob Parsons has served as our Chief Executive Officer and Chairman since he founded our company in 1997. Mr. Parsons also served as our President from inception until February 2006. Prior to founding Go Daddy, Mr. Parsons founded Parsons Technology, Inc., a software company which was acquired by Intuit Inc. in 1996. Mr. Parsons served in the U.S. Marine Corps between 1968 and 1970 and is a recipient of the Purple Heart Medal and Combat Action Ribbon. Mr. Parsons is a Certified Public Accountant and holds a B.S. in Accounting from the University of Baltimore.

      Warren J. Adelman has served as our President since February 2006, as our Chief Operating Officer since October 2004, and has served as a director since May 2006. Mr. Adelman has also served as our Vice President of Product and Strategic Development and Chief of Staff from September 2003 to October 2004, and as our Vice President of Strategic Development from January 2003 to September 2003. Prior to joining us, Mr. Adelman served as Vice President of Strategic Relations of Network Associates, Inc., an enterprise security company, from February 2002 to October 2002. From February 2001 to February 2002, Mr. Adelman served as Chief Executive Officer and, from January 1999 to February 2001, Mr. Adelman served as Vice President of Business Development of NeoPlanet, Inc., a customer interaction software company. Mr. Adelman holds a B.A. in Political Science and History from the University of Toronto.

      Barbara J. Rechterman has served as our Executive Vice President and Chief Marketing Officer since July 1997. Prior to joining us, Ms. Rechterman was employed from 1988 to June 1997 in various capacities

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at Parsons Technology, Inc., including as Co-President, Vice President and Controller. Ms. Rechterman is a Certified Public Accountant and holds a B.A. in Accounting from the University of Dubuque.

      Michael J. Zimmerman has served as our Chief Accounting Officer and Acting Chief Financial Officer since April 2006, and served as our Chief Financial Officer from November 2003 to April 2006 and between November 2001 and July 2002. From July 2002 to November 2003, Mr. Zimmerman served as Vice President of our subsidiary, Wild West Domains, Inc. Prior to joining us, Mr. Zimmerman served as Chief Financial Officer of Mechanical Breakdown Administrators, Inc., an automobile warranty company, from September 1999 to October 2001. Mr. Zimmerman is a Certified Public Accountant and holds a B.S. in Accounting from Lehigh University.

      Christine N. Jones has served as our General Counsel and Corporate Secretary since January 2002. Prior to joining us, Ms. Jones practiced law at Beus Gilbert, PLLC, a private law firm, between May 1997 and January 2002. Ms. Jones has been a member of the American Bar Association and the State Bar of Arizona since 1997. Ms. Jones is a Certified Public Accountant and holds a J.D. from Whittier Law School and a B.S. in Accounting from Auburn University.

      Thomas F. Mendoza has served as a director since May 2006. Mr. Mendoza has been employed in various capacities at Network Appliance, Inc., a data storage company, since 1994, and has served as its President since 2000. Mr. Mendoza has more than 31 years of experience as a high-technology executive. Mr. Mendoza holds a B.A. in Economics from the University of Notre Dame and is an alumnus of Stanford University’s Executive Business Program.

      Charles J. Robel has served as a director since May 2006. From June 2000 to December 2005, Mr. Robel served as a General Partner and Chief Operating Officer of Hummer Winblad Venture Partners, a venture capital firm focused on software companies. From 1985 until 2000, Mr. Robel was a partner with PricewaterhouseCoopers LLP. Mr. Robel also serves as a director of Adaptec, Inc., Borland Software Corporation and Informatica Corporation. Mr. Robel is a Certified Public Accountant and holds a B.S. in Accounting from Arizona State University.

      Greg J. Santora has served as a director since May 2006. From December 2003 to September 2005, Mr. Santora served as Chief Financial Officer of Shopping.com Ltd., an online provider of comparison shopping services that was acquired by eBay Inc. in August 2005. From 1997 through February 2003, Mr. Santora served as Senior Vice President and Chief Financial Officer for Intuit, Inc., a provider of small business and personal finance software. Prior to Intuit, Mr. Santora spent nearly 13 years at Apple Computer in various senior financial positions including Senior Finance Director of Apple Americas and Senior Director of Internal Consulting and Audit. Mr. Santora, who began his accounting career with Arthur Andersen LLP, has been a Certified Public Accountant since 1974. Mr. Santora also serves as a director of Align Technology Inc. and Digital Insight Corporation. Mr. Santora holds an M.B.A. from San Jose State University and a B.S. in Accounting from the University of Illinois.

      Robert T. Olson has served as our Vice President of Business Operations since August 2004. Mr. Olson also served as our Director of Business Operations from November 2003 to August 2004 and as our Director of Product Management from June 2003 to November 2003. Prior to joining us, Mr. Olson served as Mountain Region Manager of FitLinxx, LLC, a fitness and wellness technology company, from January 2003 to June 2003. From August 2002 to November 2002, Mr. Olson was an executive consultant to ABS School Services, LLC, a private management company of charter schools. From August 2001 to May 2002, Mr. Olson served as a Vice President of Sales and from April 2002 to August 2002, Director of Marketing of NeoPlanet, Inc., a customer interaction software company. Mr. Olson holds an M.B.A. from the University of Denver and a B.S. in Accounting from Colorado State University.

      Theresa J. D’Hooge has served as our Vice President of Marketing since December 2004, as our Director of Database Marketing from June 2004 to December 2004 and as our Senior Advertising Manager from February 2003 to June 2004. From October 2001 to February 2003, Ms. D’Hooge was an independent consultant to automotive and software companies. From February 2001 to October 2001, Ms. D’Hooge served as Vice President of Operations of Marketing for Infinity Marketing Solutions. From 1992 to January 2001,

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Ms. D’Hooge held various marketing management positions at Parsons Technology, Inc. Ms. D’Hooge holds a B.B.A. in Accounting from Mount Mercy College.

      Timothy J. Ruiz has served as our Vice President of Corporate Development and Policy Planning since February 2006. Mr. Ruiz also served as our Vice President of Domains Services from April 2003 to February 2006 and as our Director of Business Development from April 2001 to April 2003. Mr. Ruiz holds an A.S. in Computer Science from Iowa Central Community College.

      Patrick C. Pendleton has served as our Chief Information Officer since March 2006. Prior to joining us, Mr. Pendleton served as Vice President of Technical Services of PetSmart, Inc., a retailer of specialty products and services for pets, from March 2001 to March 2006. Mr. Pendleton holds a B.S. in Business/ Management Information Services from Elmhurst College.

      Neil G. Warner has served as our Chief Information Security Officer since May 2005 and as President of our Domains by Proxy subsidiary since October 2004. Mr. Warner had also served as our Director of Security and Business Continuity Planning from May 2004 to May 2005. Mr. Warner served as Director of Security and Technology of NDCHealth, Inc. (now, Per-Se Technologies, Inc.), from October 1997 to May 2004. Mr. Warner holds a B.S. in Management Studies from the University of Maryland and an A.A.S. in Electronic Communication from Georgia Military College.

      There are no family relationships between any of our directors or executive officers.

Board of Directors

      Our board of directors currently consists of five members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are currently authorized.

      As of the closing of this offering, our board of directors will be divided into three classes of directors, serving staggered three-year terms, as follows:

•  Class I will consist of Messrs. Mendoza and Adelman, whose terms will expire at the annual meeting of stockholders to be held in 2007;

•  Class II will consist of Mr. Santora, whose term will expire at the annual meeting of stockholders to be held in 2008; and

•  Class III will consist of Messrs. Parsons and Robel, whose terms will expire at the annual meeting of stockholders to be held in 2009.

      Directors for a class whose terms expire at a given annual meeting will be up for re-election for three-year terms at that meeting. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of, among other things, delaying or preventing changes in control of Go Daddy.

Director Independence

      In May 2006, our board of directors undertook a review of the independence of the directors and considered whether any director had a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. As a result of this review, our board of directors determined that Messrs. Mendoza, Robel and Santora, representing three of our five directors, are “independent directors” as defined under the rules of The Nasdaq Stock Market.

Committees of the Board of Directors

      Our board of directors currently has three committees: an audit committee, a leadership development and compensation committee and a nominating and governance committee, each of which will have the composition and responsibilities described below as of the closing of this offering.

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  Audit Committee

      Messrs. Robel and Santora, each of whom is a non-employee member of our board of directors, comprise our audit committee. Mr. Robel is the chairman of our audit committee. Our board of directors has determined that each of the members of our audit committee satisfies the requirements for independence and financial literacy under the rules and regulations of The Nasdaq Stock Market and the SEC. Our board of directors has also determined that Mr. Robel is an “audit committee financial expert” as defined in SEC rules and satisfies the financial sophistication requirements of The Nasdaq Stock Market. The audit committee is responsible for, among other things:

•  selecting and hiring our independent auditors, and approving all audit and pre-approving any non-audit services to be performed by them;

•  evaluating the qualifications, performance and independence of our independent auditors;

•  monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

•  reviewing the adequacy and effectiveness of our internal control policies and procedures;

•  discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results;

•  acting as our qualified legal compliance committee; and

•  preparing the audit committee report that the SEC requires in our annual proxy statement.

      Under the corporate governance standards of The Nasdaq Stock Market, by no later than the first anniversary of the closing of this offering, our audit committee must have three members, each of whom is an independent director. In order to comply with these requirements, we intend, prior to the closing of this offering, to add an additional independent director who satisfies the financial literacy requirements to the board of directors and to the audit committee.

  Leadership Development and Compensation Committee

      Messrs. Mendoza, Robel and Santora, each of whom is a non-employee member of our board of directors, comprise our leadership development and compensation committee. Mr. Mendoza is the chairman of our leadership development and compensation committee. Our board of directors has determined that each member of our leadership development and compensation committee meets the requirements for independence under the rules of The Nasdaq Stock Market. The leadership development and compensation committee is responsible for, among other things:

•  reviewing and approving the following components of our chief executive officer’s and other executive officers’ compensation, as applicable: annual base salary; annual incentive bonus including the specific goals and amount; equity compensation; employment agreements; severance arrangements and change in control agreements; and any other benefits, compensation or arrangements;

•  evaluating and recommending incentive compensation plans to our board of directors;

•  administering our equity incentive plans;

•  reviewing the succession planning for our executive officers and coordinating the evaluation of potential successors to executive officers; and

•  preparing the leadership development and compensation committee report that the SEC requires in our annual proxy statement.

  Nominating and Governance Committee

      Messrs. Robel and Santora, each of whom is a non-employee member of our board of directors, comprise our nominating and governance committee. Mr. Santora is the chairman of our nominating and

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governance committee. Our board has determined that each member of our nominating and governance committee meets the requirements for independence under the current requirements of The Nasdaq Stock Market. The nominating and governance committee is responsible for, among other things:

•  assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the board of directors;

•  reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;

•  overseeing the evaluation of our board of directors and management; and

•  recommending members for each board committee to our board of directors.

Director Compensation

      In May 2006, our board of directors adopted a compensation program for outside directors. Pursuant to this program, each non-employee director will receive the following compensation for board services, as applicable:

•  an annual director retainer of $40,000;

•  compensation for attending board of director meetings of $1,500;

•  compensation for attending committee meetings of $750;

•  an annual stipend of $15,000 for the audit committee chair and $7,500 stipend for other committee chairs;

•  upon joining the board, an automatic initial grant of a stock option to purchase 50,000 shares of Class A common stock vesting as to one-quarter of the shares on the one-year anniversary of the grant date and monthly thereafter so that the award is fully vested four years after the grant date; and

•  for each director whose term continues following an annual meeting, an automatic annual grant of a stock option for the purchase of 7,500 shares of Class A common stock vesting as to one-quarter of the shares on the one-year anniversary of the grant date and monthly thereafter so that the award is fully vested four years after the grant date.

      We made the automatic initial stock option grants described above to Messrs. Mendoza, Robel and Santora in May 2006, each at an exercise price of $14.52 per share, representing the fair market value of our common stock on the date of grant as determined by the board of directors.

Compensation Committee Interlocks and Insider Participation

      None of the members of our leadership development and compensation committee is an officer or employee of Go Daddy. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or leadership development and compensation committee.

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Executive Compensation

      The following table provides information regarding the compensation of our chief executive officer and our four other most highly compensated executive officers during 2005. We refer to these five executive officers as the named executive officers.

Summary Compensation Table

						Long-Term
						Compensation
						Awards
						Class A
		Annual Compensation				Common Stock		Other Annual
						Underlying		Compensation
Name and Principal Position		Salary ($)		Bonus ($) (1)		Options		($)
Bob Parsons		$	89,712	$	174,827		—	$	57	(2)
	Chief Executive Officer
Warren J. Adelman			216,298		273,465		200,400		19,357	(4)
	Chief Operating Officer(3)
Barbara J. Rechterman			238,938		268,957		100,500		24,001	(5)
	Executive Vice President,
	Chief Marketing Officer
Michael J. Zimmerman			194,154		153,814		100,400		15,762	(7)
	Chief Financial Officer(6)
Christine N. Jones			219,939		153,669		100,400		10,773	(8)
	General Counsel and
	Corporate Secretary

(1)	We generally pay a portion of our bonus compensation in the year following the year in which they were earned. Bonus amounts presented in the table above include amounts that were earned in 2005 and paid in 2006.
(2)	Consists of life insurance premiums.
(3)	Was also appointed President in February 2006.
(4)	Consists of life insurance premiums of $57, matching 401(k) contributions of $4,000 and non-cash benefits of $15,300 including car allowance, memberships and communications services.
(5)	Consists of life insurance premiums of $57, matching 401(k) contributions of $4,000 and non-cash benefits of $19,944 including car allowance, memberships and communications services.
(6)	Was appointed Chief Accounting Officer and Acting Chief Financial Officer in April 2006.
(7)	Consists of life insurance premiums of $57, matching 401(k) contributions of $4,000 and non-cash benefits of $11,705 including car allowance, memberships and communications services.
(8)	Consists of life insurance premiums of $57, matching 401(k) contributions of $4,000 and non-cash benefits of $6,716 including car allowance, memberships and communications services.

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Stock Option Grants in Last Fiscal Year

      The following table summarizes the stock options granted to each named executive officer during 2005, including the potential realizable value over the 10-year term of the options, which is based on assumed rates of stock appreciation of 5% and 10%, compounded annually, and subtracting from that result the aggregate option exercise price. These assumed rates of appreciation comply with the rules of the SEC and do not represent our estimate of our future stock prices for our Class A common stock. Actual gains, if any, on stock option exercises will depend on the future performance of our Class A common stock. The assumed 5% and 10% rates of stock appreciation are applied to an assumed initial public offering price of $               per share of our Class A common stock. The percentage of total options granted to employees is based upon options to purchase an aggregate of 829,400 shares of Class A common stock we granted to employees during 2005.

	Individual Grants
	Number of
	Shares of									Potential Realizable
	Class A									Value at Assumed
	Common		Percent of							Annual Rates of Stock
	Stock		Total Options							Price Appreciation for
	Underlying		Granted to			Exercise				Options Term
	Options		Employees in			Price Per		Expiration
Name	Granted (#)		Fiscal Year			Share (1)($)		Date		5% ($)		10% ($)
Bob Parsons		—		—			—		—		—		—
Warren J. Adelman		200,000		24.2	%	$	7.69		10/05/2015
		400					7.69		4/29/2015
Barbara J. Rechterman		100,000		12.1			7.69		10/05/2015
		500					7.69		4/29/2015
Michael J. Zimmerman		100,000		12.1			7.69		10/05/2015
		400					7.69		4/29/2015
Christine N. Jones		100,000		12.1			7.69		10/05/2015
		400					7.69		4/29/2015

(1)  Represents the fair market value of our Class A common stock, as determined by our board of directors, on the date of grant.

     In March 2006, we granted Warren J. Adelman an option to purchase 250,000 shares of our Class A common stock at an exercise price of $9.10 per share, which represented the fair market value of our Class A common stock as determined by our board of directors on the date of grant. In May 2006, we granted Warren J. Adelman an option to purchase 608,046 shares of our Class A common stock, Barbara J. Rechterman an option to purchase 194,900 shares of our Class A common stock, Michael J. Zimmerman an option to purchase 341,050 shares of our Class A common stock, and Christine N. Jones an option to purchase 472,900 shares of our Class A common stock, with each such option having an exercise price of $14.52 per share, which represented the fair market value of our Class A common stock as determined by our board of directors on the date of grant. The options granted in May 2006 were all granted with an expiration date no later than ten years from the date of grant, but earlier in case of termination of employment, and all options granted under the 2006 Equity Incentive Plan prior to this offering will automatically expire on the first anniversary of the date of grant if this offering does not occur or if a change in control of Go Daddy does not occur by that date.

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

      None of our named executive officers exercised stock options during 2005. The following table sets forth information concerning the number and value of exercisable and unexercisable options held by the named executive officers who held options as of December 31, 2005. The value of unexercised in-the-money options at December 31, 2005 represents an amount equal to the difference between an assumed initial public offering price of $               per share of Class A common stock and the option exercise price, multiplied by the number of unexercised in-the-money options. An option is in-the-money if the fair market value of the underlying shares exceeds the exercise price of the option.

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Year-End Option Values

	Number of Shares of Class A				Value of Unexercised
	Common Stock Underlying				In-the-Money
	Unexercised Options at Fiscal				Options at Fiscal
	Year-End (#)				Year End ($)
Name	Exercisable		Unexercisable(1)		Exercisable		Unexercisable
Bob Parsons		—		—		—		—
Barbara J. Rechterman		—		1,905,100		—	$
Warren J. Adelman		—		441,640		—
Michael J. Zimmerman		—		315,200		—
Christine N. Jones		—		314,600		—

(1)  All the options listed in this column were unexercisable as of December 31, 2005 due to a restriction in our 2002 stock option plan that prevents outstanding stock options from being exercised prior to the earlier to occur of a change of control involving Go Daddy or our common stock becoming listed and publicly traded on a U.S. stock exchange. If this restriction had not been in place, the following options would have been exercisable as of December 31, 2005: Barbara J. Rechterman as to 1,686,600 shares with a value of $              , Warren J. Adelman as to 110,500 shares with a value of $              , Michael J. Zimmerman as to 130,350 shares with a value of $              , and Christine N. Jones as to 134,900 shares with a value of $              .

Equity Compensation Plans

      Prior to May 11, 2006, all options to purchase shares of our Class A common stock had been granted from our Go Daddy 2002 Stock Option Plan. Following the closing of this offering, we will no longer grant options under that stock option plan, but will grant options to purchase only shares of our Class A common stock from our 2006 Equity Incentive Plan. In May 2006, we began granting options to purchase shares of our Class A common stock under our 2006 Equity Incentive Plan.

  2006 Equity Incentive Plan

      Our board of directors adopted, and our sole stockholder at the time approved, our 2006 Equity Incentive Plan in May 2006. Our 2006 Equity Incentive Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants.

      Number of Shares Reserved. We have reserved 7.0 million shares of our Class A common stock for issuance under the 2006 Equity Incentive Plan. The number of shares reserved for issuance under this plan will be increased to include:

•  any shares of our Class A common stock reserved under our Go Daddy 2002 Stock Option Plan that are not issued or subject to outstanding grants on the date of this prospectus; and

•  any shares of our Class A common stock issuable upon exercise of options granted under our Go Daddy 2002 Stock Option Plan that expire or become unexercisable without having been exercised in full.

      In addition, our 2006 Equity Incentive Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each year, beginning with 2007, equal to the lesser of:

•  2% of the combined total number of outstanding shares of our Class A and Class B common stock on the last day of the preceding year;

•  1,400,000 shares; and

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•  any lesser number determined by our board of directors.

      Administration of the 2006 Equity Incentive Plan. Prior to the closing of this offering, our board of directors is the plan administrator responsible for administering our 2006 Equity Incentive Plan. Our leadership development and compensation committee will be the plan administrator responsible for administering our 2006 Equity Incentive Plan upon the closing of this offering. The plan administrator has the power to determine the terms of the awards, including the exercise price, the number of shares subject to the award, the exercisability of the award and the form of consideration to pay the exercise price. The plan administrator also has the authority to institute an exchange program whereby the exercise prices of outstanding awards may be reduced or outstanding awards may be surrendered in exchange for awards with a lower exercise price.

      Stock Options. The plan administrator will determine the exercise price of options granted under our 2006 Equity Incentive Plan, but with respect to nonstatutory stock options intended to qualify as “performance based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and all incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, the exercise price must at least be equal to the fair market value of our Class A common stock on the date of grant. The term of an incentive stock option may not exceed ten years. With respect to any participant who owns 10% or more of the voting power of all classes of our outstanding stock as of the grant date, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The plan administrator determines the term of all other options. After termination of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in the option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months. However, an option may not be exercised later than its expiration date.

      Stock Appreciation Rights. We are authorized to grant stock appreciation rights under our 2006 Equity Incentive Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our Class A common stock between the exercise date and the date of grant. The plan administrator determines the terms of stock appreciation rights, including when these rights become exercisable and whether to pay the increased appreciation in cash, with shares of our Class A common stock, or with a combination thereof. Stock appreciation rights expire under the same rules that apply to stock options.

      Restricted Stock Awards. We are authorized to grant restricted stock awards under our 2006 Equity Incentive Plan. Restricted stock awards are shares of our Class A common stock that vest in accordance with terms and conditions established by the plan administrator. The plan administrator will determine the number of shares of restricted stock granted to any employee. The plan administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the plan administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

      Restricted Stock Units. We are authorized to grant restricted stock units under our 2006 Equity Incentive Plan. Restricted stock units are awards of restricted stock, performance shares or performance units that are paid out in installments or on a deferred basis. The plan administrator will determine the terms and conditions of restricted stock units, including the vesting criteria and the form and timing of payment.

      Transferability of Awards. Unless the plan administrator provides otherwise, our 2006 Equity Incentive Plan does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

      Performance Shares. We are authorized to grant performance shares under our 2006 Equity Incentive Plan. Performance shares are awards that will result in a payment to a participant only if performance goals established by the plan administrator are achieved or the awards otherwise vest. The plan administrator will establish organizational or individual performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance shares to be paid out to participants. Performance shares will have an initial value equal to the fair market value of our Class A

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common stock on the grant date. Payment for performance shares will be made in shares of our Class A common stock, as determined by the plan administrator.

      Automatic Grants to Non-Employee Directors. Our 2006 Equity Incentive Plan also provides for the automatic grant of stock appreciation rights, or options, to our non-employee directors. Each non-employee director first appointed to the board of directors after the closing of this offering will receive an initial option to purchase 50,000 shares of Class A common stock upon such appointment. This award will vest as to one-fourth of the options subject to the award on the first anniversary of the date of grant and monthly thereafter, so as to be fully vested at the end of four years subject to the director’s continued service on each relevant vesting date. In addition, beginning in 2007, non-employee directors who have been directors for at least six months will receive a subsequent grant of an option to purchase 7,500 shares of Class A common stock immediately following each annual meeting of our stockholders. This award will be subject to the same four year vesting schedule applicable to the initial award described above, with vesting to commence on the date that the subsequent award is granted and be subject to the director’s continued service on the vesting date. All awards granted under the automatic grant provisions will have a term of ten years and an exercise price equal to the fair market value on the date of grant.

      Adjustments upon Merger or Change in Control. Our 2006 Equity Incentive Plan provides that, in the event of our “change in control,” if the successor corporation or its parent or subsidiary does not assume, or substitute an equivalent award, for each outstanding award, then each participant will fully vest in and have the right to exercise all of his or her outstanding options and other awards. The plan administrator is required to provide notice to the recipient that he or she has the right to exercise the option or stock appreciation right as to all of the shares subject to the award. The option or stock appreciation right will terminate upon the expiration of the period of time the plan administrator provides in the notice. In the event the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options and stock appreciation rights will fully vest and become immediately exercisable, all restrictions on restricted stock will lapse, all performance goals or other vesting requirements for performance shares will be deemed achieved, and all other terms and conditions will be deemed met.

      Amendment and Termination of 2006 Plan. Our 2006 Equity Incentive Plan will automatically terminate in 2016, unless we terminate it sooner. Our board of directors has the authority to amend, suspend or terminate the 2006 Equity Incentive Plan provided its action does not impair the rights of any particular participant in a manner different than other participants. If the board amends the plan, it does not need to seek stockholder approval of the amendment unless applicable law requires it.

  Go Daddy 2002 Stock Option Plan

      In July 2002, our then sole director and sole stockholder adopted our Go Daddy 2002 Stock Option Plan. Our 2002 Stock Option Plan permits the grant of nonqualified options to our employees and employees of our related entities.

      Number of Shares Reserved. We have reserved 6,700,000 shares of our Class A common stock for issuance under the 2002 Stock Option Plan. As of December 31, 2005, options to purchase 6,342,900 shares of our Class A common stock were outstanding and 357,100 shares were available for grants under the 2002 Stock Option Plan. Following this offering, we will stop granting options under this plan.

      Administration of the Go Daddy 2002 Stock Option Plan. Prior to this offering, our board of directors served as the administrator of our 2002 Stock Option Plan. After this offering, our board of directors or our leadership development and compensation committee will serve as the administrator of this plan. The administrator has complete discretion to make all decisions relating to our 2002 Stock Option Plan.

      Eligibility. Our employees and employees of any of our related entities are eligible to participate in our 2002 Stock Option Plan.

      Stock Options. None of the options subject to our 2002 Stock Option Plan are exercisable until (i) our Class A common stock is listed and publicly traded on any stock exchange in the U.S. or (ii) we are sold or reorganized. A sale or reorganization for this purpose is when more than 80% of the voting power of our

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outstanding stock or more than 80% of our assets are transferred to a third party. Vesting of shares subject to each option begins on the grant date of the option. On each anniversary of the grant date, 25% of the shares subject to that option vest and become non-forfeitable. Subject to the restrictions in the first sentence of this paragraph, after an employee’s termination of employment, he or she may exercise his or her option with respect to the shares vested as of the date of the termination of employment for the period of 30 days after such termination for any reason, including the death of the employee. However, an option may not be exercised later than its expiration date.

  401(k) Plan

      We offer a 401(k) plan to all employees who meet specified eligibility requirements. Eligible employees may contribute up to 15% of their respective compensation subject to limitations established by the Internal Revenue Code. We may match 50% of any participant’s contribution up to $4,000 of the participant’s contributions. Participants are immediately vested in their contributions plus actual earnings thereon. Participants become 20% vested in our contributions plus earnings thereon after two years of service and 20% each year thereafter, becoming 100% vested after six years of service.

Limitation of Liability and Indemnification of Officers and Directors

      Upon the closing of this offering, we will adopt and file a new certificate of incorporation and will amend and restate our bylaws. Our new certificate of incorporation and bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. Our bylaws provide that we will advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her action in that capacity, regardless of whether Delaware law would otherwise permit indemnification. In addition, the new certificate of incorporation provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors.

      We have entered into indemnification agreements with each of our directors and officers. These agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding, and obligate us to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification would be required or permitted. We believe provisions in our new amended and restated certificate of incorporation and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. In addition, we maintain liability insurance which insures our directors and officers against certain losses under certain circumstances.

      The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      We describe below transactions and series of similar transactions, since January 1, 2003, to which we were a party or will be a party, in which:

•  the amounts involved exceeded or will exceed $60,000; and

•  a director, executive officer, holder of more than 5% of any class of our voting securities or any member of their immediate family had or will have a direct or indirect material interest.

      We also describe below certain other transactions with our directors, executive officers and sole stockholder prior to this offering.

Change of Control Agreements with Executive Officers

      In October 2005 and May 2006, we entered into change of control agreements with Warren J. Adelman, Barbara J. Rechterman, Michael J. Zimmerman and Christine N. Jones, which in combination provide for the following benefits:

•  accelerated vesting of 100% of the shares subject to stock options granted to each executive officer prior to May 11, 2006 upon a change of control of Go Daddy; and

•  upon the completion of this public offering, accelerated vesting of 50% of the then unvested shares subject to stock options granted to each of these executive officers.

      In addition, if, within eighteen months of a change of control of Go Daddy, the executive officer’s employment is terminated without cause or the executive officer terminates his or her employment for good reason, the change of control agreements in combination provide the following benefits:

•  accelerated vesting of 50% of the shares subject to stock options granted on or after May 11, 2006;

•  all earned but unpaid compensation;

•  an amount equal to the total of the executive officer’s base salary and bonus for the twelve-month period ending on the executive’s termination date;

•  a one-year continuation of benefits, or the cash equivalent thereof;

•  an amount equal to 130% of the remaining lease and insurance payments on any vehicle leased by us on his or her behalf; and

•  if necessary, a cash payment in an amount sufficient after payment of taxes on such payment to pay any excise taxes due under Internal Revenue Code Section 4999 with respect to any change in control benefits.

Distributions to Sole Stockholder

      We have made aggregate distributions to our sole stockholder of approximately $0.6 million in 2003; approximately $5.1 million in 2004; and approximately $4.8 million in 2005. In addition, we expect to make aggregate distributions to our sole stockholder of approximately $3.8 million in 2006 prior to the completion of this offering and our conversion to subchapter C corporation status.

Equity Grants to Executive Officers and Directors

      We have granted options to purchase shares of our Class A common stock to our named executive officers and directors. See “Management — Director Compensation,” “Management — Stock Option Grants in Last Fiscal Year,” and “Management — Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values.”

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Board Compensation

      We pay our non-employee directors an annual cash retainer and compensation for board meeting attendance, and grant them options to purchase shares of our common stock. For more information regarding these arrangements, see “Management — Director Compensation.”

Indemnification Agreements

      We have entered into indemnification agreements with each of our directors and executive officers. For a description of these agreements, see “Management — Limitation of Liability and Indemnification of Officers and Directors.”

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PRINCIPAL AND SELLING STOCKHOLDERS

      The following table sets forth information about the beneficial ownership of our common stock as of December 31, 2005, and as adjusted to reflect the sale of Class A common stock in this offering, for:

•  each person known to us to be the beneficial owner of more than 5% of our common stock;

•  each of our named executive officers;

•  each of our directors;

•  all of our executive officers and directors as a group; and

•  the selling stockholders.

      The address of each beneficial owner listed on the table is c/o The Go Daddy Group, Inc., 14455 North Hayden Road, Suite 219, Scottsdale, Arizona 85260. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons named in the tables below have sole voting and investment power with respect to all shares of Class A and Class B common stock that they beneficially own, subject to applicable community property laws.

      In the table below, percentage ownership prior to this offering is based on 36,601,656 shares of Class B common stock outstanding. This figure reflects the number of shares of common stock outstanding as of December 31, 2005, and gives effect to our reincorporation and the institution of our dual-class capital structure. This figure does not include shares subject to outstanding stock options.

      In the table below, percentage ownership after this offering is based on           shares of Class A common stock and                      shares of Class B common stock outstanding. These numbers reflect the changes described above, as well as the exercise of stock options to purchase                     shares of Class A common stock by a selling stockholder, all of which will be sold in the offering. These figures do not include shares subject to outstanding stock options.

      In computing the number of shares of Class A common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December 31, 2005. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).

      The percentage of total voting power disclosed below represents voting power with respect to all shares of our Class A and Class B common stock, voting together as a single class. Each holder of Class A common stock is entitled to one vote per share of Class A common stock and the holder of Class B common stock is entitled to two votes per share of Class B common stock. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to our stockholders for a vote.

	Shares Beneficially Owned											Shares Beneficially Owned
	Prior to This Offering											After This Offering
												Class B		Class A			Percentage of
	Total Common Stock					% of Total			Number of			Common Stock		Common Stock			Combined			% of Total
						Voting			Shares Being								Common			Voting
Name of Beneficial Owner	Number		Percentage			Power			Offered			Number		Number			Classes			Power
Bob Parsons(1)		36,601,656		100	%		100	%							—				%			%
Barbara J. Rechterman		—		—			—				(2)		—			(3)
Warren J. Adelman		—		—			—			—			—		110,500(3	)
Michael J. Zimmerman		—		—			—			—			—		130,350(3	)		*			*
Christine N. Jones		—		—			—			—			—		134,900(3	)		*			*
Thomas F. Mendoza		—		—			—			—			—		—			—			—
Charles J. Robel		—		—			—			—			—		—			—			—
Greg J. Santora		—		—			—			—			—		—			—			—
All directors and executive officers as a group (8 persons)		36,601,656		100	%		100	%							(3	)			%			%

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(1)	Comprised entirely of shares held by a family limited partnership of which Mr. Parsons is the sole beneficial owner.
(2)	Comprised entirely of shares of Class A common stock issuable upon the exercise of options that will occur immediately following the effective date of this offering. These options are not exercisable before this offering due to a restriction in our 2002 Stock Option Plan that prevents them from being exercised prior to the earlier to occur of a change of control involving GoDaddy or our common stock becoming listed and publicly traded on a U.S. stock exchange.
(3)	Comprised entirely of shares of Class A common stock issuable upon exercise of options exercisable within 60 days after December 31, 2005. These options are not exercisable before this offering due to a restriction in our 2002 Stock Option Plan that prevents them from being exercised prior to the earlier to occur of a change of control involving Go Daddy or our common stock becoming listed and publicly traded on a U.S. stock exchange.

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DESCRIPTION OF CAPITAL STOCK

General

      The following is a summary of the rights of our classes of common stock and preferred stock and certain provisions of our certificate of incorporation and bylaws. For more detailed information, please see copies of our certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

      Our certificate of incorporation authorizes two classes of common stock: Class A common stock, which has one vote per share, and Class B common stock, which has two votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. The rights of the two classes of common stock are identical except for the voting and conversion right described in greater detail below. The implementation of this dual class structure was required by Bob Parsons, our principal stockholder, as a condition of undertaking an initial public offering of our common stock. The terms of the dual class structure were determined based on negotiations between us and Bob Parsons. See “Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws — Dual Class Structure.”

      Immediately following the closing of this offering, our authorized capital stock will consist of 246,601,656 shares, with a par value of $0.001 per share, of which:

•  200,000,000 shares are designated as Class A common stock;

•  36,601,656 shares are designated as Class B common stock; and

•  10,000,000 shares are designated as preferred stock.

      As of December 31, 2005, we had no outstanding shares of Class A common stock, 36,601,656 shares of Class B common stock, all of which were held of record by Bob Parsons, and no outstanding shares of preferred stock.

Common Stock

      Voting Rights. Holders of our Class A and Class B common stock have identical voting rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to two votes per share. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters, including the election of at-large directors, submitted to a vote of stockholders, unless otherwise required by law. Delaware law requires the holders of our Class A common stock or Class B common stock to vote separately as a single class if we amend our certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of that class in a manner that affects them adversely or increases or decreases the number of shares of that class.

      We have not provided for cumulative voting for the election of directors in our certificate of incorporation.

      Dividends. The holders of shares of Class A common stock and Class B common stock will be entitled to share equally in any dividends that our board of directors may determine to issue from time to time out of funds legally available therefor. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock will receive shares of Class A common stock or rights to acquire shares of Class A common stock, as the case may be, and the holders of shares of Class B common stock will receive shares of Class B common stock or rights to acquire shares of Class B common stock, as the case may be.

      Liquidation and Other Rights. Upon our liquidation, dissolution or winding-up, the holders of shares of Class A common stock and shares of Class B common stock shall be entitled to share equally on a per share basis in all assets remaining after the payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock.

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      Holders of Class A and Class B common stock have no preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to the Class A or Class B common stock. All outstanding shares of Class B common stock are, and all shares of Class A common stock to be outstanding upon closing of this offering will be, fully paid and nonassessable.

      Conversion Rights. Our shares of Class A common stock are not convertible into any other shares of our capital stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder.

      All shares of Class B common stock will convert automatically into shares of Class A common stock on a one-for-one basis upon the first to occur of (1) such time as the outstanding shares of Class B common stock represent less than 15% of the aggregate number of shares of Class B common stock and Class A common stock then outstanding or (2) upon the affirmative vote of the holders of majority of the shares of Class B common stock.

      In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in our certificate of incorporation, which include transfers to:

•  The spouse or lineal descendants, or the spouses or domestic partners of those lineal descendants, of the holder of shares of Class B common stock outstanding, who we refer to as our Class B holder;

•  The executor or administrator of the estate of the Class B holder, his spouse or lineal descendants, or the spouses or domestic partners of those lineal descendants;

•  A trust for the benefit of the Class B holder, his spouse or lineal descendants, the spouses or domestic partners of those lineal descendants, or the parents of the spouse or lineal descendents of Class B holders or the spouses or domestic partners of those lineal descendants;

•  A charitable organization established by the Class B holder, his spouse or lineal descendants, or the spouses or domestic partners of such lineal descendants; or

•  Any other entity controlled by the Class B holder, his spouse or lineal descendants, or the spouses or domestic partners of such lineal descendants, or one or more trusts for their benefit, or one or more charitable organizations established by them; provided, however, each share of Class B common stock will automatically convert into one share of Class A common stock in any transfer by the above persons or entities in a brokerage transaction or transaction with a market maker, or in any similar open market transaction on any securities exchange, national quotation system or over-the-counter market.

      Following this offering, we may not issue or sell any shares of Class B common stock, or any securities convertible or exercisable into shares of Class B common stock, except pursuant to any stock splits, stock dividends, subdivisions, combinations or recapitalizations with respect to our Class B common stock.

Preferred Stock

      Our board of directors will have the authority, without further action by our stockholders, to issue from time to time up to 10,000,000 shares of preferred stock in one or more series. Our board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock classes, diluting the voting power of our common stock classes, impairing the liquidation rights of our common stock classes, or delaying or preventing a change in control. This issuance could have the effect of decreasing the market trading price of the Class A common stock. The issuance of preferred stock or even the ability to issue preferred stock could also have the effect of delaying, deterring or preventing a change in control. After the closing of this offering, no shares of preferred stock will be outstanding, and we currently have no plan to issue any shares of preferred stock.

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Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

      Our certificate of incorporation and our bylaws contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

      Dual-Class Structure. As discussed above, our Class B common stock has two votes per share, while our Class A common stock, which is the class of stock we are selling in this offering and which will be the only class of stock that is publicly traded and issued in the form of stock options to our service providers, has one vote per share. After the offering, Bob Parsons and persons and entities affiliated with him will own all of our Class B common stock, representing                     % of the voting power of our outstanding capital stock. Pursuant to our certificate of incorporation, the holder of shares of Class B common stock may generally transfer such shares to family members, including spouses and descendents or the spouses or domestic partners of such descendents, without having the shares automatically convert into shares of Class A common stock.

      Because of this dual-class structure and the number of shares he owns, Bob Parsons, his affiliates, and his family members and descendents are expected to retain significant influence over our management and affairs, and will be able to control all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our company or assets, even if they come to own significantly less than 50% of the outstanding shares of our common stock. So long as Bob Parsons and his affiliates continue to control shares of Class B common stock representing more than one-third of our total outstanding common stock, they will control a majority of the voting power of our common stock. This concentrated control will significantly limit the ability of stockholders other than Bob Parsons and his affiliates to influence corporate matters. Moreover, Bob Parsons and his affiliates may take actions that other stockholders do not view as beneficial.

      Undesignated Preferred Stock. As discussed above, our board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

      Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting. Our certificate of incorporation provides that when the holders of our outstanding Class B common stock cease to represent a majority of the voting power of our company, our stockholders will no longer be able to act by written consent. This limit on the ability of our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws.

      In addition, our bylaws provide that special meetings of the stockholders may be called only by the chairperson of the board, the chief executive officer, our board of directors or one or more stockholders which in the aggregate represent at least 30% of the total votes entitled to be cast at the meeting. As a result of the stock ownership of Mr. Parsons, other stockholders may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

      Requirements for Advance Notification of Stockholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. However, our bylaws may have the effect of precluding the conduct of certain business

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at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

      Board Classification. Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. For more information on the classified board, see “Management — Board of Directors.” This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

      Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

•  prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section 203; or

•  at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3 % of the outstanding voting stock which is not owned by the interested stockholder.

      Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

      The provisions of Delaware law and the provisions of our certificate of incorporation and bylaws, as amended upon the closing of this offering, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our Class A common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is                     , located at                     .

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SHARES ELIGIBLE FOR FUTURE SALE

      Prior to this offering, there has been no public market for our Class A common stock. Future sales of our Class A common stock in the public market, or the availability of those shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, other than the               shares being offered in our initial public offering, no shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our Class A common stock in the public market after those restrictions lapse, or the perception that those sales might occur, could adversely affect the prevailing market price at that time and our ability to raise equity capital in the future.

      Upon the closing of this offering, we will have outstanding an aggregate of approximately                shares of Class A common stock and                shares of Class B common stock. All of the outstanding shares of Class A common stock will have been sold by us and the selling stockholders in this offering and will be freely tradable without restriction or further registration under the Securities Act, unless the shares are subsequently repurchased by any of our “affiliates” as that term is defined in Rule 144 of the Securities Act. All of the shares of Class B common stock will be held by Bob Parsons, will be “restricted shares” as that term is defined in Rule 144 under the Securities Act, and will convert into shares of Class A common stock upon transfer, except in certain limited circumstances that are more fully described in the section of this prospectus entitled “Description of Capital Stock — Common Stock — Conversion Rights.” Restricted shares may be sold in the public market only if registered or if they qualify for exemption under Rule 144, 144(k) or 701 under the Securities Act, which are summarized below, or another exemption.

      As a result of the lock-up agreements described below and the provisions of Rule 144, Rule 144(k) and Rule 701 under the Securities Act, the shares of our Class A common stock, excluding the shares sold in this offering, that will be available for sale in the public market are as follows:

	Approximate
	Number of
Date of Availability of Sale	Shares
As of the date of this prospectus
90 days after the date of this prospectus
At various times beginning 180 days after the date of this prospectus		*

*  Of these shares,               will be subject to volume limitations under Rule 144 as more fully described below.

      In addition, as of December 31, 2005, options to purchase a total of 6,342,900 shares of Class A common stock were outstanding, of which options to purchase 4,718,400 shares were vested and will become exercisable upon the completion of this offering. Other than the options being exercised by one of our selling stockholders for shares being sold in this offering, substantially all of such options are restricted by the terms of the lock-up agreements described below.

Lock-up Agreements

      Our stockholder and substantially all of the holders of our outstanding stock options have signed lock-up agreements that prevents them from selling any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock for a period of at least 180 days from the date of this prospectus without the prior written consent of Lehman Brothers and Merrill Lynch. This 180-day period may be extended in the circumstances described below under “Underwriting — Lock-Up Agreements.” When determining whether or not to release shares from the lock-up agreements, Lehman Brothers and Merrill Lynch will consider, among other factors, the stockholder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time of the request.

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Rule 144

      In general, under Rule 144 of the Securities Act, beginning 90 days after the date of this prospectus a person deemed to be our “affiliate,” or a person holding restricted shares who beneficially owns shares that were not acquired from us or any of our “affiliates” within the previous year, is entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our common stock, which will equal approximately                shares immediately after this offering, assuming no exercise of outstanding options, or the average weekly trading volume of our Class A common stock on the Nasdaq National Market during the four calendar weeks preceding the filing with the SEC of a notice on Form 144 with respect to that sale. Sales under Rule 144 of the Securities Act are also subject to prescribed requirements relating to the manner of sale, notice and availability of current public information about us.

Rule 144(k)

      Under Rule 144(k), a person who is deemed not to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Beginning 180 days after the date of this prospectus,                shares of our common stock will qualify as “Rule 144(k)” shares.

Rule 701

      Rule 701, as currently in effect, permits resales of shares in reliance upon Rule 144 but without compliance with some of the restrictions of Rule 144, including the holding period requirement. Most of our employees, officers, directors or consultants who purchased shares under a written compensatory plan or contract (such as our current stock option plan) may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Stock Plans

      We intend to file a registration statement on Form S-8 under the Securities Act to register shares of our Class A common stock issued or reserved for issuance under our stock option plans. Accordingly, shares registered under that registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or, to the extent applicable, the lock-up restrictions described above.

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UNDERWRITING

      Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the representatives of the underwriters and the joint book-running managers of this offering. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement, each of the underwriters named below has severally agreed to purchase from us and the selling stockholders the number of shares of Class A common stock shown opposite its name below:

			Number
Underwriters			of Shares
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
		Incorporated
UBS Securities LLC
Cowen and Company, LLC
Piper Jaffray & Co.
JMP Securities LLC
	Total

      The underwriting agreement provides that the underwriters’ obligation to purchase shares of Class A common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

•  the obligation to purchase all of the shares of Class A common stock offered hereby (other than those shares of Class A common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

•  the representations and warranties made by us and the selling stockholders to the underwriters are true;

•  there is no material change in our business or the financial markets; and

•  we deliver customary closing documents to the underwriters.

Commissions and Expenses

      The following table summarizes the underwriting discounts and commissions we and the selling stockholders will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to us and the selling stockholders for the shares.

	No	Full
	Exercise	Exercise
Per share	$	$
Total

      The representatives of the underwriters have advised us that the underwriters propose to offer the shares of Class A common stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $           per share. The underwriters may allow, and the selected dealers may re-allow, a discount from the concession not in excess of $           per share to other dealers. After the offering, the representatives may change the offering price and other selling terms.

      The expenses of the offering that are payable by us are estimated to be $          , excluding underwriting discounts and commissions.

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Option to Purchase Additional Shares

      One of the selling stockholders, Bob Parsons, has granted the underwriters an option exercisable for 30 days after the date of the underwriting agreement to purchase, from time to time, in whole or in part, up to an aggregate of                      shares at the public offering price less underwriting discounts and commissions. This option may be exercised if the underwriters sell more than                      shares in connection with this offering. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares based on the underwriter’s underwriting commitment in the offering as indicated in the table at the beginning of this “Underwriting” section.

Lock-Up Agreements

      We, all of our directors and executive officers, our stockholder, and the holders of substantially all of our outstanding stock options have agreed that, subject to certain exceptions negotiated between the underwriters and us, without the prior written consent of each of Lehman Brothers and Merrill Lynch, we and they will not, directly or indirectly, (1) offer for sale, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any options, right or warrant to purchase, pledge or otherwise dispose of any shares of Class A common stock or securities convertible into or exercisable or exchangeable for Class A common stock (including, without limitation, shares of Class A common stock that may be deemed to be beneficially owned in accordance with the rules and regulations of the SEC and shares of Class A common stock that may be issued upon exercise of any options or warrants), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A common stock, or (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Class A common stock or securities convertible into or exercisable or exchangeable for Class A common stock or any of our other securities.

      The 180-day restricted period described in the preceding paragraph will be extended if:

•  during the last 17 days of the 180-day restricted period we issue an earnings release or material news or a material event relating to us occurs; or

•  prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or occurrence of the material event.

      Lehman Brothers and Merrill Lynch, jointly in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining whether or not to release Class A common stock and other securities from lock-up agreements, Lehman Brothers and Merrill Lynch will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of Class A common stock and other securities for which the release is being requested and market conditions at the time.

Offering Price Determination

      Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated among the representatives, the selling stockholders and us. Among the factors to be considered in determining the initial public offering price will be:

•  the history and prospects for the industry in which we compete;

•  our financial information;

•  the ability of our management and our business potential and earning prospects;

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•  the prevailing securities markets at the time of this offering; and

•  the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

Indemnification

      We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities incurred in connection with the directed share program referred to below, and to contribute to payments that the underwriters may be required to make for these liabilities.

Directed Share Program

      At our request, the underwriters have reserved for sale at the initial public offering price up to            shares offered hereby for officers, directors, employees and certain other persons associated with us. The number of shares available for sale to the general public will be reduced to the extent these persons purchase these reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered hereby.

Stabilization, Short Positions and Penalty Bids

      The representatives may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the Class A common stock, in accordance with Regulation M under the Securities Exchange Act of 1934:

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•  Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions.

•  Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

      These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of the Class A common stock. As a result, the price of the Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The Nasdaq Stock Market or otherwise and, if commenced, may be discontinued at any time.

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      Neither we, the selling stockholders nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Class A common stock. In addition, neither we, the selling stockholders nor any of the underwriters make any representation that the representatives will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

      A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the representatives on the same basis as other allocations.

      Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us, the selling stockholders or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Nasdaq Stock Market

      We have applied to list our shares of Class A common stock for quotation on the Nasdaq National Market under the symbol “DADY.”

Discretionary Sales

      The underwriters have informed us that they do not intend to confirm sales to discretionary accounts that exceed 5% of the total number of shares offered by them.

Stamp Taxes

      If you purchase shares of Class A common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Relationships

      The underwriters may in the future perform investment banking and advisory services for us from time to time for which they may in the future receive customary fees and expenses.

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LEGAL MATTERS

      The validity of our Class A common stock offered by this prospectus will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Fenwick & West LLP, Mountain View, California.

EXPERTS

      The consolidated financial statements of The Go Daddy Group, Inc. at December 31, 2004 and 2005, and for each of the three years in the period ended December 31, 2005, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. Some items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Class A common stock offered hereby, we refer you to the registration statement and the exhibits thereto. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of that contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, we refer you to the exhibits for a more complete description of the matter involved. A copy of the registration statement, and the exhibits thereto, may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of these materials may be obtained from this office upon payment of the prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility. The SEC maintains a web site that contains reports, proxy and information statements, and other information regarding issuers, like us, that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

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THE GO DADDY GROUP INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005		F-3
Consolidated Statements of Operations for the years ended December 31, 2003, 2004 and 2005		F-4
Consolidated Statements of Stockholder’s Deficit for the years ended December 31, 2003, 2004 and 2005		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2004 and 2005		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholder of

The Go Daddy Group, Inc.

      We have audited the accompanying consolidated balance sheets of The Go Daddy Group, Inc. (a subchapter S Corporation) as of December 31, 2004 and 2005 and the related consolidated statements of operations, stockholder’s deficit, and cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Go Daddy Group, Inc. at December 31, 2004 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Phoenix, Arizona

May 12, 2006

F-2

The Go Daddy Group, Inc.

Consolidated Balance Sheets

		December 31,						Pro Forma
								December 31,
		2004			2005			2005
		(In thousands, except share and pe						r(Unaudited))
Assets
Current assets:
	Cash and cash equivalents	$	5,648		$	10,573		$	10,573
	Short-term investments		3,173			3,026			3,026
	Accounts receivable		773			2,327			2,327
	Registry deposits		2,163			5,321			5,321
	Prepaid domain name registry fees		26,950			41,556			41,556
	Prepaid expenses and other current assets		2,807			4,631			4,631
Total current assets			41,514			67,434			67,434
Property and equipment, net			10,968			35,147			35,147
Prepaid domain name registry fees, net of current portion			12,863			21,300			21,300
Restricted cash			50			50			50
Other assets			220			261			261
Total assets		$	65,615		$	124,192		$	124,192
Liabilities and Stockholder’s Deficit
Current liabilities:
	Accounts payable	$	2,688		$	6,998		$	6,998
	Accrued expenses		4,769			9,223			9,223
	Deferred revenue		51,395			89,076			89,076
	Stockholder distributions payable		—			—			3,800
	Current portion of long-term debt		—			123			123
Total current liabilities			58,852			105,420			109,220
Deferred rent			675			1,350			1,350
Deferred revenue, net of current portion			19,818			40,688			40,688
Long-term debt, net of current portion			—			6,920			6,920
Commitments and contingencies
Stockholder’s deficit:
	Common stock, par value $0.01, 50,000,000 shares authorized, 36,601,656 shares issued and outstanding in 2004 and 2005		366			366			366
	Additional paid-in capital		1,142			—			—
	Accumulated deficit		(15,161	)		(30,428	)		(34,228	)
	Accumulated other comprehensive loss		(77	)		(124	)		(124	)
Total stockholder’s deficit			(13,730	)		(30,186	)		(33,986	)
Total liabilities and stockholder’s deficit		$	65,615		$	124,192		$	124,192

See accompanying notes.

F-3

The Go Daddy Group, Inc.

Consolidated Statements of Operations

			Year Ended December 31,
			2003			2004			2005
			(In thousands, except share and per share data)
Revenue:
	Domain name registration		$	26,786		$	48,008		$	84,511
	Website hosting			8,574			14,915			30,551
	On-demand services and other revenue			3,922			10,039			24,696
		Total revenue		39,282			72,962			139,758
Operating expenses:
	Cost of revenue (excluding depreciation and amortization)			19,855			38,596			70,540
	Research and development			3,513			5,348			9,705
	Marketing and advertising			1,196			4,298			15,239
	Selling, general and administrative			14,162			25,743			50,373
	Depreciation and amortization			1,384			2,780			7,784
		Total operating expenses		40,110			76,765			153,641
Loss from operations				(828	)		(3,803	)		(13,883	)
Other income (expense):
	Interest income			54			126			179
	Interest expense			—			(14	)		(184	)
	Other income			—			—			2,283
Net loss			$	(774	)	$	(3,691	)	$	(11,605	)
Basic and diluted net loss per share			$	(0.02	)	$	(0.10	)	$	(0.32	)
Shares used to compute basic and diluted net loss per share				36,601,656			36,601,656			36,601,656
Pro forma net loss data (unaudited):
	Net loss as reported		$	(774	)	$	(3,691	)	$	(11,605	)
	Pro forma tax provision			—			—			—
	Pro forma net loss		$	(774	)	$	(3,691	)	$	(11,605	)
Basic and diluted pro forma net loss per share			$	(0.02	)	$	(0.10	)	$	(0.32	)
Shares used to compute basic and diluted pro forma net loss per share				36,601,656			36,601,656			36,601,656

See accompanying notes.

F-4

The Go Daddy Group, Inc.

Consolidated Statements of Stockholder’s Deficit

													Accumulated
			Common Stock				Additional						Other
							Paid-In			Accumulated			Comprehensive
			Shares		Amount		Capital			Deficit			Loss			Total
			(In thousands, except share data)
Balance at December 31, 2002				36,601,656	$	366	$	6,861		$	(10,696	)	$	—		$	(3,469	)
	Net loss			—		—		—			(774	)		—			(774	)
	Return of capital to stockholder			—		—		(605	)		—			—			(605	)
Balance at December 31, 2003				36,601,656		366		6,256			(11,470	)		—			(4,848	)
	Net loss			—		—		—			(3,691	)		—			(3,691	)
	Unrealized losses on short-term investments			—		—		—			—			(77	)		(77	)
		Comprehensive loss		—		—		—			—			—			(3,768	)
	Return of capital to stockholder			—		—		(5,114	)		—			—			(5,114	)
Balance at December 31, 2004				36,601,656		366		1,142			(15,161	)		(77	)		(13,730	)
	Net loss			—		—		—			(11,605	)		—			(11,605	)
	Unrealized losses on short-term investments			—		—		—			—			(47	)		(47	)
		Comprehensive loss		—		—		—			—			—			(11,652	)
	Return of capital to stockholder			—		—		(1,142	)		(3,662	)		—			(4,804	)
Balance at December 31, 2005				36,601,656	$	366	$	—		$	(30,428	)	$	(124	)	$	(30,186	)

See accompanying notes.

F-5

The Go Daddy Group, Inc.

Consolidated Statements of Cash Flows

			Year Ended December 31,
			2003			2004			2005
			(In thousands)
Operating activities
Net loss			$	(774	)	$	(3,691	)	$	(11,605	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			1,384			2,780			7,784
	Loss on disposal of property and equipment			36			11			44
	Changes in operating assets and liabilities:
		Accounts receivable		(332	)		(198	)		(1,554	)
		Registry deposits		(612	)		(918	)		(3,158	)
		Prepaid domain name registry fees		(11,327	)		(16,834	)		(23,043	)
		Prepaid expenses and other current assets		(199	)		(2,469	)		(1,824	)
		Other assets		(19	)		(98	)		(41	)
		Restricted cash		(150	)		129			—
		Accounts payable		257			(246	)		1,339
		Accrued expenses		836			2,974			4,453
		Deferred revenue		18,568			33,885			58,551
		Deferred rent		(12	)		125			(309	)
Net cash provided by operating activities				7,656			15,450			30,637
Investing activities
Purchases of short-term investments				(1,000	)		(3,175	)		(500	)
Sales of short-term investments				—			1,125			600
Purchases of property and equipment				(4,397	)		(5,914	)		(28,051	)
Net cash used in investing activities				(5,397	)		(7,964	)		(27,951	)
Financing activities
Return of capital to stockholder				(605	)		(5,114	)		(4,804	)
Proceeds from issuance of long-term debt				—			—			7,055
Repayment of long-term debt				—			—			(12	)
Net cash provided by (used in) financing activities				(605	)		(5,114	)		2,239
Net increase in cash and cash equivalents				1,654			2,372			4,925
Cash and cash equivalents, beginning of year				1,622			3,276			5,648
Cash and cash equivalents, end of year			$	3,276		$	5,648		$	10,573

See accompanying notes.

F-6

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements

(In thousands, except share and per share data)

1. Organization and Basis of Presentation

      The consolidated financial statements include the accounts and operations of The Go Daddy Group, Inc. and its wholly owned subsidiaries (“the Company”). The Company does not have any subsidiaries in which it does not own 100% of the outstanding stock. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company provides a variety of domain name registration and website hosting services as well as a broad array of on-demand and other services.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

      The Company considers all investments purchased with a remaining maturity of three months or less at the date of acquisition to be cash equivalents. The Company had pledged $50 of its cash equivalents as collateral against outstanding letters of credit at December 31, 2004 and 2005. This cash is shown as restricted cash on the consolidated balance sheets.

Short-Term Investments

      Short-term investments consist of corporate and government agency debt securities and bank time deposits. Management classifies the Company’s short-term investments as available-for-sale. Available-for-sale securities are carried at fair value with the unrealized gains and losses reported in stockholder’s deficit. Realized gains and losses and declines in value judged to be other than temporary, if any, are included in operations. A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in an impairment of fair value. Any deemed impairment is charged to earnings and a new cost basis for the security is established. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security. Dividend and interest income are recognized when earned. The cost of securities sold is calculated using the specific identification method.

Accounts Receivable

      Accounts receivable are carried at the outstanding balances less an allowance for doubtful accounts. The Company considers accounts receivable to be fully collectible; therefore, the allowance for doubtful accounts is zero at December 31, 2004 and 2005.

Registry Deposits

      Registry deposits represent amounts paid by the Company to registries for future domain name registrations.

Prepaid Domain Name Registry Fees

      Prepaid domain name registry fees represent amounts paid by the Company to registries for domain names registered by the Company’s customers. The Company amortizes prepaid domain name registry fees for initial registrations and renewals on a straight-line basis over the term of the registration contract, ranging from one to ten years. Under certain circumstances, renewal registrations have a term of between one and eleven months.

F-7

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

     Property and Equipment

      Property and equipment are stated at cost. Depreciation and amortization is charged to operations over the estimated useful lives of the applicable assets, using the straight-line method. The estimated useful lives are as follows:

Computer equipment	2-5 years
Building	25 years
Software	3 years
Furniture and fixtures	7-10  years
Other depreciable property	5-10  years

      Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. Leasehold improvements are amortized over the shorter of seven years or the remaining life of the lease. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation and amortization expenses for the years ended December 31, 2003, 2004 and 2005 were $1,384, $2,780 and $7,784, respectively.

     Long-Lived Assets

      The Company reviews its long-lived assets for impairment annually and whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company recognizes an impairment loss if the sum of the expected long-term undiscounted cash flows that the long-lived asset is expected to generate is less than the carrying amount of the long-lived asset being evaluated. The Company treats any write-downs as permanent reductions in the carrying amount of the assets. The Company believes the carrying values of its assets at December 31, 2004 and 2005 are fully realizable.

     Deferred Rent and Lease Accounting

      The Company leases certain office space in various locations. At the inception of each lease, the Company evaluates the property to determine whether the lease will be accounted for as an operating or a capital lease. The term of the lease used for this evaluation includes renewal option periods only in instances where the exercise of the renewal option can be reasonably assured and failure to exercise the option would result in an economic penalty.

      The Company records tenant improvement allowances granted under the lease agreements as leasehold improvements within property and equipment and within deferred rent.

      For leases that contain rent escalations, the Company records the total rent payable during the lease term, as determined above, on a straight-line basis over the term of the lease (including any “rent holiday” period beginning upon possession of the premises), and records the difference between the rent paid and the straight-line rent as deferred rent.

     Revenue Recognition

      The Company’s revenue recognition policy is consistent with applicable revenue recognition guidance and interpretations, including the requirements of Staff Accounting Bulletin No. 104, Revenue Recognition, Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, and Statement of Position 97-2, Software Revenue Recognition.

      The Company records revenue when all four of the following criteria are met: (1) there is persuasive evidence that an arrangement exists; (2) delivery of the services has occurred; (3) the selling price is fixed or

F-8

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

determinable; and (4) collectibility is reasonably assured. The Company records the cash received in advance of revenue recognition as deferred revenue.

      The Company’s agreements do not contain general rights of return. The Company reserves for payment card chargebacks and certain other refunds based on its historical experience. The Company records reserves as a reduction to revenue.

      The Company evaluates revenue arrangements with multiple deliverables to determine if the deliverables (items) can be divided into more than one unit of accounting. An item can generally be considered a separate unit of accounting if all of the following criteria are met:

•  the delivered item has value to the customer on a stand-alone basis;

•  there is objective and reliable evidence of the fair value of the undelivered item; and

•  if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the Company.

      Items that do not meet these criteria are combined into a single unit of accounting. If there is objective and reliable evidence of fair value for all units of accounting, the Company allocates the arrangement consideration to the separate units of accounting based on their relative fair values. The Company records revenue from these units in the appropriate revenue line item in its consolidated statements of operations. In cases where the selling price allocated to an individual unit is less than the Company’s cost of the unit, the Company immediately records a loss for the amount by which the cost exceeds the revenue allocated to the unit recorded. In the event objective and reliable evidence of the fair value(s) of the undelivered item(s) did not exist, the Company would defer all revenue for the arrangement and recognize it over the period in which the last item is delivered.

      Domain Name Registration. Domain name registration revenue consists of domain name registrations, renewals and transfers, domain name privacy, domain name application fees, domain name back-orders and fee surcharges paid to the Internet Corporation for Assigned Names and Numbers (“ICANN”). The domain name registration contracts the Company enters into with customers have a term of between one and ten years, and a majority of its customers enter into contracts having a one-year term. Under certain circumstances, renewal registrations have a term of between one and eleven months. Except for arrangements the Company has with a small number of large enterprises with which the Company has negotiated alternative arrangements, all of its customers pay for registrations in full at the time a domain name is registered. Domain name registration fees are non-refundable, and the Company records them as deferred revenue in the accompanying consolidated balance sheets. The Company then recognizes revenue ratably on a daily basis over the term of the contract.

      Website Hosting. The Company generates website hosting revenue through the sale of website hosting services. Website hosting is most frequently purchased on an annual basis but is also available on a monthly basis or for longer periods. The fees the Company charges for website hosting services differ based on the type of hosting plan purchased and the amount of data storage, bandwidth and other services included. The Company records website hosting revenue as deferred revenue at the time of sale and recognizes it ratably on a daily basis over the term of the contract.

      On-Demand Services and Other Revenue. The Company’s on-demand services currently include online shopping cart, hosted website building service, email accounts, search engine optimization service, email marketing service, and fax thru email service. The Company generally sells its on-demand services on an annual or a monthly basis, depending on the service. The Company records revenue from on-demand services as deferred revenue when paid and recognizes it ratably on a daily basis over the term of the contract.

F-9

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

      Other revenue sources include the sale of Secure Sockets Layer (SSL) certificates for secure online transacting, domain name appraisal and auction service, enrollment fees paid to the Company by its resellers, and advertising on “parked pages.” Parked pages are domain names registered with the Company that do not yet contain an active website. Revenues from these services are recognized immediately upon completion of the service, ratably over the term of the service contract or, in the case of advertising, on a per-click basis.

     Research and Development and Software Development Costs

      The Company charges research and development costs, other than certain software development costs, to expense as incurred. Software development costs incurred subsequent to the establishment of technological feasibility and prior to the general release of a service to the public are capitalized and amortized to cost of revenue over the estimated useful life of the related service. There were no costs capitalized at December 31, 2004 and 2005 because the costs incurred from technological feasibility to the general release were immaterial.

     Share-Based Compensation

      Variable Stock Option Plan. The Company accounts for employee stock options granted prior to December 31, 2005 pursuant to Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations, and has adopted the disclosure-only alternative of Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) and SFAS No. 148, Accounting for Stock Based Compensation — Transition and Disclosures. The Company grants stock options to employees with exercise prices equal to the value of the underlying stock, as determined by its Board of Directors on the date the option is granted. Its Board of Directors determined the value of the underlying stock by considering a number of factors, including operating cash flows, the risks the Company faced at the time, and the lack of liquidity of the Company’s common stock. The stock options vest 25% per year beginning one year after the grant date, and expire ten years from the date of grant; however, the options are not exercisable prior to the occurrence of the sale of the Company or the common stock of the Company being listed and publicly traded on any stock exchange within the United States. As a result of the lack of exercisability, the stock options outstanding are considered to be variable awards and the measurement date will only occur when exercise of the options becomes probable. At December 31, 2005, the exercisability of the Company’s stock options had not yet been deemed probable and as a result no compensation expense has been recorded.

      Based on the fair value of the Company’s common stock of $11.64 at December 31, 2005, the amount of unrecognized compensation expense resulting from the Company’s outstanding stock options would be approximately $61.6 million. In addition, the amount of unrecognized compensation expense related to vested options at December 31, 2005 would be approximately $56.5 million. This fair value was based upon a retrospective third-party valuation analysis and is inherently uncertain and highly subjective.

      SFAS No. 123. The information below has been determined as if the Company had accounted for stock-based awards under the fair value method prescribed in SFAS No. 123. The fair value of the Company’s options to purchase common stock was estimated at the date of grant using the minimum value pricing model for 2003, 2004 and 2005. The fair value of stock-based awards was estimated using the following weighted average assumptions for December 31:

	2003			2004			2005
Expected life (in years)		5			5			5
Interest rate		3.07	%		3.45	%		4.24%
Volatility		—			—			—
Dividend yield		—			—			—

F-10

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

      Using the minimum value pricing model, the estimated weighted average fair value of an option to purchase one share of common stock granted during 2003, 2004 and 2005 was $0.37, $0.62 and $2.35 per option, respectively. As the Company’s options are not exercisable prior to the occurrence of the sale of the Company or the common stock of the Company being listed and publicly traded on any stock exchange within the United States, there would be no compensation expense recognized until exercisability of the Company’s stock options has been deemed probable.

      Based on the minimum value pricing model, the amount of pro forma unrecognized compensation expense resulting from the Company’s outstanding stock options at December 31, 2005 would have been approximately $2,958. For the purposes of pro forma disclosures, the estimated fair value of stock options is amortized to expense primarily over the vesting period using the accelerated expense attribution method under FASB Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option Award Plans.

      SFAS 123 (Revised 2004). In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 123 (Revised 2004), Share-Based Payment (“SFAS No. 123R”), which replaces SFAS 123 and supersedes APB 25. The Company is required to adopt SFAS No. 123R for the fiscal year commencing January 1, 2006. SFAS No. 123R requires measurement of all employee share-based compensation awards using a fair-value method and recording of this expense in the consolidated financial statements. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate method for estimating the fair value of share-based awards. The Black-Scholes-Merton option pricing model requires the Company to make certain assumptions, including stock price volatility, estimated forfeitures, employee stock option exercise behavior and other factors, that can be highly subjective and difficult to predict. A change in one or more of these assumptions could have a material impact on total share-based compensation expense. SFAS No. 123R requires share-based compensation expense to be recognized in the Company’s statement of operations over the service period of the share-based award, typically the vesting period. The Company is required to adopt SFAS No. 123R under the prospective method, in which nonpublic entities that previously applied SFAS No. 123 using the minimum-value method (whether for financial statement recognition or pro forma disclosure purposes), would continue to account for nonvested stock options outstanding at the date of adoption of SFAS No. 123R in the same manner as they had been accounted for prior to adoption. That is, since the Company was accounting for stock options using the intrinsic-value method under APB 25, it will continue to apply APB 25 in future periods to stock options outstanding at January 1, 2006.

     Derivative Financial Instruments

      The Company does not acquire, hold or issue derivative financial instruments for trading purposes. Derivative financial instruments are used to manage interest rate risks that arise out of the Company’s core business activities.

      The Company has one derivative financial instrument in the form of an interest rate swap to manage interest rate risk. The Company recognizes all changes in the fair value of derivatives in its consolidated statements of operations. The fair value of derivatives is determined through the use of independent markets and is based upon the prevailing market prices of those instruments at the date of valuation.

     Income Taxes

      The Company has elected to be taxed under the Internal Revenue Code as a subchapter S corporation. Under those provisions, the Company does not pay corporate income taxes on its taxable income. Instead, the stockholder is liable for federal and state income taxes on the taxable income of the Company.

F-11

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

     Advertising Costs

      Advertising costs other than direct-response advertising are expensed at the time the promotion first appears in the media. The Company capitalizes the direct costs of producing and distributing direct-response advertisements mailed by the Company or through third parties and amortizes the costs over the expected future revenue stream, which is generally three months from the date the advertisements are mailed. Capitalized direct-response advertising costs of $244 at December 31, 2005 are included in prepaid expenses in the consolidated balance sheets. Advertising expense amounted to approximately $1,073, $2,533 and $12,534 for the years ended December 31, 2003, 2004 and 2005, respectively.

     Fair Value of Financial Instruments

      The carrying amounts of cash and cash equivalents approximate fair value due to the short maturity of those instruments. The respective fair values of investments are determined based on quoted market prices, which approximate fair values. The carrying amounts of accounts receivable, accounts payable and accrued liabilities reported in the consolidated balance sheets approximate their fair values because of the immediate or short-term maturity of these financial instruments. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying values of the Company’s long-term debt also approximate fair value. The fair value of derivative instruments is based on quotes from brokers using market prices for those or similar instruments.

     Use of Estimates

      The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

     Concentrations of Credit Risk

      The majority of the Company’s accounts receivable at December 31, 2004 and 2005 are comprised of amounts due from payment card processors and online payment services. There are no amounts 90 days or more past due. The Company has not experienced any losses on these accounts and believes it is not exposed to any significant credit risk on its accounts receivable balances.

     Recently Issued Accounting Pronouncements

      In March 2005, the SEC issued Staff Accounting Bulletin No. 107, Share-Based Payment (“SAB No. 107”). SAB No. 107 provides guidance regarding the interaction between SFAS No. 123R and certain SEC rules and regulations, including guidance related to valuation methods, the classification of compensation expense, non-GAAP financial measures, the accounting for income tax effects of share-based payment arrangements, disclosures in management’s discussion and analysis of financial condition and results of operations subsequent to adoption of SFAS No. 123R and modifications of options prior to the adoption of SFAS No. 123R.

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections — A Replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 requires the retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impractical to determine either the period-specific effects or cumulative effect of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS No. 154

F-12

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, and the Company will adopt this provision, as applicable, in 2006.

      In November 2005, the FASB issued FASB Staff Position 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (“FSP 115-1”), which provides guidance on determining when investments in certain debt and equity securities are considered impaired, determining whether that impairment is other-than-temporary, and measuring that impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. FSP 115-1 is required to be applied to reporting periods beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of fiscal 2006. The Company is currently evaluating the effect that the adoption of FSP 115-1 will have on its consolidated results of operations and financial condition but does not expect it to have a material impact on its consolidated results of operations.

3. Short-Term Investments

      The Company’s short-term investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relation to the Company’s investment guidelines and market conditions. Short-term investments consist of government agency bonds, municipal debt securities, other debt securities and bank time deposits. The following is a summary of available-for-sale securities at December 31, 2004:

			Gross		Gross			Estimated
	Adjusted		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Government agency bonds	$	2,000	$	—	$	(77	)	$	1,923
Municipal debt securities		325		—		—			325
Other debt securities		725		—		—			725
Bank time deposits		200		—		—			200
	$	3,250	$	—	$	(77	)	$	3,173

      The following is a summary of available-for-sale securities at December 31, 2005:

			Gross		Gross			Estimated
	Adjusted		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Government agency bonds	$	2,000	$	—	$	(124	)	$	1,876
Municipal debt securities		425		—		—			425
Other debt securities		725		—		—			725
	$	3,150	$	—	$	(124	)	$	3,026

      The Company’s unrealized losses of $124 at December 31, 2005 were due to fluctuations in interest rates. Management does not believe any of the unrealized losses represented an other-than-temporary impairment based on its evaluation of available evidence at December 31, 2005.

      During the years ended December 31, 2003, 2004 and 2005, the Company did not have any realized gains or losses on sales of available-for-sale securities.

      The unamortized cost and estimated fair value of the available-for-sale securities at December 31, 2005, by maturity, are shown below. Expected maturities can differ from contractual maturities because the issuers

F-13

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

of the securities may have the right to prepay obligations without prepayment penalties, and the Company views its available-for-sale securities as available for current operations.

			Gross		Gross		Estimated
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Due in one year or less	$	200	$	—	$	—	$	200
Due after one year and through five years		2,000		—		124		1,876
Due after five years and through ten years		—		—		—		—
Due after ten years		950		—		—		950
	$	3,150	$	—	$	124	$	3,026

4. Property and Equipment

      Property and equipment consisted of the following at December 31:

	2004			2005
Computer equipment	$	12,313		$	30,324
Building		—			9,559
Software		1,362			2,707
Leasehold improvements		1,040			3,070
Furniture and fixtures		465			788
Other depreciable property		483			579
Total property and equipment		15,663			47,027
Accumulated depreciation and amortization		(4,695	)		(11,880	)
Property and equipment, net	$	10,968		$	35,147

      In 2005, the Company acquired a building for approximately $9,500. The Company plans to utilize this building as the primary data center to support its website hosting activities and corporate infrastructure. The building had not yet been placed into service at December 31, 2005.

5. Stockholder’s Equity

      At December 31, 2002, the Company had authorized 50,000,000 shares of its $.01 par value common stock, 18,300,828 shares of which were issued and outstanding. On December 31, 2004, the Company announced a two-for-one stock split in the form of a stock dividend. Under the terms of the stock split, the Company’s stockholder of record on that date received one share of common stock for every one share of common stock held on that date. The stock split was effected on December 31, 2004 from authorized but unissued shares of common stock of the Company. The number of shares of the Company’s common stock, per share amounts and stock option data have been retroactively restated for all periods presented for the stock split discussed above.

      Since the Company’s inception in 1997, the Company has operated as a subchapter S corporation and income has been taxed directly to the Company’s sole stockholder. Since 2002, the Company has made regular distributions to this stockholder based on the funds available for distribution. In 2003, 2004, and 2005 the Company made distributions to this stockholder aggregating approximately $605, $5,114, and $4,804.

F-14

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

6. Stock Option Plans

      During 2002, the Company’s Board of Directors and stockholder approved the Go Daddy Group 2002 Stock Option Plan (the “Plan”), which provides for the issuance of nonqualified stock options to employees. The Company had reserved 6,700,000 shares of the Company’s common stock for grants under this Plan, of which 357,100 remained available for grant at December 31, 2005. The Plan is administered by a committee appointed by the Board of Directors, which is authorized to, among other things, select the employees who will receive grants and determine the exercise price and vesting period for the options.

      On October 20, 2005, the Company entered into change of control agreements with certain officers of the Company that modified their stock option agreements. The modification provides that: (i) upon the occurrence of a change of control transaction involving the Company, all unvested stock options held by the officer will become 100% vested and exercisable, and (ii) if the Company’s founder retains at least a 50% interest in the Company as of the date of an initial public offering, then 50% of the unvested shares underlying options held by the officer will become vested and exercisable on that date.

      Summary information related to the stock option plans is as follows:

		Year Ended
		December 31, 2004
					Weighted-
		Number of			Average
		Shares			Exercise Price
Options outstanding at beginning of year			5,458,500		$	0.76
	Grants		544,600			3.96
	Exercises		—			—
	Cancellations		(190,700	)		1.52
Options outstanding at end of year			5,812,400			1.03
Options vested at end of year			4,299,200			0.51
Weighted average fair value of options granted during the year						0.62

		Year Ended
		December 31, 2005
					Weighted-
		Number of			Average
		Shares			Exercise Price
Options outstanding at beginning of year			5,812,400		$	1.03
	Grants		885,300			7.72
	Exercises		—			—
	Cancellations		(354,800	)		1.73
Options outstanding at end of year			6,342,900			1.93
Options vested at end of year			4,718,400			0.71
Weighted average fair value of options granted during the year						2.35

      The following tables summarize information about stock-based employee compensation grants outstanding and vested at December 31, 2004 and 2005. The options are not exercisable prior to the occurrence of the sale of the Company or the common stock of the Company being listed and publicly traded on any stock exchange within the United States. As a result of the lack of exercisability, the stock options

F-15

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

outstanding are considered to be variable awards and the measurement date will only occur when exercise of the options becomes probable. At December 31, 2005, the exercisability of the Company’s stock options had not yet been deemed probable and as a result no compensation expense has been recorded.

	2004 Outstanding Options						2004 Vested Options
			Weighted		Weighted				Weighted		Weighted
			Average		Average				Average		Average
	Number of		Contractual		Exercise		Number of		Contractual		Exercise
Exercise Price	Shares		Life		Price		Shares		Life		Price
			(In years)						(In years)
$0.25 - $0.60		3,774,600		4.30	$	0.32		3,589,650		4.18	$	0.30
$1.13 - $1.38		827,000		7.12		1.20		519,400		7.07		1.19
$1.91 - $2.46		624,800		8.62		2.40		173,000		8.55		2.35
$3.79 - $4.02		586,000		9.50		3.95		17,150		8.84		3.80
		5,812,400						4,299,200

	2005 Outstanding Options						2005 Vested Options
			Weighted		Weighted				Weighted		Weighted
			Average		Average				Average		Average
	Number of		Contractual		Exercise		Number of		Contractual		Exercise
Exercise Price	Shares		Life		Price		Shares		Life		Price
			(In years)						(In years)
$0.25 - $0.60		3,514,200		4.62	$	0.31		3,514,200		4.62	$	0.31
$1.13 - $1.38		829,400		6.10		1.20		732,600		6.07		1.19
$1.91 - $2.46		614,000		7.64		2.40		317,700		7.61		2.39
$3.79 - $4.02		555,900		8.52		3.95		153,900		8.45		3.94
$5.87		32,600		9.13		5.87		—		—		—
$7.69		668,300		9.70		7.69		—		—		—
$9.10		128,500		9.92		9.10		—		—		—
		6,342,900						4,718,400

7. Long-Term Debt

      In October 2005, the Company obtained a $7.1 million loan from U.S. Bank to finance the purchase of a building to be used as a data center. The loan bears interest at a rate of 2.10% plus one month LIBOR. The Company entered into an interest rate swap agreement to fix the effective interest rate at 6.98%. The interest rate swap agreement expires October 18, 2010. The Company is exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreement. However, the Company does not anticipate nonperformance by the counterparty.

      In October 2005, the Company also entered into a $1,500 credit facility with U.S. Bank for the purchase of data center equipment. Any borrowing under the credit facility would bear interest at the prime rate announced by U.S. Bank until July 31, 2006 and thereafter at the rate of 2.10% plus one month LIBOR. As of December 31, 2005, there were no balances outstanding under this facility.

      The Company is not in compliance with one of its covenants related to its long-term debt, due to the issuance of financial statements after the date required under the terms of the covenant. The bank has issued the Company a waiver related to this covenant.

F-16

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

      The aggregate principal payments due on long-term debt are as follows:

Year Ending December 31,
2006	$	123
2007		156
2008		164
2009		172
2010		6,428
Total aggregate principal payments	$	7,043

8. Commitments and Contingencies

Leases

      The Company leases office space and vehicles under operating leases expiring at various dates through August 2008. Total rent expense for the years ended December 31, 2003, 2004 and 2005 was $645, $1,421 and $3,015, respectively.

      Future minimum lease payments required under all operating lease agreements are as follows:

Year Ending December 31,
2006	$	4,002
2007		3,262
2008		1,751
2009		959
2010		555
Thereafter		22
Total minimum payments	$	10,551

Maintenance Agreements

      The Company has entered into long-term maintenance arrangements with certain vendors to provide maintenance of equipment. Under these arrangements, the Company is required to make monthly payments totaling approximately $94 through May 2008. Minimum payments under these agreements total $1,132 in 2006, $1,132 in 2007 and $209 in 2008.

Litigation

      The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these matters will have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

F-17

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

Legal Settlement

      In 2005, the Company recorded other income of $2,000 from the settlement of a legal dispute involving breach of contract by a third party.

Indemnification

      The Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them is, or is threatened to be, made a party by reason of his service as a director or officer, including any action by the Company, arising out of his services as the Company’s director or officer or his services provided to any other company or enterprise at the Company’s request.

Other

      The Company is responsible for charging end customers certain taxes in numerous international jurisdictions. In the ordinary course of its business, there are many transactions and calculations where the ultimate tax determination is uncertain. In the future, the Company may come under audit, which could result in changes to its tax estimates. The Company believes that it maintains adequate tax reserves to offset the potential liabilities that may arise upon audit. Although the Company believes its tax estimates and associated reserves are reasonable, the final determination of tax audits and any related litigation could be materially different than the amounts established for tax contingencies. To the extent that these estimates ultimately prove to be inaccurate, the associated reserves would be adjusted resulting in the Company’s recording a benefit or expense in the period in which a final determination is made.

9. Benefit Plan

      The Company has a defined contribution plan (401(k) plan) covering all employees who meet certain eligibility requirements. Eligible employees may contribute up to 15% of their respective compensation subject to limitations established by the Internal Revenue Code. The Company may match 50% of any participant’s contribution up to $4 of the participant’s compensation. Participants are immediately vested in their contributions plus actual earnings thereon. Participants become 20% vested in the Company’s contributions plus earnings thereon after two years of service and 20% each year thereafter, becoming 100% vested after six years of service. The Company’s contribution expense was $105, $195 and $329 for the years ended December 31, 2003, 2004 and 2005, respectively.

10. Segment Reporting

      The Company’s management approach includes evaluating each of its over 30 products on which operating decisions are made based on sales and profitability. Each of its operating companies sells similar products and services. The Company does not attempt to allocate marketing and advertising expenses, general and administrative expenses, and depreciation and amortization expenses at the product level. Discrete financial data on each of its services are not available and it would be impractical to collect and maintain financial data in such a manner; therefore, reportable segment information is the same as contained in the Company’s consolidated financial statements.

11. Subsequent Events

      From January 17, 2006 through March 31, 2006, the Company granted stock options to purchase an aggregate of 290,000 shares of common stock, each having an exercise price of $9.10 per share. On May 11,

F-18

The Go Daddy Group, Inc.

Notes to Consolidated Financial Statements — (Continued)

(In thousands, except share and per share data)

2006, the Company granted stock options to purchase an aggregate of 2,615,196 shares of Class A common stock, each having an exercise price of $14.52 per share.

      Between January 1, 2006 and May 11, 2006, the Company made aggregate distributions of $3,250 to its sole stockholder.

      On May 11, 2006, the Company’s board of directors: (i) adopted the 2006 Equity Incentive Plan and reserved 7,000,000 shares of Class A common stock for issuance thereunder; (ii) approved new change of control agreements with certain officers of the Company providing for, among other benefits, payment to each such officer of twelve months of such officers’ respective base salary and bonus and accelerated vesting of 50% of any then-unvested stock options granted to each officer after May 11, 2006, in each case upon the termination of that officer’s employment without cause or resignation from his or her office for good reason within 18 months following a change of control of the Company; (iii) authorized a reincorporation of the Company into Delaware and institution of a dual-class capital structure; and (iv) approved the filing of a registration statement on Form S-1 with the Securities and Exchange Commission providing for the initial public offering of the Company’s Class A common stock.

12. Supplemental Cash Flow Information

      At December 31, 2004 and 2005, the Company had recorded within accounts payable amounts totaling $2,312 and $2,971, respectively, related to purchases of property and equipment for which payment had not yet been made.

      During 2004, certain of the amounts pledged as collateral against the Company’s line of credit were released. The amounts released included $200 of short-term investments.

      During 2003, 2004 and 2005, the Company capitalized $264, $211 and $984, respectively, of leasehold improvements, which are included in property and equipment, through incentives included in its lease agreements, and resulted in increased deferred rent.

13. Pro Forma Information (Unaudited)

      Income Taxes. Assuming completion of the proposed IPO (described in Note 11), the Company will revoke its S corporation status and thereafter will be subject to corporate federal and state income taxes as a subchapter C corporation. Because the Company is a subchapter S corporation, deferred taxes have not been reflected in the financial statements, and the Company is not responsible for these income taxes until the revocation of the S corporation status. The statements of operations do not include a pro forma adjustment, calculated in accordance with SFAS No. 109, Accounting for Income Taxes, for income taxes that would have been recorded if the Company was a subchapter C corporation because the Company would have provided a full valuation allowance on its net deferred tax assets and as such no tax provision would be recorded.

      Distributions to Stockholder. The pro forma consolidated balance sheet as of December 31, 2005 includes an adjustment to increase stockholder distributions payable and accumulated deficit by $3.8 million to show the effect of the S corporation distributions made and expected to be made in 2006 prior to the Company’s reincorporation and initial public offering.

F-19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

      The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the Class A common stock hereunder. All amounts are estimates except the SEC registration fee, the NASD filing fee and the Nasdaq National Market listing fee.

	Amount to
	be paid
SEC registration fee	$	21,400
NASD filing fee		20,500
Nasdaq National Market listing fee		150,000
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*
Total	$	*

*  To be completed by amendment.

Item 14. Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

      Our amended and restated certificate of incorporation provides for the indemnification of directors to the fullest extent permissible under Delaware law.

      Our amended and restated bylaws provide for the indemnification of officers, directors and third parties acting on our behalf if this person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful.

      We have entered into indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our charter documents, and we intend to enter into indemnification agreements with any new directors and executive officers in the future.

      The underwriting agreement (Exhibit 1.1 hereto) provides for indemnification by the underwriters of us, our executive officers and directors and the selling stockholders, and indemnification of the underwriters by us and the selling stockholders for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, in connection with matters specifically provided in writing by the underwriters for inclusion in the registration statement.

      We intend to purchase and maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.

II-1

Item 15. Recent Sales of Unregistered Securities

      During the last three years, we have issued unregistered securities to a limited number of persons, as described below:

      Since May 2003, we have issued options to purchase an aggregate of 2,021,600 shares of our Class A common stock under our Go Daddy 2002 Stock Option Plan to employees with exercise prices ranging from $1.91 to $9.10 per share, and options to purchase an aggregate of 2,615,196 shares of our Class A common stock under our 2006 Equity Incentive Plan to employees and directors all with exercise prices of $14.52 per share.

      None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the securities described above were exempt from registration under the Securities Act in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule and/or in reliance on Section 4(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering. The recipients of securities under compensatory benefit plans and contracts relating to compensation were our employees or directors and received the securities as compensation for services. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us. The sales of these securities were made without general solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules

     (a) Exhibits

Exhibit
Number			Description
	1	.1*	Form of Underwriting Agreement
	3	.1	Certificate of Incorporation of the Registrant, as currently in effect
	3	.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the closing of this offering
	3	.3	Bylaws of the Registrant, as currently in effect
	3	.4	Form of Bylaws of the Registrant, to be in effect upon the closing of this offering
	4	.1*	Specimen Class A common stock certificate of Registrant
	5	.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
	10	.1	Form of Indemnification Agreement between the Registrant and its directors and officers
	10	.2	Go Daddy 2002 Stock Option Plan of the Registrant
	10	.3	Forms of Stock Option Award under the Go Daddy 2002 Stock Option Plan
	10	.4	2006 Equity Incentive Plan of the Registrant
	10	.5	Form of Stock Option Award Agreement under the 2006 Equity Incentive Plan
	10	.6A	Form of Change in Control Protection Agreement between the Registrant and each of Barbara J. Rechterman, Warren J. Adelman, Michael J. Zimmerman and Christine N. Jones, dated as of May 11, 2006
	10	.6B	Form of Change of Control Agreement between the Registrant and each of Barbara J. Rechterman, Warren J. Adelman, Michael J. Zimmerman and Christine N. Jones, dated as of October 20, 2005
	10	.7	Registrar Accreditation Agreement between the Internet Corporation for Assigned Names and Numbers and Go Daddy Software, Inc., dated March 20, 2005
	10	.8	Registrar Accreditation Agreement between the Internet Corporation for Assigned Names and Numbers and Wild West Domains, Inc., dated February 1, 2002
	10	.9	.NET Registry Registrar Agreement between VeriSign, Inc. and Go Daddy Software, Inc., dated November 14, 2005

II-2

Exhibit
Number			Description
	10	.10	.NET Registry Registrar Agreement between VeriSign, Inc. and Wild West Domains, Inc., dated November 14, 2005
	10	.11	Amendment No. 1 to Registry-Registrar Agreement between VeriSign, Inc. and Go Daddy Software, Inc., dated November 2, 2004
	10	.12	Amendment No. 1 to Registry-Registrar Agreement between VeriSign, Inc. and Wild West Domains, Inc., dated November 2, 2004
	10	.13	Office Lease for Scottsdale Technology Center (14455 N. Hayden Road) between Go Daddy Software, Inc. and IDS Life Insurance Company, dated December 26, 2001 (as amended)
	10	.14	Purchase and Sale Agreement between Go Daddy Software, Inc. and Sterling Buckeye Network Exchange, LLC, dated August 2005
	10	.15	Loan Agreement between U.S. Bank National Association and Go Daddy Software, Inc., dated October 18, 2005
	10	.16	Promissory Note Secured by Deed of Trust (Acquisition Loan) between U.S. Bank and Go Daddy Software, dated October 18, 2005
	10	.17	Promissory Note Secured By Deed of Trust (Equipment Loan) between U.S. Bank and Go Daddy Software, dated October 18, 2005
	10	.18	Office Lease between JL Bates, LLC and Go Daddy Software, Inc. (2299 West Obispo Avenue, Gilbert, Arizona) dated November 22, 2004 (as amended)
	21	.1	List of subsidiaries of the Registrant
	23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23	.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
	24	.1	Power of Attorney (see page II-5 to this registration statement on Form S-1)

*  To be filed by amendment.

(b) Financial Statement Schedules

      All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings

      The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon

II-3

Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, The Go Daddy Group, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona on the 12th day of May 2006.

THE GO DADDY GROUP, INC.

By:  /s/ Bob Parsons

Bob Parsons

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bob Parsons and Christine N. Jones, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Bob Parsons Bob Parsons	Chief Executive Officer, Founder and Chairman of the Board (Principal Executive Officer)	May 12, 2006
/s/ Michael J. Zimmerman Michael J. Zimmerman	Chief Accounting Officer and Acting Chief Financial Officer (Principal Accounting and Financial Officer)	May 12, 2006
/s/ Thomas F. Mendoza Thomas F. Mendoza	Director	May 12, 2006
/s/ Charles J. Robel Charles J. Robel	Director	May 12, 2006
/s/ Greg J. Santora Greg J. Santora	Director	May 12, 2006
/s/ Warren J. Adelman Warren J. Adelman	Director	May 12, 2006

II-5

EXHIBIT INDEX

Exhibit
Number			Description
	1	.1*	Form of Underwriting Agreement
	3	.1	Certificate of Incorporation of the Registrant, as currently in effect
	3	.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the closing of this offering
	3	.3	Bylaws of the Registrant, as currently in effect
	3	.4	Form of Bylaws of the Registrant, to be in effect upon the closing of this offering
	4	.1*	Specimen Class A common stock certificate of Registrant
	5	.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
	10	.1	Form of Indemnification Agreement between the Registrant and its directors and officers
	10	.2	Go Daddy 2002 Stock Option Plan of the Registrant
	10	.3	Forms of Stock Option Award under the Go Daddy 2002 Stock Option Plan
	10	.4	2006 Equity Incentive Plan of the Registrant
	10	.5	Form of Stock Option Award Agreement under the 2006 Equity Incentive Plan
	10	.6A	Form of Change in Control Protection Agreement between the Registrant and each of Barbara J. Rechterman, Warren J. Adelman, Michael J. Zimmerman and Christine N. Jones, dated as of May 11, 2006
	10	.6B	Form of Change of Control Agreement between the Registrant and each of Barbara J. Rechterman, Warren J. Adelman, Michael J. Zimmerman and Christine N. Jones, dated as of October 20, 2005
	10	.7	Registrar Accreditation Agreement between the Internet Corporation for Assigned Names and Numbers and Go Daddy Software, Inc., dated March 20, 2005
	10	.8	Registrar Accreditation Agreement between the Internet Corporation for Assigned Names and Numbers and Wild West Domains, Inc., dated February 1, 2002
	10	.9	.NET Registry Registrar Agreement between VeriSign, Inc. and Go Daddy Software, Inc., dated November 14, 2005
	10	.10	.NET Registry Registrar Agreement between VeriSign, Inc. and Wild West Domains, Inc., dated November 14, 2005
	10	.11	Amendment No. 1 to Registry-Registrar Agreement between VeriSign, Inc. and Go Daddy Software, Inc., dated November 2, 2004
	10	.12	Amendment No. 1 to Registry-Registrar Agreement between VeriSign, Inc. and Wild West Domains, Inc., dated November 2, 2004
	10	.13	Office Lease for Scottsdale Technology Center (14455 N. Hayden Road) between Go Daddy Software, Inc. and IDS Life Insurance Company, dated December 26, 2001 (as amended)
	10	.14	Purchase and Sale Agreement between Go Daddy Software, Inc. and Sterling Buckeye Network Exchange, LLC, dated August 2005
	10	.15	Loan Agreement between U.S. Bank National Association and Go Daddy Software, Inc., dated October 18, 2005
	10	.16	Promissory Note Secured by Deed of Trust (Acquisition Loan) between U.S. Bank and Go Daddy Software, dated October 18, 2005
	10	.17	Promissory Note Secured By Deed of Trust (Equipment Loan) between U.S. Bank and Go Daddy Software, dated October 18, 2005
	10	.18	Office Lease between JL Bates, LLC and Go Daddy Software, Inc. (2299 West Obispo Avenue, Gilbert, Arizona) dated November 22, 2004 (as amended)
	21	.1	List of subsidiaries of the Registrant
	23	.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23	.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
	24	.1	Power of Attorney (see page II-5 to this registration statement on Form S-1)

*  To be filed by amendment.

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

THE GO DADDY GROUP, INC.
a Delaware corporation

ARTICLE I

     The name of this corporation is The Go Daddy Group, Inc. (the “Corporation”).

ARTICLE II

     The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

     This Corporation is authorized to issue one class of stock to be designated “Common Stock.” The total shares of Common Stock authorized to be issued is One Thousand (1,000) shares with a par value $0.001 per share.

ARTICLE V

     The name and mailing address of the incorporator is as follows:

Caine T. Moss, Esq.
Wilson Sonsini Goodrich & Rosati, PC
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050

ARTICLE VI

     The Corporation is to have perpetual existence.

ARTICLE VII

     Section 1. Board of Directors. The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed in the manner designated in the Bylaws of the Corporation.

     Section 2. Bylaws. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

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     Section 3. Election of Directors. Elections of directors need not be by written ballot unless a stockholder demands election by written ballot at the meeting and before voting begins or unless the Bylaws of the Corporation shall so provide.

     Section 4. Voting Rights. Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held, shall be entitled to notice of any stockholder meeting in accordance with the Bylaws of the Corporation and shall be entitled to vote upon such matters and in such manner as is otherwise provided herein or as may be provided by law.

ARTICLE VIII

     Section 1. Director Liability. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

     Section 2. Indemnification. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.

     Section 3. Amendment or Repeal. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Corporation’s Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

     Meetings of stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE X

     Vacancies created by the resignation of one or more members of the Board of Directors and newly created directorships, created in accordance with the Bylaws of this Corporation, may be filled by the vote of a majority, although less than a quorum, of the directors then in office, or by a sole remaining director.

ARTICLE XI

     Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

ARTICLE XII

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purposes of forming a Corporation pursuant to the corporation law of the State of Delaware, does make this certificate, hereby declaring and certifying, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly, has hereunto set his hand on May 5, 2006.

/s/ Caine T. Moss, Esq.  

Caine T. Moss, Incorporator  

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE GO DADDY GROUP, INC.

a Delaware corporation

     The Go Daddy Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

     A. The name of the Corporation is The Go Daddy Group, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 5, 2006.

     B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.

     C. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

     The name of this corporation is The Go Daddy Group, Inc.

ARTICLE II

     The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     1. Authorized Shares. This Corporation is authorized to issue two classes of stock to be designated “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation shall have the authority to issue is [___,000,000]. The total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, with a par value of $0.001 per share. The total number of shares of Common Stock that the Corporation is authorized to issue is [___,000,000], with a par value of $0.001 per share. The Common Stock shall be divided into two classes consisting of [___,000,000] shares designated as Class A Common Stock (the “Class A Common Stock”) and [___,000,000] shares designated as Class B Common Stock (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”).

The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote a majority of the combined voting power of all of the then outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such Preferred Stock holders is required pursuant to the provisions established by the Board of Directors of the Corporation (the “Board of Directors”) in the resolution or resolutions providing for the issuance of such Preferred Stock, and if such holders of such Preferred Stock are so entitled to vote thereon, then, except as may otherwise be set forth in this Amended and Restated Certificate of Incorporation, the only stockholder approval required shall be the affirmative vote of a majority of the combined voting power of the Common Stock and the Preferred Stock so entitled to vote.

     2. Preferred Stock.

     The Board of Directors is hereby authorized, subject to limitations prescribed by law and the provisions of Part 2 of this ARTICLE IV, by resolution to provide for the issuance of the remaining authorized shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof.

     Subject to the restrictions set forth in applicable law, the authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

          (a) The number of shares constituting that series (including an increase or decrease in the number of shares of any such series (but not below the number of shares in any such series then outstanding)) and the distinctive designation of that series;

          (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

          (c) Whether that series shall have voting rights (including multiple or fractional votes per share) in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

          (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

          (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and the amount of such sinking funds;

          (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

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          (h) Any other relative rights, preferences and limitations of that series.

     3. Common Stock. A statement of the powers, preferences and rights, and qualifications, limitations or restrictions of each class of Common Stock is as follows:

          (a) Relative Rights of Preferred Stock and Common Stock. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations, or restrictions of the Common Stock are expressly made subject and subordinate to those that may be fixed with respect to any shares of the Preferred Stock.

          (b) Voting Rights. Except as otherwise provided herein or by applicable law, the holders of shares of Class A Common Stock and Class B Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the stockholders of the Corporation.

               (i) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

               (ii) Each holder of shares of Class B Common Stock shall be entitled to two (2) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

          (c) Dividends. The holders of shares of Class A Common Stock and the holders of shares of Class B Common Stock shall be entitled to share equally, on a per-share basis, in such dividends and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of shares of Class A Common Stock shall receive shares of Class A Common Stock or rights to acquire shares of Class A Common Stock, as the case may be, and the holders of shares of Class B Common Stock shall receive shares of Class B Common Stock or rights to acquire shares of Class B Common Stock, as the case may be.

          (d) Liquidation. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per-share basis, in all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.

          (e) Subdivision or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.

          (f) Equal Status. Except as expressly provided in this ARTICLE IV, Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters.

          (g) Conversion. The provisions of this Section 3(g) of ARTICLE IV of this Amended and Restated Certificate of Incorporation shall become effective as of the date that a registration statement

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regarding the sale of shares of Class A Common Stock to the public is declared effective by the Securities and Exchange Commission (the “IPO Date”).

               (i) As used in this Section 3, the following terms shall have the following meanings:

                    (1) A “Descendant” shall mean a lineal descendant of the Founder (including relationships by legal adoption) or the spouse of such lineal descendant or the Domestic Partner of such lineal descendant.

                    (2) A “Domestic Partner” shall mean a person with whom said lineal descendant has registered as a domestic partner, established a civil union, or created a substantially equivalent status under the laws of a state of the United States or a political subdivision of a state of the United States.

                    (3) The “Founder” shall mean Bob Parsons.

                    (4) A “Founder Controlled Entity” shall mean a corporation, partnership, limited liability company, limited liability partnership or similar entity of which more than a majority of the voting stock, voting partnership interests, voting membership interests or similar voting interests are held directly or indirectly by one or more of (i) the Founder, (ii) the spouse of the Founder, (iii) a Descendant or Descendants, (iv) a Founder Trust or (v) a Founder Charitable Organization.

                    (5) A “Founder Trust” shall mean a trust (including a voting trust) for the benefit of one or more of (i) the Founder, (ii) the spouse of the Founder, or (iii) a Descendant or Descendants; provided, however, that the beneficiaries of such trust may also include one or more charitable organizations, contributions to which are deductible for federal income, estate or gift tax purposes.

                    (6) A “Founder Charitable Organization” shall mean a charitable organization established by one or more of (i) the Founder, (ii) the spouse of the Founder or (iii) a Descendant or Descendants, contributions to which are deductible for federal income, estate or gift tax purposes.

                    (7) A “Permitted Transferee” shall mean (i) the Founder; (ii) the spouse of the Founder; (iii) a Descendant or Descendants; (iv) the executor or administrator of the estate of the Founder, the spouse of the Founder or a Descendant or Descendants (but solely in the context of executing or administering such estate); (v) a Founder Trust; (vi) a Founder Charitable Organization; or (vii) a Founder Controlled Entity.

                    (8) “Transfer” shall mean any sale, assignment, transfer, lease, pledge, conveyance, hypothecation or other transfer or disposition of such share, whether or not for value and whether voluntary or involuntary.

               (ii) Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time.

               (iii) Each share of Class B Common Stock shall automatically, without any further action, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the first to occur of:

                    (1) [___], 2021;

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                    (2) the first time after the IPO Date that the outstanding shares of Class B Common stock represent less than 10% of the total number of outstanding shares of Common Stock; or

                    (3) the receipt by the Corporation of the affirmative vote at a duly noticed stockholders meeting (or a duly executed written consent) of the holders of a majority of the shares of Class B Common Stock then outstanding in favor of the conversion of all of the shares of Class B Common Stock.

               (iv) Each share of Class B Common Stock shall automatically, without any further action, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the Transfer by a holder of such share of Class B Common Stock other than a Transfer to:

                    (1) a Permitted Transferee;

                    (2) a pledgee of such holder of shares of Class B Common Stock pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee; provided, however, that such shares shall not be transferred to, registered in the name of, or voted by the pledgee and shall remain subject to this Section 3; and, provided, further, that in the event of foreclosure or other similar action by the pledgee, such pledged shares of Class B Common Stock shall automatically, without any further action, convert into shares of Class A Common Stock; or

                    (3) a nominee of such holder of shares of Class B Common Stock (without any change in beneficial ownership, as such term is defined under Section 13(d) of the Securities Exchange Act of 1934, as amended).

               (v) In the event that a Transfer of shares of Class B Common Stock shall not give rise to the automatic conversion of such shares into shares of Class A Common Stock pursuant to clause (iv) above, then any subsequent Transfer of such shares (other than any Transfer specified in clause (iv) above) shall be subject to automatic conversion upon the terms and conditions set forth herein.

               (vi) In the event of an automatic conversion of any shares of Class B Common Stock into shares of Class A Common Stock pursuant to clause (iv) above, such conversion shall be deemed to have been made at the time that the Transfer of such shares occurred. Upon the time of any conversion of Class B Common Stock to Class A Common Stock, all rights of the holder of shares of Class B Common Stock shall cease, and the person or persons in whose names or names the certificate or certificates representing the shares of Class A Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of shares of Class A Common Stock.

               (vii) The Corporation may, from time to time, establish such policies and procedures relating to the conversion of the shares of Class B Common Stock into shares of Class A Common Stock and the general administration of this dual class common stock structure, including the issuance of separate stock certificates with respect thereto, as it may deem necessary or advisable, and may request that holders of shares of Class B Common Stock furnish affidavits or other proof to the Corporation as it deems necessary to verify the ownership of shares of Class B Common Stock, to determine whether a Transfer of shares of Class B Common Stock will result in a conversion to shares of Class A Common Stock, and to otherwise confirm that a conversion to shares of Class A Common Stock has not occurred. A determination by the Secretary of the Corporation that a Transfer of shares of Class B Common Stock results in a conversion to shares of Class A Common Stock shall be conclusive.

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               (viii) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.

               (ix) If any shares of Class B Common Stock shall be converted pursuant to this Section 3, the shares so converted shall be retired and returned to the authorized but unissued shares of Class B Common Stock.

          (h) Mergers, Consolidation or Other Combination Transactions. In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash or any other property, then, and in such event, the shares of Class A Common Stock and Class B Common Stock shall be entitled to be exchanged for or converted into the same kind and amount of stock, securities, cash or any other property, as the case may be, into which or for which each share of the other class of Common Stock is exchanged or converted; provided, however, that if the stock or securities of the resulting entity issued upon such exchange or conversion of the shares of Common Stock outstanding immediately prior to such consolidation, merger, combination or other transaction would represent at least a majority of the voting power of such resulting entity (without giving effect to any differences in the voting rights of the stock or securities of the resulting entity to be received by holders of shares of Class A Common Stock and Class B Common Stock), then the holders of shares of Class A Common Stock and Class B Common Stock shall be entitled to receive stock or securities of the resulting entity issuable upon such exchange or conversion that differ with respect to voting rights and conversion rights in a similar manner to which the shares of Class A Common Stock and Class B Common Stock differ under this Amended and Restated Certificate of Incorporation as provided under subsections 3(b) and 3(g) above.

               (i) Restrictions on Issuance. As of the IPO Date, the Corporation shall not issue or sell any shares of Class B Common Stock or any securities (including, without limitation, any rights, options, warrants or other securities) convertible or exercisable into shares of Class B Common Stock to any person; provided, however, that notwithstanding the foregoing, the Corporation may issue and, if applicable, sell shares of Class B Common Stock pursuant to any stock splits, stock dividends, subdivisions, combinations, recapitalizations or similar transactions with respect to the Class B Common Stock.

ARTICLE V

     The Corporation is to have perpetual existence.

ARTICLE VI

     1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

     2. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. The affirmative vote of

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at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the stockholders of the Corporation. Notwithstanding the above or any other provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation may not be amended, altered or repealed except in accordance with Article X of the Bylaws. No Bylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if such Bylaw had not been adopted, amended, altered or repealed.

     3. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

     4. No stockholder shall be permitted to cumulate votes at any election of directors.

     5. Subject to the rights of holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, the number of directors that constitute the whole Board of Directors shall be fixed exclusively in the manner designated in the Bylaws of the Corporation.

     6. The directors, other than those who may be elected by the holders of any Series of Preferred Stock under specified circumstances, shall be classified, with respect to the time for which they severally hold office, into three classes designated as Class I, Class II and Class III, with Class I to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2007, Class II to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2008, and Class III to be originally elected for a term expiring at the annual meeting of stockholders to be held in 2009, with each class to hold office until its successor is duly elected or qualified. At each succeeding annual meeting of stockholders, directors shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

ARTICLE VII

     1. To the fullest extent permitted by the General Corporation Law of Delaware as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

     2. The Corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation.

     3. Neither any amendment or repeal of any Section of this Article VII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

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ARTICLE VIII

     Meetings of stockholders may be held within or outside the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE IX

     1. Subject to the rights of holders of any series of Preferred Stock then outstanding, unless otherwise the Board of Directors otherwise determines, newly created directorships resulting from any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class of directors to which they have been named expires and until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     2. Subject to the rights of holders of any series of Preferred Stock then outstanding, unless otherwise restricted by statute, by the Amended and Restated Certificate of Incorporation or the Bylaws, any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote in the election of directors.

ARTICLE X

     1. Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

     2. At all times subsequent to the first date that the outstanding shares of Class B Common Stock represent less than a majority of the voting power of all then outstanding shares of capital stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

     3. Unless otherwise required by law, special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by (i) the Chairman of the Board of Directors of the Corporation, (ii) the Chief Executive Officer, (iii) one or more stockholders holding shares in the aggregate entitled to cast not less than 30% of the votes at that meeting or (iv) by the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors.

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ARTICLE XI

     The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.

*****

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     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by the undersigned officer a duly authorized officer of the Corporation, on                      ___, 2006.

By:
	Bob Parsons
	Chairman and Chief Executive Officer

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EX-3.3

Exhibit 3.3

BYLAWS OF

THE GO DADDY GROUP, INC.

Adopted May 11, 2006

TABLE OF CONTENTS

	Page
ARTICLE I — MEETINGS OF STOCKHOLDERS		1
1.1 Place of Meetings		1
1.2 Annual Meeting		1
1.3 Special Meeting		1
1.4 Notice of Stockholders’ Meetings		2
1.5 Quorum		2
1.6 Adjourned Meeting; Notice		2
1.7 Conduct of Business		2
1.8 Voting		2
1.9 Stockholder Action by Written Consent Without a Meeting		3
1.10 Record Date for Stockholder Notice; Voting; Giving Consents		4
1.11 Proxies		5
1.12 List of Stockholders Entitled to Vote		5
ARTICLE II — DIRECTORS		5
2.1 Powers		5
2.2 Number of Directors		5
2.3 Election, Qualification and Term of Office of Directors		6
2.4 Resignation and Vacancies		6
2.5 Place of Meetings; Meetings by Telephone		7
2.6 Conduct of Business		7
2.7 Regular Meetings		7
2.8 Special Meetings; Notice		7
2.9 Quorum		8
2.10 Board Action by Written Consent Without a Meeting		8
2.11 Fees and Compensation of Directors		8
2.12 Removal of Directors		8
ARTICLE III — COMMITTEES		8
3.1 Committees of Directors		8
3.2 Committee Minutes		9
3.3 Meetings and Actions of Committees		9
3.4 Subcommittees		9
ARTICLE IV — OFFICERS		9
4.1 Officers		9
4.2 Appointment of Officers		10
4.3 Subordinate Officers		10
4.4 Removal and Resignation of Officers		10
4.5 Vacancies in Offices		10

TABLE OF CONTENTS
(Continued)

	Page
4.6 Representation of Shares of Other Corporations		10
4.7 Authority and Duties of Officers		10
ARTICLE V — INDEMNIFICATION		10
5.1 Indemnification of Directors and Officers in Third Party Proceedings		10
5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company		11
5.3 Successful Defense		11
5.4 Indemnification of Others		11
5.5 Advanced Payment of Expenses		11
5.6 Limitation on Indemnification and Advancement of Expenses		12
5.7 Determination; Claim		12
5.8 Non-Exclusivity of Rights		13
5.9 Insurance		13
5.10 Survival		13
5.11 Effect of Repeal or Modification		13
5.12 Certain Definitions		13
ARTICLE VI — STOCK		14
6.1 Stock Certificates; Partly Paid Shares		14
6.2 Special Designation on Certificates		14
6.3 Lost Certificates		14
6.4 Dividends		15
6.5 Stock Transfer Agreements		15
6.6 Registered Stockholders		15
6.7 Transfers		15
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER		15
7.1 Notice of Stockholder Meetings		15
7.2 Notice by Electronic Transmission		15
7.3 Notice to Stockholders Sharing an Address		16
7.4 Notice to Person with Whom Communication is Unlawful		17
7.5 Waiver of Notice		17
ARTICLE VIII — GENERAL MATTERS		17
8.1 Fiscal Year		17
8.2 Seal		17
8.3 Annual Report		17
8.4 Construction; Definitions		17
ARTICLE IX — AMENDMENTS		18

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BYLAWS

ARTICLE I — MEETINGS OF STOCKHOLDERS

     1.1 Place of Meetings. Meetings of stockholders of The Go Daddy Group, Inc. (the “Company”) shall be held at any place, within or outside the State of Delaware, determined by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Company’s principal executive office.

     1.2 Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company’s certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

     1.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

     If any person(s) other than the Board calls a special meeting, the request shall:

          (i) be in writing;

          (ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

          (iii) be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

     The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

     1.4 Notice of Stockholders’ Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

     1.5 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.6, until a quorum is present or represented.

     1.6 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     1.7 Conduct of Business. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

     1.8 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.10 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

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     Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

     Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

     1.9 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

     An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission.

     In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records.

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     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

     1.10 Record Date for Stockholder Notice; Voting; Giving Consents. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

          (i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

          (ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

          (iii) in the case of determination of stockholders for any other action, shall not be more than 60 days prior to such other action.

     If no record date is fixed by the Board:

          (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

          (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

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          (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

     1.11 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

     1.12 List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger of the Company shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal place of business. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

ARTICLE II — DIRECTORS

     2.1 Powers. The business and affairs of the Company shall be managed by or under the direction of the Board, except as may be otherwise provided in the DGCL or the certificate of incorporation.

     2.2 Number of Directors. The Board shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board. No reduction of

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the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

     2.3 Election, Qualification and Term of Office of Directors. Except as provided in section 2.4 of these bylaws, and subject to sections 1.2 and 1.9 of these bylaws, directors shall be elected at each annual meeting of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

     2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

     Unless otherwise provided in the certificate of incorporation or these bylaws:

          (i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          (ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

     If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

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     A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

     2.5 Place of Meetings; Meetings by Telephone. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     2.6 Conduct of Business. Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

     2.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     2.8 Special Meetings; Notice. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

     Notice of the time and place of special meetings shall be:

(i)	delivered personally by hand, by courier or by telephone;
(ii)	sent by United States first-class mail, postage prepaid;
(iii)	sent by facsimile; or
(iv)	sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company’s records.

     If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be

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communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

     2.9 Quorum. At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

     2.10 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

     2.11 Fees and Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

     2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

     No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE III — COMMITTEES

     3.1 Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such

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committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company.

     3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

     3.3 Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)	section 2.5 (Place of Meetings; Meetings by Telephone);
(ii)	section 2.7 (Regular Meetings);
(iii)	section 2.8 (Special Meetings; Notice);
(iv)	section 2.9 (Quorum);
(v)	section 2.10 (Board Action by Written Consent Without a Meeting); and
(vi)	section 7.5 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

          (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

          (ii) special meetings of committees may also be called by resolution of the Board; and

          (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

     3.4 Subcommittees. Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE IV — OFFICERS

     4.1 Officers. The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other

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officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

     4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of section 4.3 of these bylaws.

     4.3 Subordinate Officers. The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

     4.4 Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

     Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

     4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.3.

     4.6 Representation of Shares of Other Corporations. Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

     4.7 Authority and Duties of Officers. Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V — INDEMNIFICATION

     5.1 Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

     5.2 Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article V, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     5.3 Successful Defense. To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in section 5.1 or section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     5.4 Indemnification of Others. Subject to the other provisions of this Article V, the Company shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person or persons the determination of whether employees or agents shall be indemnified.

     5.5 Advanced Payment of Expenses. Expenses (including attorneys’ fees) incurred by an officer or director of the Company in defending any Proceeding shall be paid by the Company in

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advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article V or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

     Notwithstanding the foregoing, unless otherwise determined pursuant to section 5.8, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

     5.6 Limitation on Indemnification and Advancement of Expenses. Subject to the requirements in section 5.3 and the DGCL, the Company shall not be required to provide indemnification or, with respect to clauses (i), (iii) and (iv) below, advance expenses to any person pursuant to this Article V:

          (i) in connection with any Proceeding (or part thereof) initiated by such person except (i) as otherwise required by law, (ii) in specific cases if the Proceeding was authorized by the Board, or (iii) as is required to be made under section 5.7;

          (ii) in connection with any Proceeding (or part thereof) against such person providing for an accounting or disgorgement of profits pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law or common law;

          (iii) for amounts for which payment has actually been made to or on behalf of such person under any statute, insurance policy or indemnity provision, except with respect to any excess beyond the amount paid; or

          (iv) if prohibited by applicable law.

     5.7 Determination; Claim. If a claim for indemnification or advancement of expenses under this Article V is not paid in full within 60 days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such suit, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

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     5.8 Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Company is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

     5.9 Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.

     5.10 Survival. The rights to indemnification and advancement of expenses conferred by this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     5.11 Effect of Repeal or Modification. Any repeal or modification of this Article V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

     5.12 Certain Definitions. For purposes of this Article V, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article V.

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ARTICLE VI — STOCK

     6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice Chairperson of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The Company shall not have power to issue a certificate in bearer form.

     The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     6.2 Special Designation on Certificates. If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     6.3 Lost Certificates. Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim

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that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

     6.4 Dividends. The Board, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the Company’s capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the certificate of incorporation.

     The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

     6.5 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

     6.6 Registered Stockholders. The Company:

          (i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

          (ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

          (iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

     6.7 Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

     7.1 Notice of Stockholder Meetings. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Company’s records. An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or other agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     7.2 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of

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electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

          (i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

          (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

     Any notice given pursuant to the preceding paragraph shall be deemed given:

          (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

          (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

          (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

          (iv) if by any other form of electronic transmission, when directed to the stockholder.

     An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

     Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

     7.3 Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Company under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any stockholder

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who fails to object in writing to the Company, within 60 days of having been given written notice by the Company of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

     7.4 Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Company is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

     7.5 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII — GENERAL MATTERS

     8.1 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

     8.2 Seal. The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

     8.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

     8.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws.

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Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX — AMENDMENTS

     These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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THE GO DADDY GROUP, INC.

CERTIFICATE OF ADOPTION OF BYLAWS

     The undersigned hereby certifies that he or she is the duly elected, qualified and acting Secretary of The Go Daddy Group, Inc. a Delaware corporation (the “Company”), and that the foregoing bylaws, comprising 18 pages, were adopted as the bylaws of the Company on May 11, 2006.

     The undersigned has executed this certificate as of May 11, 2006.

/s/ Caine T. Moss

(signature)

Caine T. Moss, Esq.

(print name)

Incorporator

(title)

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

THE GO DADDY GROUP, INC.

(amended and restated on _____ ____, 2006)

TABLE OF CONTENTS

			Page
ARTICLE I — CORPORATE OFFICES				1
	1.1	REGISTERED OFFICE		1
	1.2	OTHER OFFICES		1
ARTICLE II — MEETINGS OF STOCKHOLDERS				1
	2.1	PLACE OF MEETINGS		1
	2.2	ANNUAL MEETING		1
	2.3	SPECIAL MEETING		1
	2.4	NOTICE OF STOCKHOLDERS’ MEETINGS		2
	2.5	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE		2
	2.6	QUORUM		3
	2.7	ADJOURNED MEETING; NOTICE		3
	2.8	ADMINISTRATION OF THE MEETING		3
	2.9	VOTING		4
	2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		5
	2.11	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS		5
	2.12	PROXIES		6
	2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE		6
	2.14	ADVANCE NOTICE OF STOCKHOLDER BUSINESS		6
	2.15	ADVANCE NOTICE OF DIRECTOR NOMINATIONS		7
ARTICLE III — DIRECTORS				8
	3.1	POWERS		8
	3.2	NUMBER OF DIRECTORS		9
	3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		9
	3.4	RESIGNATION AND VACANCIES		9
	3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		9
	3.6	REGULAR MEETINGS		10
	3.7	SPECIAL MEETINGS; NOTICE		10
	3.8	QUORUM		10
	3.9	WAIVER OF NOTICE		11
	3.10	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING		11
	3.11	ADJOURNED MEETING; NOTICE		11
	3.12	FEES AND COMPENSATION OF DIRECTORS		11
	3.13	REMOVAL OF DIRECTORS		11
ARTICLE IV — COMMITTEES				12
	4.1	COMMITTEES OF DIRECTORS		12
	4.2	COMMITTEE MINUTES		12
	4.3	MEETINGS AND ACTION OF COMMITTEES		12
ARTICLE V — OFFICERS				13
	5.1	OFFICERS		13

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TABLE OF CONTENTS
(continued)

			Page
	5.2	APPOINTMENT OF OFFICERS		13
	5.3	SUBORDINATE OFFICERS		13
	5.4	REMOVAL AND RESIGNATION OF OFFICERS		13
	5.5	VACANCIES IN OFFICES		14
	5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		14
	5.7	AUTHORITY AND DUTIES OF OFFICERS		14
ARTICLE VI — RECORDS AND REPORTS				14
	6.1	MAINTENANCE AND INSPECTION OF RECORDS		14
	6.2	INSPECTION BY DIRECTORS		15
ARTICLE VII — GENERAL MATTERS				15
	7.1	CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS		15
	7.2	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		15
	7.3	STOCK CERTIFICATES; PARTLY PAID SHARES		15
	7.4	SPECIAL DESIGNATION ON CERTIFICATES		16
	7.5	LOST CERTIFICATES		16
	7.6	DIVIDENDS		16
	7.7	FISCAL YEAR		16
	7.8	SEAL		17
	7.9	TRANSFER OF STOCK		17
	7.10	STOCK TRANSFER AGREEMENTS		17
	7.11	REGISTERED STOCKHOLDERS		17
	7.12	WAIVER OF NOTICE		17
ARTICLE VIII — NOTICE BY ELECTRONIC TRANSMISSION				18
	8.1	NOTICE BY ELECTRONIC TRANSMISSION		18
	8.2	DEFINITION OF ELECTRONIC TRANSMISSION		18
	8.3	INAPPLICABILITY		19
ARTICLE IX — INDEMNIFICATION OF DIRECTORS AND OFFICERS				19
	9.1	POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION		19
	9.2	POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION		19
	9.3	AUTHORIZATION OF INDEMNIFICATION		20
	9.4	GOOD FAITH DEFINED		20
	9.5	INDEMNIFICATION BY A COURT		21
	9.6	EXPENSES PAYABLE IN ADVANCE		21
	9.7	NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES		21
	9.8	INSURANCE		22
	9.9	CERTAIN DEFINITIONS		22

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TABLE OF CONTENTS
(continued)

			Page
	9.10	SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES		22
	9.11	LIMITATION ON INDEMNIFICATION		22
	9.12	INDEMNIFICATION OF EMPLOYEES AND AGENTS		23
	9.13	EFFECT OF AMENDMENT OR REPEAL		23
ARTICLE X — MISCELLANEOUS				23
	10.1	PROVISIONS OF CERTIFICATE GOVERN		23
	10.2	CONSTRUCTION; DEFINITIONS		23
	10.3	SEVERABILITY		23
	10.4	AMENDMENT		23

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BYLAWS
OF
THE GO DADDY GROUP, INC.

ARTICLE I — CORPORATE OFFICES

     1.1 REGISTERED OFFICE.

     The registered office of The Go Daddy Group, Inc. shall be fixed in the corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (as so amended and/or restated, the “Certificate”).

     1.2 OTHER OFFICES.

     The corporation’s Board of Directors (the “Board”) may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS.

     Meetings of stockholders shall be held at any place within or outside the State of Delaware as designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal place of business.

     2.2 ANNUAL MEETING.

     The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board. At the annual meeting, directors shall be elected and any other proper business may be transacted.

     2.3 SPECIAL MEETING.

     Unless otherwise required by law or the Certificate, special meetings of the stockholders may be called at any time, for any purpose or purposes, only by (i) the chairman of the Board, (ii) the chief executive officer; (iii) one or more stockholders holding shares in the aggregate entitled to cast not less than thirty percent (30%) of the votes at that meeting; or (iv) by the Board acting pursuant to a resolution adopted by a majority of the Board.

     No business may be transacted at such special meeting other than the business specified in the notice to stockholders of such meeting.

     2.4 NOTICE OF STOCKHOLDERS’ MEETINGS.

     All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise required by applicable law. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purposes for which the meeting is called. Any previously scheduled meeting of stockholders may be postponed, and, unless the Certificate provides otherwise, any special meeting of the stockholders may be cancelled by resolution duly adopted by a majority of the Board members then in office upon public notice given prior to the date previously scheduled for such meeting of stockholders.

     Whenever notice is required to be given, under the DGCL, the Certificate or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

     Whenever notice is required to be given, under any provision of the DGCL, the Certificate or these bylaws, to any stockholder to whom (A) notice of two (2) consecutive annual meetings, or (B) all, and at least two (2), payments (if sent by first-class mail) of dividends or interest on securities during a 12 month period, have been mailed addressed to such person at such person’s address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL.

     The exception in subsection (A) of the above paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

     2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

     Notice of any meeting of stockholders shall be given:

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               (a) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records;

               (b) if electronically transmitted, as provided in Section 8.1 of these bylaws; or

               (c) otherwise, when delivered.

     An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     Notice may be waived in accordance with Section 7.12 of these bylaws.

     2.6 QUORUM.

     Unless otherwise provided in the Certificate or required by law, stockholders representing a majority of the voting power of the issued and outstanding capital stock of the corporation, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If such quorum is not present or represented at any meeting of the stockholders, then the chairman of the meeting, or the stockholders representing a majority of the voting power of the capital stock at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum unless the number of stockholders who withdrew does not permit action to be taken by the stockholders in accordance with DGCL.

     2.7 ADJOURNED MEETING; NOTICE.

     When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business that was permitted to have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting in accordance with the provisions of Section 2.4 and Section 2.5 of these bylaws.

     2.8 ADMINISTRATION OF THE MEETING.

     Meetings of stockholders shall be presided over by the chief executive officer of the corporation. If the chief executive officer will not be present at a meeting of stockholders, such meeting shall be presided over by such chairman as the Board shall appoint, or, in the event that the Board shall fail to make such appointment, any officer of the corporation elected by the Board. The secretary of the

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meeting shall be the secretary of the corporation, or, in the absence of the secretary of the corporation, such person as the chairman of the meeting appoints.

     The Board shall, in advance of any meeting of stockholders, appoint one (1) or more inspector(s), who may include individual(s) who serve the corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of stockholders and make a written report thereof. The Board may designate one (1) or more persons as alternate inspector(s) to replace any inspector who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the DGCL or other applicable law.

     The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation establishing an agenda of business of the meeting, rules or regulations to maintain order, restrictions on entry to the meeting after the time fixed for commencement thereof and the fixing of the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting (and shall announce such at the meeting).

     2.9 VOTING.

     The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

     Except as otherwise provided in the provisions of Section 213 of the DGCL (relating to the fixing of a date for determination of stockholders of record), each stockholder shall be entitled to that number of votes for each share of capital stock held by such stockholder as set forth in the Certificate.

     In all matters, other than the election of directors and except as otherwise required by law, the Certificate or these bylaws, the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

     The stockholders of the corporation shall not have the right to cumulate their votes for the election of directors of the corporation.

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     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

     At all times prior to the first date that the outstanding shares of Class B Common Stock represent less than a majority of the voting power of then outstanding shares of the capital stock of the corporation, any action required or permitted to be taken by the stockholders of the corporation may be effected by an action by written consent by such stockholders.

     Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the DGCL.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

     If the Board does not fix a record date in accordance with these bylaws and applicable law:

               (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

               (b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation.

               (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

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     2.12 PROXIES.

     Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A stockholder may also authorize another person or persons to act for him, her or it as proxy in the manner(s) provided under Section 212(c) of the DGCL or as otherwise provided under Delaware law. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

     The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the corporation’s principal place of business.

     In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     2.14 ADVANCE NOTICE OF STOCKHOLDER BUSINESS.

     Only such business shall be conducted as shall have been properly brought before a meeting of the stockholders of the corporation. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) a proper matter for stockholder action under the DGCL that has been properly brought before the meeting by a stockholder (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.14 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.14. For such business to be considered properly brought before the meeting by a stockholder such stockholder must, in addition to any other applicable requirements, have given timely notice in proper form of such stockholder’s intent to bring such business before such meeting. To be timely, such stockholder’s notice

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must be delivered to or mailed and received by the secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

     To be in proper form, a stockholder’s notice to the secretary shall be in writing and shall set forth:

               (a) the name and record address of the stockholder who intends to propose the business and the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder;

               (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice;

               (c) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

               (d) any material interest of the stockholder in such business; and

               (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder.

     No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.14. The chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.

     2.15 ADVANCE NOTICE OF DIRECTOR NOMINATIONS.

     Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the Certificate with respect to the right of holders of Preferred Stock of the corporation to nominate and elect a specified number of directors, if any. To be properly brought before an annual meeting of stockholders, or any special meeting of stockholders called for the purpose of electing directors, nominations for the election

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of director must be (a) specified in the notice of meeting (or any supplement thereto), (b) made by or at the direction of the Board (or any duly authorized committee thereof) or (c) made by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.15 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.15.

     In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation. To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation, in the case of an annual meeting, in accordance with the provisions set forth in Section 2.14 of these bylaws, and, in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

     To be in proper written form, a stockholder’s notice to the secretary must set forth:

     (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (v) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

     (b) as to such stockholder giving notice, the information required to be provided pursuant to Section 2.14 of these bylaws.

     Subject to the rights of any holders of Preferred Stock of the corporation, if any, no person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.15. If the chairman of the meeting properly determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

ARTICLE III — DIRECTORS

     3.1 POWERS.

     Subject to the provisions of the DGCL and any limitations in the Certificate, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

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     3.2 NUMBER OF DIRECTORS.

     The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

     3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

     Directors need not be stockholders unless so required by the Certificate or these bylaws. The Certificate or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

     Except as provided in the Certificate or Section 3.4 of these Bylaws, the directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be classified, with respect to the time for which they severally hold office, into three (3) classes designated as Class I, Class II and Class III, with Class I originally to be elected for a term expiring at the annual meeting of stockholders to be held in 2007, Class II originally to be elected for a term expiring at the annual meeting of stockholders to be held in 2008 and Class III originally to be elected for a term expiring at the annual meeting of stockholders to be held in 2009, with each class to hold office until its successor is duly elected or qualified. At each succeeding annual meeting of stockholders, directors shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

     3.4 RESIGNATION AND VACANCIES.

     Any director may resign at any time upon written notice or by electronic transmission to the corporation.

     Unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors, or any vacancies on the Board resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law, be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. A person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified. When one or more directors resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section 3.4 in the filling of other vacancies.

     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

     The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

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     Unless otherwise restricted by the Certificate or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.6 REGULAR MEETINGS.

     Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     3.7 SPECIAL MEETINGS; NOTICE.

     Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, the chief executive officer or a majority of the authorized number of directors. The person(s) authorized to call special meetings of the Board may fix the place and time of the meeting.

     Notice of the time and place of special meetings shall be:

               (a) delivered personally by hand, by courier or by telephone;

               (b) sent by United States first-class mail, postage prepaid;

               (c) sent by facsimile; or

               (d) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

     If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the director. The notice need not specify the place of the meeting if the meeting is to be held at the corporation’s principal executive office nor the purpose of the meeting.

     3.8 QUORUM.

     Except as otherwise required by law or the Certificate, at all meetings of the Board, a majority of the authorized number of directors (as determined pursuant to Section 3.2 of these bylaws) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11 of these bylaws. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate or these bylaws.

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     A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the directors present at that meeting.

     3.9 WAIVER OF NOTICE.

     Whenever notice is required to be given under any provisions of the DGCL, the Certificate or these bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws.

     3.10 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

     Unless otherwise restricted by the Certificate or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

     3.11 ADJOURNED MEETING; NOTICE.

     If a quorum is not present at any meeting of the Board, then a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

     3.12 FEES AND COMPENSATION OF DIRECTORS.

     Unless otherwise restricted by the Certificate or these bylaws, the Board shall have the authority to fix the compensation of directors.

     3.13 REMOVAL OF DIRECTORS.

     Unless otherwise restricted by statute, the Certificate or these Bylaws, any director, or all of the directors, may be removed from the Board, but only for cause, and only by the affirmative vote or written consent of the holders of at least a majority of the voting power of all the then outstanding shares of capital stock of the corporation then entitled to vote at the election of directors, voting together as a single class.

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ARTICLE IV — COMMITTEES

     4.1 COMMITTEES OF DIRECTORS.

     The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise such lawfully delegable powers and duties as the Board may confer.

     4.2 COMMITTEE MINUTES.

     Each committee shall keep regular minutes of its meetings and report to the Board when required.

     4.3 MEETINGS AND ACTION OF COMMITTEES.

     Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

               (a) Section 3.5 (relating to place of meetings and meetings by telephone);

               (b) Section 3.6 (relating to regular meetings);

               (c) Section 3.7 (relating to special meetings and notice);

               (d) Section 3.8 (relating to quorum);

               (e) Section 3.9 (relating to waiver of notice);

               (f) Section 3.10 (relating to action without a meeting); and

               (g) Section 3.11 (relating to adjournment and notice of adjournment)

of these bylaws, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.

     Notwithstanding the foregoing:

          (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

          (ii) special meetings of committees may also be called by resolution of the Board; and

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          (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V — OFFICERS

     5.1 OFFICERS.

     The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairman of the Board, a vice chairman of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws.

     Any number of offices may be held by the same person.

     5.2 APPOINTMENT OF OFFICERS.

     The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. A failure to elect officers shall not dissolve or otherwise affect the corporation.

     5.3 SUBORDINATE OFFICERS.

     The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president of the corporation to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

     5.4 REMOVAL AND RESIGNATION OF OFFICERS.

     Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer appointed by the Board, by any officer upon whom such power of removal may be conferred by the Board.

     Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

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     5.5 VACANCIES IN OFFICES.

     Any vacancy occurring in any office of the corporation may only be filled by the Board or as provided in Section 5.3 of these bylaws.

     5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

     The chairman of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board, the chief executive officer, the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other equity interests of any other corporation or entity standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

     5.7 AUTHORITY AND DUTIES OF OFFICERS.

     In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board.

ARTICLE VI — RECORDS AND REPORTS

     6.1 MAINTENANCE AND INSPECTION OF RECORDS.

     The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws, as may be amended to date, minute books, accounting books and other records.

     Any such records maintained by the corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the DGCL. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

     Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the

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stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office.

     6.2 INSPECTION BY DIRECTORS.

     Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

ARTICLE VII — GENERAL MATTERS

     7.1 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.

     From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

     7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

     Except as otherwise provided in these bylaws, the Board, or any officers of the corporation authorized thereby, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances.

     7.3 STOCK CERTIFICATES; PARTLY PAID SHARES.

     The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, and upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the

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corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

     7.4 SPECIAL DESIGNATION ON CERTIFICATES.

     If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

     7.5 LOST CERTIFICATES.

     Except as provided in this Section 7.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

     7.6 DIVIDENDS.

     The Board, subject to any restrictions contained in either (a) the DGCL or (b) the Certificate, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

     The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

     7.7 FISCAL YEAR.

     The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board.

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     7.8 SEAL.

     The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

     7.9 TRANSFER OF STOCK.

     Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 7.5 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

     7.10 STOCK TRANSFER AGREEMENTS.

     The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes or series owned by such stockholders in any manner not prohibited by the DGCL.

     7.11 REGISTERED STOCKHOLDERS.

     The corporation:

               (a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

               (b) shall be entitled to hold liable for calls and assessments on partly paid shares the person registered on its books as the owner of shares; and

               (c) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

     7.12 WAIVER OF NOTICE.

     Whenever notice is required to be given under any provision of the DGCL, the Certificate or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting solely for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose

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of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws.

ARTICLE VIII — NOTICE BY ELECTRONIC TRANSMISSION

     8.1 NOTICE BY ELECTRONIC TRANSMISSION.

     Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the Certificate or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

               (a) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

               (b) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

     Any notice given pursuant to the preceding paragraph shall be deemed given:

          (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

          (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

          (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

          (iv) if by any other form of electronic transmission, when directed to the stockholder.

     An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     8.2 DEFINITION OF ELECTRONIC TRANSMISSION.

     An “electronic transmission” means any form of communication, including without limitation an email communication, not directly involving the physical transmission of paper, that creates a record that

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may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

     8.3 INAPPLICABILITY.

     Notice by a form of electronic transmission shall not apply to Section 164 (relating to failure to pay for stock; remedies), Section 296 (relating to adjudication of claims; appeal), Section 311 (relating to revocation of voluntary dissolution), Section 312 (relating to renewal, revival, extension and restoration of certificate of incorporation) or Section 324 (relating to attachment of shares of stock or any option, right or interest therein) of the DGCL.

ARTICLE IX — INDEMNIFICATION OF DIRECTORS AND OFFICERS

     9.1 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.

     Subject to Section 9.3 of these bylaws, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person (or the legal representative of such person) is or was a director or officer of the corporation or any predecessor of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

     9.2 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

     Subject to Section 9.3 of these bylaws, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person (or the legal representative of such person) is or was a director or officer of the corporation or any predecessor of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust,

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employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     9.3 AUTHORIZATION OF INDEMNIFICATION.

     Any indemnification under this Article IX (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of these bylaws, as the case may be. Such determination shall be made, with respect to a person who is either a director or officer at the time of such determination or a former director or officer, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders (but only if a majority of the directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the board of directors, presents the issue of entitlement to indemnification to the stockholders for their determination). To the extent, however, that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

     9.4 GOOD FAITH DEFINED.

     For purposes of any determination under Section 9.3 of these bylaws, to the fullest extent permitted by applicable law, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the corporation or another enterprise, or on information supplied to such person by the officers of the corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the corporation or another enterprise or on information or records given or reports made to the corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the corporation or another enterprise. The term “another enterprise” as used in this Section 9.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the corporation as a director, officer, employee or agent. The provisions of this Section 9.4 shall not be

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deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 9.1 or 9.2 of these bylaws, as the case may be.

     9.5 INDEMNIFICATION BY A COURT.

     Notwithstanding any contrary determination in the specific case under Section 9.3 of this Article IX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1 and Section 9.2 of these bylaws. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 9.1 or Section 9.2 of these bylaws, as the case may be. Neither a contrary determination in the specific case under Section 9.3 of these bylaws nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 9.5 shall be given to the corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

     9.6 EXPENSES PAYABLE IN ADVANCE.

     To the fullest extent not prohibited by the DGCL, or by any other applicable law, expenses incurred by a person who is or was a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that if the DGCL requires, an advance of expenses incurred by any person in his or her capacity as a director or officer (and not in any other capacity) shall be made only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article IX.

     9.7 NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

     The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the corporation that indemnification of the persons specified in Section 9.1 and Section 9.2 of these bylaws shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or Section 9.2 of these bylaws but whom the corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL, or by any other applicable law.

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     9.8 INSURANCE.

     To the fullest extent permitted by the DGCL or any other applicable law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was a director, officer, employee or agent of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

     9.9 CERTAIN DEFINITIONS.

     For purposes of this Article IX, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article IX.

     9.10 SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

     The rights to indemnification and advancement of expenses conferred by this Article IX shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and other personal and legal representatives of such a person.

     9.11 LIMITATION ON INDEMNIFICATION.

     Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5 of these bylaws), the corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors of the corporation.

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     9.12 INDEMNIFICATION OF EMPLOYEES AND AGENTS.

     The corporation may, to the extent authorized from time to time by the board of directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred in this Article IX to directors and officers of the corporation.

     9.13 EFFECT OF AMENDMENT OR REPEAL.

     Neither any amendment or repeal of any Section of this Article IX, nor the adoption of any provision of the Certificate or the bylaws inconsistent with this Article IX, shall adversely affect any right or protection of any director, officer, employee or other agent established pursuant to this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article IX, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X — MISCELLANEOUS

     10.1 PROVISIONS OF CERTIFICATE GOVERN.

     In the event of any inconsistency between the terms of these bylaws and the Certificate, the terms of the Certificate will govern.

     10.2 CONSTRUCTION; DEFINITIONS.

     Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

     10.3 SEVERABILITY.

     In the event that any bylaw or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remaining bylaws will continue in full force and effect.

     10.4 AMENDMENT.

     The bylaws of the corporation may be adopted, amended or repealed by a majority of the voting power of the stockholders entitled to vote; provided, however, that the corporation may, in its Certificate, also confer the power to adopt, amend or repeal bylaws upon the Board. The fact that such power has been so conferred upon the Board shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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THE GO DADDY GROUP, INC.
a Delaware corporation

CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

     The undersigned hereby certifies that he or she is the duly elected, qualified, and acting                                          of The Go Daddy Group, Inc., a Delaware corporation, and that the foregoing amended and restated bylaws, comprising                      pages, were adopted as the corporation’s bylaws (i) on                      ___, 2006 by the corporation’s board of directors and (ii) on                      ___, 2006 by the stockholders of the corporation.

     IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this ___day of                     , 2006.

By:  

Print Name:  

Title:  

EX-5.1

Exhibit 5.1

[DRAFT]
[Wilson Sonsini Goodrich & Rosati Letterhead]
       2006

The Go Daddy Group, Inc.
14455 N. Hayden Road, Suite 219
Scottsdale, Arizona 85260

Re: Registration Statement on Form S-l

Ladies and Gentlemen:

     We are acting as a counsel to The Go Daddy Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement (the “Registration Statement”) on Form S-l (No. 333-_______) filed by the Company with the Securities and Exchange Commission to register under the Securities Act of 1933, as amended, up to $[_________] of shares of the Company’s Class A common stock to be sold by the Company and the selling stockholders (including shares of the Company’s Class A common stock that may be sold by one of the selling stockholders pursuant to an over-allotment option to be granted by such selling stockholder to the underwriters) (collectively, the “Shares”). The Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to the underwriting agreement to be filed as an exhibit thereto. As legal counsel to the Company, we have examined the proceedings proposed to be taken in connection with said sale and issuance of the Shares.

     Based upon the foregoing, we are of the opinion that the Shares, when issued in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendment thereto.

Very truly yours,


WILSON SONSINI GOODRICH & ROSATI
Professional Corporation 

/s/ Wilson Sonsini Goodrich & Rosati  

EX-10.1

Exhibit 10.1

THE GO DADDY GROUP, INC.

INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is entered into, effective as of                     , 2006 by and between The Go Daddy Group, Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Class A Common Stock is declared effective by the United States Securities and Exchange Commission.

     WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

     WHEREAS, Indemnitee is a director and/or officer of the Company;

     WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations;

     WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted under Delaware law, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company’s Certificate of Incorporation and Bylaws; and

     WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance on the aforesaid Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company) and (iii) an inducement to provide effective services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

     NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:

          1. Certain Definitions:

               (a) “Board” shall mean the Board of Directors of the Company.

               (b) “Affiliate” shall mean any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, the person specified, including, without limitation, with respect to the Company, any direct or indirect subsidiary of the Company.

               (c) A “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and other than any person holding shares of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his or her spouse or lineal descendants), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

               (d) “Expenses” shall mean any expense, liability or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments or other charges imposed thereon, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal) or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.

               (e) “Indemnifiable Event” shall mean any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company or an Affiliate of the Company, or while a director or officer is or was serving at the request of the Company or an Affiliate of the Company as a director, officer, employee, trustee, agent or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust or other enterprise or was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of

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another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company or an Affiliate of the Company, as described above.

               (f) “Independent Counsel” shall mean the person or body appointed in connection with Section 3.

               (g) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of the Company or an Affiliate of the Company) or any inquiry, hearing or investigation, whether conducted by the Company or an Affiliate of the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

               (h) “Reviewing Party” shall mean the person or body appointed in accordance with Section 3.

               (i) “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.

          2. Agreement to Indemnify.

               (a) General Agreement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation, its Bylaws, vote of its stockholders or disinterested directors or applicable law.

               (b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding, (ii) the Proceeding is one to enforce indemnification rights under Section 5 or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

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               (c) Expense Advances. If so requested by Indemnitee, the Company shall advance (within thirty (30) days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). The Indemnitee shall qualify for such Expense Advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay such Expense Advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. This Section 2(c) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 2(b) or 2(f).

               (d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

               (e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

               (f) Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which a final judgment is rendered against Indemnitee or Indemnitee enters into a settlement, in each case (i) for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; (ii) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (iii) for which payment is prohibited by law. Notwithstanding anything to the contrary stated or implied in this Section 2(f), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws.

      3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; provided that if all members of the Board are parties to the particular Proceeding with respect to which Indemnitee is seeking indemnification, the Independent Counsel referred to below shall become the Reviewing Party; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. With respect to all matters arising before a Change in Control for which Independent Counsel shall be the Reviewing

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Party and all matters arising after a Change in Control, in each case concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

          4. Indemnification Process and Appeal.

               (a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, but in no event later than thirty (30) business days after demand, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law. Indemnitee shall cooperate with the Reviewing Party making a determination with respect to Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.

                     (b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty (30) days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of Arizona or the State of Delaware having subject matter jurisdiction thereof seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The Company shall be precluded from asserting in any such proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity.

                     (c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this

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Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. For purposes of any determination of good faith under any applicable standard of conduct, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of the preceding sentence shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. The knowledge and/or actions, or failure to act, or any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

          5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for

                    (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or

                    (ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company; but only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with Section 2(c).

          6. Notification and Defense of Proceeding.

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               (a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).

               (b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company, or as to which Indemnitee shall have made the determination provided for in (ii) above or under the circumstances provided for in (iii) and (iv) above.

               (c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity as a result of Indemnitees’ failure to provide notice, at its expense, to participate in the defense of such action, and the lack of such notice materially prejudiced the Company’s ability to participate in defense of such action. The Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

     7. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Certificate of Incorporation, Bylaws, applicable law or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws, applicable law or

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this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

          8. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

          9. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action or such longer period as may be required by state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

          10. Amendment of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

          11. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

          12. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

          13. Duration of Agreement. This Agreement shall continue until and terminate upon the later of (a) six (6) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 4(b) of this Agreement relating thereto.

          14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all

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of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

          15. Severability. If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, (a) the remaining provisions shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

          16. Contribution. To the fullest extent permissible under applicable law, whether or not the indemnification provided for in this Agreement is available to Indemnitee for any reason whatsoever, the Company shall pay all or a portion of the amount that would otherwise be incurred by Indemnitee for Expenses in connection with any claim relating to an Indemnifiable Event, as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

          17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement may be brought in the Delaware Court of Chancery or the applicable state or federal courts in the State of Arizona, (ii) consent to submit to the jurisdiction of the Delaware Court of Chancery or the applicable state or federal courts in the State of Arizona for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery or the applicable state or federal courts in the State of Arizona, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery or the applicable state or federal courts in the State of Arizona has been brought in an improper or inconvenient forum.

          18. Notices. All notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt or mailed, postage prepaid, certified or registered mail, return receipt requested and addressed to the Company at:

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The Go Daddy Group, Inc.
14455 N. Hayden Road., Suite 219
Scottsdale, AZ 85260
Attention: Chief Executive Officer

and to Indemnitee at

[   ]
[   ]

the address set forth below Indemnitee’s signature hereto. Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

          19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above.

THE GO DADDY GROUP, INC.
a Delaware corporation
By:
	Print Name:
	Title:
INDEMNITEE,
an individual
Indemnitee

EX-10.2

Exhibit 10.2

Parsons Advanced Holdings, Inc.
Stock Option Plan

     This Parsons Advanced Holdings, Inc. Stock Option Plan (the “Plan”) sets forth the terms and conditions of the non-qualified employee stock option plan of Parsons Advanced Holdings, Inc. (“PAH”), an Arizona corporation. The term “Employee,” as used herein, includes employees of PAH and any of its related entities.

     1. Purpose: PAH, through its Board of Directors (the “Board”), has determined that in order to attract and retain employees, to provide additional incentive to Employees of PAH, and to promote the success of PAH’s business, it must offer a compensation package that provides Employees a chance to participate financially in the success of PAH by owning an interest in the equity of PAH.

          1.1 The Plan: As part of its compensation package, PAH has adopted effective as of July 16, 2002, the Parsons Advanced Holdings, Inc. 2002 Stock Option Plan pursuant to resolution of the Board. Going forward, Employees who participated in the Go Daddy Software, Inc 2000 Stock Option Plan will be deemed to be participants in this Plan at the same level of participation held in the Go Daddy Software, Inc 2000 Stock Option Plan as set forth in Section 5 of that plan. New options granted will be issued pursuant to the terms and conditions of this Plan as set forth in detail herein.

          1.2 Terms: By this Plan, PAH and the Employee desire to establish the terms upon which PAH is willing to grant to the Employee, and upon which the Employee is willing to accept from PAH, an option to purchase shares of common stock of PAH (the “Shares”).

     2. Grant of Option: PAH grants to the Employee stock option (the “Option”) to purchase Shares subject to the terms of both the separate Stock Option Agreement and the Plan. The Option is not intended to be and shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

3. Vesting Schedule and Expiration. For purposes of determining vesting under this Plan, the start date for vesting of the Option shall be the Date of Option Grant (“Vesting Start Date”). This Option is not exercisable in any part until one year after the Vesting Start Date. Subject to Section 4 of this Plan, upon the expiration of one year after the Vesting Start Date and subject to the provisions of this Plan for termination and acceleration, this Option shall become exercisable in installments as follows:

(a)	After the first and before the second anniversary of the Vesting Start Date of this Option, the Option may be exercised with respect to not more than 25 % of the Shares subject to this Plan;
(b)	After the second and before the third anniversary of the Vesting Start Date of this Option, the Option may be exercised with respect to not more than 50% of the Shares subject to this Plan;
(c)	After the third and before the fourth anniversary of the Vesting Start Date of this Option, the Option may be exercised with respect to not more than 75 % of the Shares subject to this Plan;
(d)	After the fourth anniversary of the Vesting Start Date of this Option and until the expiration date of the Option, the Option may be exercised with respect to 100% of the Shares subject to this Plan.

Upon the expiration of four years after the Vesting Start Date this Option may be exercised as to all optioned shares for which it had not previously been exercised, until and including the expiration date of this Option whereupon the Option shall expire and may thereafter no longer be exercised.

     4. Limitations On Exercise Of Option. The right to exercise this Option is subject to the following additional restrictions and limitations:

          4.1 Conditions to Exercise of Option: Notwithstanding any other provision of this Plan, no Option may be exercised prior to the occurrence of one of the following events:

(a)	The common stock of PAH is listed and publicly traded on any stock exchange within the United States; or
(b)	The sale or reorganization of PAH.

For purposes of Section 4. 1(b), a sale or reorganization of PAH will have occurred under the following circumstances: upon the dissolution or liquidation of PAH; upon a reorganization, merger or consolidation of PAH as a result of which the securities of PAH are changed into or exchanged for property (including cash), rights or securities not of PAH’s issue, or any combination thereof; upon the acquisition by another corporation or person of more than eighty percent (80%) of the voting power of the stock of PAH then outstanding; or upon the sale to another corporation or person of more than eighty percent (80%) of the assets of PAH.

For purposes of Section 4. 1(b), a sale or reorganization of PAH will not have occurred upon a reorganization, merger or consolidation of PAH or any of its related entities wherein the stock or assets of PAH are exchanged exclusively for the stock or assets of any of its related entities, or transferred to a trust whose grantor is the controlling stockholder of PAH or any of its related entities.

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          4.2 Termination of Employment. If the Employee’s employment by PAH is terminated for any reason, including the death of the Employee, no portion of the Shares subject to the Option at the time of such termination of employment may thereafter vest. If the conditions precedent to exercise of an Option as provided in Section 4.1 have been satisfied, the Option with respect to Shares which are vested at the time of the termination of employment may be exercised within 30 days of the date of termination of employment. The Employee’s legal representative (including the persons entitled to do so under the Employee’s last will or under applicable intestate laws) may act on behalf of the Employee to exercise the Option with respect to the vested Shares. The Option with respect to Shares which are not vested on the date of termination of employment shall lapse on the date of the termination of employment. The Option with respect to vested Shares shall lapse after 30 days from the date of the termination of employment if the conditions of Section 4.1 are not satisfied prior to that date.

          4.3 Continuity of Employment. This Option shall not be exercisable in any part during the Employee’s lifetime unless at all times beginning with the date of grant and ending no more than three months prior to the date of exercise the Employee has, except for military service leave, sick leave or other bona fide leave of absence (such as temporary employment by the United States Government), been in the continuous employ of PAH or any of its related entities, except that such period of three months shall be extended to include any period of time during which the Employee is subject to a permanent and total disability.

          4.4 Conviction of Felony: The right to purchase Shares under this option Plan, including vested rights, shall be suspended and may not be exercised upon the arrest of the Employee on a criminal charge classified as a felony. The suspension shall terminate upon the dismissal of the felony charge or acquittal by a court of competent jurisdiction. This Option Plan and all of the rights of the Employee to purchase Shares, whether or not such rights are vested, shall terminate upon the conviction of the Employee by any court of competent jurisdiction of any crime classified as a felony.

     5. Adjustments. Subject to the provisions of the Plan under which this Option is granted, if the outstanding shares of stock of the class then subject to this Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalizations, spinoffs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the number and/or kind of shares or securities or other forms of property (including cash) or rights for which this Option may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. No fractional share of stock shall be issued under this Option or in connection with any such adjustment. Such adjustments shall be made by or under authority of the Board whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

     6. Exercise, Payment for and Delivery of Stock. This Option may be exercised by the Employee or other person then entitled to exercise it by giving four business days’ written notice of exercise to PAH specifying the number of shares to be purchased and the total purchase price, accompanied by a check to the order of PAH in payment of such price. If PAH is required to withhold on account of any federal, state or local tax imposed as a result of such exercise, the notice

3

of exercise shall also be accompanied by a check to the order of PAH in payment of the amount thus required to be withheld.

     7. Rights in Stock Before Issuance and Delivery. No person shall be entitled to the privileges of stock ownership in respect of any shares issuable upon exercise of this Option, unless and until such shares have been issued to such person as fully paid shares.

     8. Requirements of Law. By accepting this Option, the Employee represents and agrees for himself or herself and his or her transferees by last will or the laws of descent and distribution that, unless a registration statement under the Securities Act of 1933 is in effect as to shares purchased upon any exercise of this Option, (i) any and all shares so purchased shall be acquired for his or her personal account and not with a view to or for sale in connection with any distribution, and (ii) each notice of the exercise of any portion of this Option shall be accompanied by a representation and warranty in writing, signed by the person entitled to exercise the same, that the shares are being so acquired in good faith for his or her personal account and not with a view to or for sale in connection with any distribution. No certificate or certificates for shares of stock purchased upon exercise of this Option shall be issued and delivered unless and until, in the opinion of legal counsel for PAH, such securities may be issued and delivered without causing PAH to be in violation of or incur any liability under any federal, state or other securities law or any other requirement of law or of any regulatory body having jurisdiction over PAH.

     9. Purchase of Option By PAH. At any time prior to the time that the Employee exercises the Option, PAH has the right, exercisable at its discretion, to cancel and purchase this Option for an amount equal to the excess, if any, of the Fair Market Value (as defined in the Plan) of the stock subject to this Option over its exercise price on the date PAH exercises such right. PAH’s right to cancel and purchase the Option under this Section is exercised when PAH gives written notice to the Employee of the cancellation and purchase of the Option under this Section, specifying the Fair Market Value of the stock on the basis of which payment is to be made and a date, not later than the Option’s expiration date, on which the purchase price is to be paid.

     10. Subject to the Plan. This Option is subject to, and PAH and the Employee agree to be bound by, all of the terms and conditions of the Plan under which this Option was granted, as the same may have been amended from time to time in accordance with its terms, provided that no such amendment shall deprive the Employee, without the Employee’s consent, of this Option or of any rights hereunder. Pursuant to the Plan, the Board PAH or its Committee established for such purposes is vested with conclusive authority to interpret and construe the Plan and this Option, and is authorized to adopt rules and regulations for carrying out the Plan. A copy of the Plan in its present form is available for inspection during business hours by the Employee or other persons entitled to exercise this Option at PAH’s principal office.

     11. Notices. Any notice to be given to PAH shall be addressed to PAH in care of its General Counsel at its principal office, and any notice to be given to the Employee shall be addressed to the Employee at the address set forth beneath the Employee’s signature on The Stock Option Agreement or at such other address as the Employee may designate in writing to PAH. Any such notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered or certified, and deposited, postage and registry or certification fees prepaid, in a post office or branch post office regularly maintained by the United States Postal Service.

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     12. Rules of Construction. This Plan has been executed and delivered by PAH in Arizona and shall be construed and enforced in accordance with the laws of Arizona, other than any choice of law rules calling for the application of laws of another jurisdiction. Should there be any inconsistency or discrepancy between the provisions of this Option and the terms and conditions of the Plan under which this Option is granted, the provisions in the Plan shall govern and prevail. The Board is vested with conclusive authority to interpret and construe the Plan, the Option, and the Stock Option Agreement, and is authorized to adopt rules and regulations for carrying out the Plan. The provisions of the Stock Option Agreement are expressly incorporated herein and made an integral part hereof as though set forth herein.

     13. No Effect on Employment Relationship. The receipt of this Option does not give the Employee any right to continued employment by PAH or a related entity for any period, nor shall the granting of this Option or the issuance of shares on exercise thereof give PAH or any related entity any right to the continued services of the Employee for any period.

     14. Employee Not A Shareholder. The Employee shall not be deemed for any purposes to be a shareholder of PAH with respect to any of the Optioned Shares except to the extent that the Option herein granted shall have been exercised, PAH shall have issued and delivered the shares of Common Stock to the Employee, and the Employee’s name is entered as a stockholder of record on the books of PAH.

     15. Withholding Taxes. If applicable, the Employee shall be required to pay to PAH, the amount of any such federal, state and local income taxes and other amounts as PAH may be required to withhold with respect to the Common Stock issued upon exercise of an Option. If the Employee is to experience a taxable event in connection with the receipt of the Common Stock pursuant to the exercise of an Option, the Employee shall pay the withholding taxes to PAH prior to the issuance, or release from escrow, of such Common Stock. In satisfaction of the obligation to pay withholding taxes to PAH, the Employee may make a written election, which may be accepted or rejected in the discretion of the Board, to have withheld a portion of the Common Stock then issuable to him having an aggregate Fair Market Value on the date preceding the date of such issuance, equal to the withholding taxes.

     16. Securities Act.

          16.1 Registration. If at any time the Board determines, in its discretion, that the listing, registration or qualification of the Shares issuable pursuant to this Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of the Option or the issuance of the Shares, no Options shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions acceptable to the Board.

          16.2 Restricted Stock. Notwithstanding anything contained in the Plan or the Stock Option Agreement to the contrary, in the event that the disposition of the Shares acquired pursuant to this Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Act”), and is not otherwise exempt from such registration, such Shares shall be

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restricted against transfer to the extent required by the Act. The Board may require the Employee or any other individual receiving the Shares pursuant to the Option granted under this Plan, as a condition precedent to receipt of such Shares, to represent and warrant to PAH in writing that the Shares acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Act or pursuant to an exemption applicable under the Act, or the rules and regulations promulgated thereunder. The certificates evidencing any of such Shares shall be appropriately legended to reflect their status as restricted securities.

          16.3 Other Documents. The Employee shall execute and deliver to PAH any documents or agreements which PAH may deem necessary or advisable to secure an exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws in connection with the exercise and sale of any Optioned Shares, containing such terms and conditions as the Board may specify, before a stock certificate shall be issued with respect to any Optioned Shares.

     17. Disputes Or Disagreements. As a condition of the granting of the Option, the Employee agrees, for himself and his personal representative, that any disputes or disagreements which may arise under or as a result of or pursuant to this Plan shall be determined by the Board in its sole discretion, and that any interpretation by the Board of the terms of this Plan shall be final, binding and conclusive.

     18. Tax Advice. The Employee represents that he has not relied upon any tax advice from PAH or its counsel with respect to this Plan and has been advised to consult with his own tax and other advisors.

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EXHIBIT “A”
to
Stock Option Agreement

PARSONS ADVANCED HOLDINGS, INC.

STOCK OPTION AGREEMENT
EXERCISE FORM

     I desire to exercise my vested Options to purchase                      shares of common stock at $                      per share, for a total purchase price of $                      pursuant to my Stock Option Agreement dated                     .

     Enclosed is payment in full by [ ] cash [ ] cashier’s check [ ] bank draft [ ] money order [ ] other (describe)                                         .

     I have, or have been given access to, all information necessary for me to make an informed decision as to the advisability of investing in PAH’s common stock, and I have the skill and experience necessary to make such decision.

     DATED:                                         

Signature: 

Print full name: 

Social Security No.: 

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EX-10.3

Exhibit 10.3

The Go Daddy Group,
Inc. Stock Option Award

     This stock option agreement is entered into this    th day of                , 200__, by and between The Go Daddy Group, Inc., an Arizona corporation (the “Company”), and “Employee” (“Employee”), an employee of the Company.

As part of the compensation package, the Company has adopted effective as of July 16th, 2002, The Go Daddy Group, Inc. 2002 Stock Option Plan (the “Plan”) pursuant to resolution of the Board. Please refer to the Plan for all of the terms and conditions of the stock options. You may request a copy of the Agreement from the accounting department.

     The Company grants to the Employee the following stock option (the “Option”) to purchase Shares subject to the following terms of this Option agreement and the Plan:

(a)	Employee:	«Employee»
(b)	Date of Grant:	«Date»
(c)	Start Date for Vesting:	«Date»
(d)	Number of Option Shares:	«Award»
(e)	Exercise Price Per Share:	«Strike»
(f)	Expiration Date:	«Term»
(g)	Vesting Schedule:	Refer to Section 3 in the Agreement

This Option is not intended to be and shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

By this agreement, the Company and the Employee desire to establish the terms upon which the Company is willing to grant to the Employee, and upon which the Employee is willing to accept from the Company, an option to purchase shares of common stock of the Company (the “Shares”).

IN WITNESS WHEREOF, the undersigned have signed this Award and as of the date first written above and agree to all of the terms and conditions outlined in the Agreement.

The Go Daddy Group, Inc., an Arizona corporation	EMPLOYEE
By:
Robert R. Parsons	«Employee»
Its:Chairman

Certificate   Number	Number of Options
«Cert»	«Amt_»

     THIS CERTIFICATE (combined with a properly executed stock Option agreement) certifies that:

«Name»

Is the record holder of «Amt_» stock options of THE GO DADDY GROUP, INC. common stock exercisable at the option strike price of $         per share.

This certificate is non-transferable and subject to the provisions outlined in the executed stock option award dated «date».

Witness the seal of the corporation and the signature of its duly authorized officer.

Dated: «date»

Chairman / President

EX-10.4

Exhibit 10.4

THE GO DADDY GROUP, INC.

2006 EQUITY INCENTIVE PLAN

     1. Purposes of the Plan. The purposes of this Plan are:

• to attract and retain the best available personnel for positions of substantial responsibility,

• to provide additional incentive to Employees, Directors and Consultants, and

• to promote the success of the Company’s business.

     The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and Performance Shares.

     2. Definitions. As used herein, the following definitions will apply:

          (a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

          (b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

          (c) “Award” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units or Performance Shares.

          (d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

          (e) “Board” means the Board of Directors of the Company.

          (f) “Change in Control” means the occurrence of any of the following events:

               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

               (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

               (iii) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

               (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

          (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

          (h) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof. A Committee can consist of a single individual.

          (i) “Common Stock” means the Common Stock of the Company.

          (j) “Company” means The Go Daddy Group, Inc., an Arizona corporation, or any successor thereto.

          (k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

          (l) “Director” means a member of the Board.

          (m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

          (n) “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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          (p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

          (q) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

               (i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

               (iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or

               (iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

          (r) “Fiscal Year” means the fiscal year of the Company.

          (s) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

          (t) “Inside Director” means a Director who is an Employee.

          (u) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

          (v) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

          (w) “Option” means a stock option granted pursuant to the Plan.

          (x) “Optioned Stock” means the Common Stock subject to an Award.

          (y) “Outside Director” means a Director who is not an Employee.

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          (z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (aa) “Participant” means the holder of an outstanding Award.

          (bb) “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

          (cc) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

          (dd) “Plan” means this 2006 Equity Incentive Plan.

          (ee) “Registration Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

          (ff) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

          (gg) “Restricted Stock Unit” means an award granted pursuant to Section 8 that is a bookkeeping entry representing an amount equal to the Fair Market Value of one Share. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

          (hh) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

          (ii) “Section 16(b)” means Section 16(b) of the Exchange Act.

          (jj) “Service Provider” means an Employee, Director or Consultant.

          (kk) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

          (ll) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a SAR.

          (mm) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan.

          (a) Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares pursuant to which Awards may be made under the Plan is (a) 7,000,000 Shares, plus (b) the number of Shares which have been reserved but not issued under

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the Company’s 2002 Stock Option Plan (the “2002 Plan”) as of the date of Board approval of this Plan, up to a maximum of 84,300 Shares, plus (c) any Shares returned to the 2002 Plan after the date of Board approval of this Plan as a result of expiration, cancellation, or forfeiture of awards issued under such plan, up to a maximum of 84,300 Shares, plus (d) an annual increase to be added on the first day of the Company’s fiscal year beginning with the Company’s 2007 fiscal year, equal to the lesser of (A) 1,400,000 Shares, or (B) two percent (2%) of the total number shares of all classes of common stock outstanding on the last day of the immediately preceding Company fiscal year. The Shares may be authorized, but unissued, or reacquired Common Stock.

          (b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or SARs the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to an SAR will cease to be available under the Plan; all remaining Shares under SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares of Restricted Stock or Performance Shares are repurchased by the Company or are forfeited to the Company due to their failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the minimum statutory withholding obligations related to an Award will become available for future grant or sale under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).

          (c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

     4. Administration of the Plan.

          (a) Procedure.

               (i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

               (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

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               (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

               (iv) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select the Service Providers to whom Awards may be granted hereunder;

               (iii) to determine the number of Shares to be covered by each Award granted hereunder;

               (iv) to approve forms of agreement for use under the Plan;

               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

               (vi) to institute an Exchange Program;

               (vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

               (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

               (ix) to modify or amend each Award (subject to Section 19(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Awards longer than is otherwise provided for in the Plan (subject to compliance with Code Section 409A);

               (x) to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 15;

               (xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

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               (xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award

               (xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

     5. Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and Performance Shares may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

     6. Stock Options.

          (a) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

          (b) Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

          (c) Option Exercise Price and Consideration.

               (i) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following:

                    (1) In the case of an Incentive Stock Option

                         a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant.

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                         b) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant.

                         c) Notwithstanding the foregoing, Incentive Stock Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

                    (2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

               (iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:

                    (1) cash;

                    (2) check;

                    (3) other Shares, provided Shares acquired directly or indirectly from the Company, (A) have been owned by the Participant and not subject to substantial risk of forfeiture for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option will be exercised;

                    (4) consideration received by the Company under a broker-assisted cashless exercise program;

                    (5) any combination of the foregoing methods of payment; or

                    (6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

          (d) Exercise of Option.

               (i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

                    An Option will be deemed exercised when the Company receives: (1) notice of exercise (in such form as the Administrator specify from time to time) from the person

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entitled to exercise the Option, and (2) full payment for the Shares with respect to which the Option is exercised (together with an applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.

                    Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

               (ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

               (iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

               (iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the

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personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

     7. Restricted Stock.

          (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

          (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

          (c) Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

          (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

          (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

          (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

          (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

          (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

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     8. Restricted Stock Units.

          (a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it shall advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

          (b) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

          (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

          (d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award Agreement. The Administrator may only settle earned Restricted Stock Units in Shares.

          (e) Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company.

     9. Stock Appreciation Rights.

          (a) Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

          (b) Number of Shares. The Administrator will have complete discretion to determine the number of SARs granted to any Service Provider.

          (c) Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant. Otherwise, subject to Section 6(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan; provided, however, that no SAR may have a term of more than ten (10) years from the date of grant.

          (d) SAR Agreement. Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

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          (e) Expiration of SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) also will apply to SARs.

          (f) Payment of SAR Amount. Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

               (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

               (ii) The number of Shares with respect to which the SAR is exercised.

               The payment upon SAR exercise may only be in Shares of equivalent value (rounded down to the nearest whole Share).

     10. Performance Shares.

          (a) Grant of Performance Shares. Subject to the terms and conditions of the Plan, Performance Shares may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Performance Share award granted to any Participant, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.

          (b) Other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Shares granted under the Plan. Performance Share grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Shares Award Agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.

          (c) Performance Share Award Agreement. Each Performance Share grant shall be evidenced by an Award Agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.

     11. Formula Awards to Outside Directors.

          (a) General. Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under this Plan, including discretionary Awards not covered under this Section 11. All grants of Awards to Outside Directors pursuant to this Section will be automatic

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and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

          (b) Type of Option. If Options are granted pursuant to this Section they will be Nonstatutory Stock Options and, except as otherwise provided herein, will be subject to the other terms and conditions of the Plan.

          (c) No Discretion. No person will have any discretion to select which Outside Directors will be granted Awards under this Section or to determine the number of Shares to be covered by such Awards (except as provided in Sections 11(g) and 14).

          (d) Initial Award. Each person who first becomes an Outside Director following the Registration Date will be automatically granted an Option for 50,000 Shares (the “Initial Award”) on or about the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.

          (e) Annual Award. Each Outside Director will be automatically granted an Option for 7,500 Shares (an “Annual Award”) on each date of the annual meeting of the stockholders of the Company beginning in 2007, if as of such date, he or she will have served on the Board for at least the preceding six (6) months.

          (f) Terms. The terms of each Award granted pursuant to this Section will be as follows:

               (i) The term of the Award will be ten (10) years.

               (ii) The exercise price for Shares subject to Awards will be 100% of the Fair Market Value on the grant date.

               (iii) Subject to Section 14, the Initial Award will vest and become exercisable as to twenty-five percent (25%) of the Shares subject to such Award on the first anniversary of its date of grant and the remainder shall vest 1/48^th monthly thereafter, so as to be 100% vested on the fourth anniversary of the grant date, provided that the Participant continues to serve as a Director through each such date.

               (iv) Subject to Section 14, the Annual Award will vest and become exercisable as to twenty-five percent (25%) of the Shares subject to such Award on the first anniversary of its date of grant and the remainder shall vest 1/48^th monthly thereafter, so as to be 100% vested on the fourth anniversary of the grant date, provided that the Participant continues to serve as a Director through each such date.

          (g) Amendment. The Administrator in its discretion may change the number of Shares subject to the First Awards and Subsequent Awards.

     12. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will

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not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91^st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

     13. Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

     14. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

          (a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits in Section 3 of the Plan and the number of Shares issuable pursuant to Options to be granted under Section 11.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

          (c) Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be required to treat all Awards similarly in the transaction.

               In the event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% on-target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in

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writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

               For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

               Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

          (d) Outside Director Awards. With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Optioned Stock, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Shares, all performance goals or other vesting criteria will be deemed achieved at 100% on-target levels and all other terms and conditions met.

     15. Tax Withholding.

          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

          (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) paying cash, (b) electing to have the

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Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

     16. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

     17. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

     18. Term of Plan. Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board on May 11, 2006. It will continue in effect for a term of ten (10) years unless terminated earlier under Section 19 of the Plan.

     19. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

          (b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

     20. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

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     21. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

     22. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

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EX-10.5

Exhibit 10.5

THE GO DADDY GROUP, INC.

2006 EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

              Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

I.	NOTICE OF STOCK OPTION GRANT
	Name:
	Address:

           You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price per Share	$
Total Number of Shares Granted
Total Exercise Price	$
Type of Option:	___Incentive Stock Option ___Nonstatutory Stock Option
Term/Expiration Date:
Vesting Schedule:

           Subject to accelerated vesting as set forth below or in the Plan, this Option may be exercised, in whole or in part, in accordance with the following schedule:

           Twenty-five percent (25%) of the Shares subject to the Option will vest twelve (12) months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option will vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through such dates.

              Termination Period:

              This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Section 14(c) of the Plan. Notwithstanding any provisions to the contrary in the Award Agreement or the Plan, in the event the Company does not undergo a Change in Control or a Registration Date has not occurred by May 11, 2007, this Option shall terminate on May 11, 2007.

II. AGREEMENT

A. Grant of Option.

                       The Administrator hereby grants to individual named in the Notice of Stock Option Grant attached as Part I of this Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

                       If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).

B. Exercise of Option.

                       1.      Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and the applicable provisions of the Plan and this Award Agreement.

                       2.      Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner as determined by the Administrator, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable withholding taxes. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

                       No Shares will be issued pursuant to the exercise of this Option unless such issuance and exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

C. Method of Payment.

                       Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant:

                       1.      cash;

                       2.      check;

                       3.      consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

                       4.      surrender of other Shares which, (a) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Participant and not subject to a substantial risk of forfeiture for more than six (6) months on the date of surrender, and (b) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

D. Non-Transferability of Option.

                       This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.

E. Term of Option.

                       This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement.

F. Tax Obligations.

                       1.      Withholding Taxes. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, and local income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

                       2.      Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (a) the date two (2) years after the Grant Date, or (b) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.

                       3.      Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 that was granted with a per share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the fair market value of a Share of Common Stock on the date of grant (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (a) income recognition by the Participant prior to the exercise of the option, (b) an additional twenty percent (20%) tax, and (c) potential penalty and interest charges. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per share exercise price of this Option equals or exceeds the fair market value of a Share of Common Stock on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per share exercise price that was less than the fair market value of a Share of Common Stock on the date of grant, Participant will be solely responsible for Participant’s costs related to such a determination.

G. Entire Agreement; Governing Law.

                       The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Arizona.

H. NO GUARANTEE OF CONTINUED SERVICE.

                       PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

[Remainder of Page Intentionally Left Blank]

          By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.

PARTICIPANT:	THE GO DADDY GROUP, INC.
Signature	By
Print Name	Title
Residence Address

EXHIBIT A

THE GO DADDY GROUP, INC.

2006 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

THE GO DADDY GROUP, INC.
14455 N. Hayden Road, Suite 219
Scottsdale, Arizona 85260

Attention: _______________________

          1.      Exercise of Option. Effective as of today, _________, ___, the undersigned (“Purchaser”) hereby elects to purchase _________shares (the “Shares”) of the Common Stock of The Go Daddy Group, Inc. (the “Company”) under and pursuant to the 2006 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated ______(the “Award Agreement”). The purchase price for the Shares will be $_________, as required by the Award Agreement.

          2.      Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares and any required withholding taxes to be paid in connection with the exercise of the Option.

          3.      Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.

          4.      Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired will be issued to Participant as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan.

          5.      Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

          6.      Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. This Agreement, the Plan and the Award Agreement constitute the entire

           agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Arizona.

Submitted by:	Accepted by:
PURCHASER:	THE GO DADDY GROUP, INC.
Signature	By
Print Name	Its
Address:
	Date Received

EX-10.6A

Exhibit 10.6A

CHANGE IN CONTROL AGREEMENT

     This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into as of _________, 200___, between GO DADDY SOFTWARE, INC., an Arizona corporation (“Company”), and _________ (“Executive’’) to be effective as of ________200___ (the “Effective Date”).

RECITALS:

     A. Executive has served as the _________ of the Company.

     B. Company considers the maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Company and its shareholder. Company recognizes that identifying possible merger candidates, preparing for a public offering, or other changes in the Company’s structure may be unsettling to Executive and other certain senior executives of Company and may result in the departure or distraction of management personnel to the detriment of Company and its shareholder. The board of directors (“Board”) has previously determined that it is in the best interests of Company and its shareholder for Company to minimize these concerns by entering into this Change in Control Agreement with Executive, to provide Executive with a continuation of benefits in the event Executive’s employment with Company terminates under certain limited circumstances. In exchange, Executive has agreed to continue his/her employment with Company under the terms of this Agreement.

     NOW, THEREFORE, in consideration of the promises, covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. ACCELERATED VESTING OF STOCK OPTIONS; CONTINUED RECEIPT OF BENEFITS.

     (a) Immediate Vesting of Stock Options. Notwithstanding anything to the contrary contained in the Parsons Advanced Holdings, Inc. July 16, 2002 Stock Option Plan, as of the Effective Date, Executive shall be entitled to exercise his/her stock options, upon a change in control, as follows:

(i)	Change in control Vesting Acceleration. In the event of a change in control, as definied in Section III (“Change in Control”), after the Effective Date of this Agreement, any and all unvested Stock Options held by Executive shall become 100% vested and exercisable, except as set forth in Section III, subject to the following subparagraph:
(ii)	Exercisability upon Change in Control. No Options held by Executive are transferable by Executive upon a Change in Control otherwise than by will or the laws of descent and distribution.

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     (b) Continued Receipt of Benefits and Compensation. Upon a Change in Control, Executive will receive the same salary, bonus eligibility and bonus structure, benefits (including the same or substantially similar levels of health, life, disability and retirement benefits) and other perquisites as Executive was receiving immediately prior to the Change in Control, as long as Executive continues to perform the same job function. Executive shall be entitled to hold the same or substantially similar job titles, offices and authority, and shall continue to be based in the same or substantially the same geographic location as immediately prior to the Change in control.

II. RECEIPT OF BENEFITS IN EVENT OF TERMINATION UPON CHANGE IN CONTROL.

     (a) Receipt of Benefits. Executive is entitled to receive a severance benefit if Executive is terminated after a Change in Control or as a result of a Change in Control. The Company will provide Executive with the following benefits.

     (1) A lump sum severance payment, paid within ten (10) days following Executive’s last day of work, equal to the sum of:

     (i) any bonus compensation, including deferred bonuses, to which Executive would have been entitled under the Company’s bonus plan; plus

     (ii) an amount equal to the salary Executive received during the most recent twelve-month period; plus

     (iii) an amount equal to all sums Executive received as bonus compensation during the most recent twelve (12)-month period.

     (2) Executive shall continue to have the use of any leased automobile provided by Company until the natural expiration of such lease, with all lease payments and insurance premiums paid by Company. At the expiration of such lease, Executive shall have the right, in Executive’s sole discretion, to acquire such automobile or return it to the dealer, in accordance with the provisions of the automobile lease.

     (3) Nothing in this Agreement shall be deemed to limit or eliminate any other benefits (such as COBRA) to which Executive may be entitled by law or any other agreement between Executive and the Company.

III. CHANGE IN CONTROL DEFINED.

     For purposes of this Agreement, a “Change in Control” means any one or more of the following events:

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     (1) The common stock of the Company is listed and publicly traded on any stock exchange within the United States. However, If Robert R. Parsons retains at least 50% controlling interest in the Company as of the date the Company is listed and publicly traded on any stock exchange within the United States, then fifty (50%) percent (not one hundred percent (100%)) of the unvested options in each option grant become vested; or

     (2) The completion of one or more transactions by which any person or entity (and his, her, or its affiliates) becomes the beneficial owner of more than 50% of the voting power of the Company’s securities; or

     (3) Any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of stock immediately before the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger; or

     (4) The shareholder of the Company approves any plan or proposal for the liquidation or dissolution of the Company; or

     (5) Substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code) in which the Company is a member at the time of such sale or transfer.

IV. DISPUTE RESOLUTION.

     (a) Mediation. Any and all disputes arising under, pertaining to or touching upon this Agreement, or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to non-binding mediation before an independent mediator. Notwithstanding the foregoing, both Executive and Company may seek preliminary injunctive or other judicial relief if such action is necessary to avoid irreparable damage during the pendency of the proceedings described in this Article IV. Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, at the address specified in Article IV. The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought. The mediation hearing will occur at a time and place convenient to the parties in Maricopa County, Arizona, within thirty (30) days of the date of selection or appointment of the mediator. Mediation or the waiver of mediation by both parties shall be a condition precedent to Arbitration.

     (b) Arbitration. In the event that the dispute is not settled through mediation, the parties shall then proceed to binding arbitration before an independent arbitrator. The mediator shall not serve as the arbitrator. ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, TERMINATION BY ALLEGED

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BREACH OF CONTRACT OR POLICY, OR ALLEGED EMPLOYMENT TORT COMMITTED BY COMPANY OR A REPRESENTATIVE OF COMPANY, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS ARTICLE IV AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.

The arbitration hearing shall occur at a time and place convenient to the parties in Maricopa County, Arizona, within sixty (60) days of selection or appointment of the arbitrator unless such time period is extended by the arbitrator for good cause shown. The arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of the American Arbitration. Association (“AAA”) in effect on the date of the first notice of demand for arbitration. Notwithstanding any provisions in such rules to the contrary, the arbitrator shall issue findings of fact and conclusions of law, and an award, within fifteen (15) days of the date of the hearing unless the parties otherwise agree.

     (c) Indemnity. Except for Executive’s gross negligence or willful misconduct, Company agrees to indemnify, defend and save Executive in the discharge of Executive’s duties or the provisions of this Agreement, completely harmless in respect to any action, cause of action, suit, debt, cost, expense, claim, or demand whatsoever brought by any third person whomsoever, at law or in equity, in connection with the Company or the performance by Executive of any and all of Executive’s obligations under this Agreement or Executive’s professional duties, including without limitation, paying the legal fees and costs of any litigation, arbitration or mediation, conducted by counsel of Executive’s choosing reasonably acceptable to Company. Executive shall have no liability to Company for errors, acts or omissions of Executive in the good-faith exercise of Executive’s reasonable business judgment. This indemnity provision shall survive the termination of this Agreement and the termination of Executive’s employment with the Company.

V. BENEFIT AND BINDING EFFECT

     This Agreement shall inure to the benefit of and be binding upon Company, its successors and assigns, including but not limited to any company, person, or other entity which may acquire all or substantially all of the assets and business of Company or any company with or into which Company may be consolidated or merged, and Executive, and Executive’s heirs, executors, administrators, and legal representatives, provided that the obligations of Executive may not be delegated.

VI. NOTICES

     All notices hereunder shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested:

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If to Company, to:	GO DADDY SOFTWARE, INC.
	Attn: Legal Department
	14455 N. Hayden Road, Ste. 219
	Scottsdale, AZ 85260
If to Executive, to:

Either party may change the address to which notices are to be sent to it by giving ten (10) days written notice of such change of address to the other party in the manner above provided for giving notice. Notices will be considered delivered on personal delivery or on the date of deposit in the United States mail in the manner provided for giving notice by mail.

VII. ENTIRE AGREEMENT

     The entire understanding and agreement between the parties has been incorporated into this Agreement, and this Agreement supersedes all other agreements and understandings between Executive and Company with respect to the relationship of Executive with Company, except with respect to other continuing or future bonus, incentive, stock option, health, benefit and similar plans or agreements.

VIII. GOVERNING LAW

     This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona.

IX. SEVERABILITY

     If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid, illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law unless the Agreement, as so reformed, does not reflect the original intent of the parties hereto. Any such reformation shall be read as narrowly as possible to give the maximum effect to the mutual intentions of Executive and Company.

X. TERMINATION OF EMPLOYMENT

     The termination of this Agreement by either party also shall result in the termination of Executive’s employment relationship with Company in the absence of an express written agreement providing to the contrary. Neither party intends that any oral employment relationship continue after the termination of this Agreement.

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XI. NO CONSTRUCTION AGAINST EITHER PARTY

       This Agreement is the result of negotiation between Company and Executive and both have had the opportunity to have this Agreement reviewed by their legal counsel and other advisors. Accordingly, this Agreement shall not be construed for or against Company or Executive, regardless of which party drafted the provision at issue. The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either party.

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

GO DADDY SOFTWARE INC., an Arizona corporation
By:
	Chief Executive Officer
EXECUTIVE:

EX-10.6B

Exhibit 10.6B

THE GO DADDY GROUP, INC.

CHANGE IN CONTROL PROTECTION AGREEMENT

     This Agreement is entered into as of May 11, 2006, (the “Effective Date”) by and between The Go Daddy Group, Inc. (the “Company”), and                     (“Executive”).

     1. Background.

          (a) Positions and Duties. As of the Effective Date, Executive serves as INSERT of the Company.

          (b) Purpose. The Company considers the maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Company and its shareholder. The Company recognizes that identifying possible merger candidates, preparing for a public offering, or other changes in the Company’s structure may be unsettling to Executive and other certain senior executives of the Company and may result in the departure or distraction of management personnel to the detriment of the Company and its shareholder. The board of directors (“Board”) has previously determined that it is in the best interests of the Company and its shareholder for the Company to minimize these concerns by entering into a Change in Control agreement with Executive, to provide Executive with a continuation of benefits in the event Executive’s employment with the Company terminates under certain limited circumstances. In exchange, Executive has agreed to continue his or her employment with the Company under the terms of this Agreement.

          (c) Supersedes. Except as specifically set forth in this Section 1(c), this Agreement supersedes in its entirety the provisions of the Change in Control Agreement between Executive and Go Daddy Software, Inc. dated October 28, 2005 (the “Prior Change in Control Agreement”). The Prior Change in Control Agreement will continue to control the treatment of all stock options granted prior to the Effective Date.

     2. Termination for other than Cause, Death or Disability or Resignation for Good Reason within Eighteen Months of a Change in Control.

          (a) If within eighteen (18) months following a Change in Control:

               (i) the Company terminates Executive’s employment with the Company other than for Cause, death or disability, or

               (ii) Executive resigns from his employment with the Company for Good Reason,

               then, subject to Section 5, Executive will be entitled to benefits as set forth in Section 2(b).

          (b) Benefits. Within ten (10) days of the date of Executive’s termination of employment, Executive shall be entitled to:

               (i) Payment of a lump sum payment equal to the sum of:

                    (1) any earned but unpaid compensation,

                    (2) an amount equal to the Executive’s annual Base Salary for the twelve (12) month period ending on the date of Executive’s termination of employment,

                    (3) an amount equal to the total of all bonus compensation paid to Executive during the twelve (12) month period ending on the date of Executive’s termination of employment,

                    (4) an amount equal to 130% of the average monthly lease and insurance premium payments due on any vehicle leased by the Company for Executive, multiplied by the number of months remaining on the current lease of such vehicle as of the date of Executive’s termination of employment.

               (ii) Accelerated vesting of all outstanding equity awards granted after the date of this Agreement as to 50% of the total shares subject to such award.

               (iii) For a period of one (1) year following Executive’s termination, the provision to Executive (and Executive’s dependents, if applicable) of the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall pay Executive a cash payment in an amount equivalent, on an after-tax basis to the Executive, to the cost of such benefits. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.

     3. Other Terminations of Employment. If Executive’s employment with the Company is terminated voluntarily by Executive (except upon resignation for Good Reason within eighteen months after a Change in Control), for Cause by the Company or due to Executive’s death or disability, then Executive will be entitled to no benefits under this Agreement and will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect.

     4. Certain Additional Payments.

          (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any

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entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 4) (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

          (b) Subject to the provisions of Section 4(a), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the Company (collectively, the “Determination”). Notwithstanding the foregoing, in the event (i) the Company shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules, (ii) the Audit Committee of the Board of Directors of the Company determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under this Section 4 with respect to any Payments shall be made no later than thirty (30) days following such Payment. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of

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the Code) shall be promptly paid by the Company to or for the benefit of the Executive. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his or her Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Executive (to the extent he or she has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. The Executive shall cooperate, to the extent his or her expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

     5. General Provisions.

          (a) Separation Agreement and Release of Claims. The receipt of any severance pursuant to Section 2 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company. No severance pursuant to this Agreement will be paid or provided until the separation agreement and release agreement becomes effective.

          (b) Section 409A. Notwithstanding anything to the contrary in this Agreement, any cash severance payments otherwise due to Executive pursuant to Section 2 or otherwise on or within the six-month period following Executive’s termination will accrue during such six-month period and will become payable in a single lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination, provided, that such cash severance payments will be paid earlier, at the times and on the terms set forth in the applicable provisions of Section 2, if the Company reasonably determines that the imposition of additional tax under Section 409A of the Code will not apply to an earlier payment of such cash severance payments. In addition, this Agreement will be deemed amended to the extent necessary to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Code Section 409A and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder and the parties agree to cooperate with each other and to take reasonably necessary steps in this regard.

          (c) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

     6. Definitions.

          (a) Cause means the Executive’s

               (i) willfully engaging in illegal conduct or gross misconduct which is materially injurious to the Company;

               (ii) conviction of, or entry of a plea of nolo contendere or guilty to, a felony or a crime of moral turpitude;

               (iii) engaging in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a gain or personal enrichment to the Executive at the expense of the Company;

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               (iv) willful material breach of any written policies of the Company (which policy or policies previously was provided to Executive); or

               (v) willful and continual failure to substantially perform his or her duties with the Company (other than a failure resulting from his or her incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written demand for substantial performance is delivered to Executive by the Company which specifically identifies the manner in which the Company believes that Executive has not substantially performed Executive’s duties.

          (b) Change in Control means the occurrence of any of the following events:

               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

               (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

               (iii) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

               (iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

          (c) Good Reason. For the purposes of this Agreement, “Good Reason” means without the Executive’s prior written consent,

               (i) A significant reduction of Executive’s duties, position, or responsibilities, relative to Executive’s duties, position, or responsibilities in effect immediately prior to the Change in Control;

               (ii) A reduction in the kind or level of employee benefits to which Executive is entitled immediately prior to the Change in Control;

               (iii) A reduction in Executive’s base salary or annual cash incentive as in effect immediately prior to the Change in Control; or

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               (iv) The relocation of Executive’s place of employment to a facility or location more than thirty-five (35) miles from his current place of employment.

     7. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

     8. Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well-established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

The Go Daddy Group, Inc.
Attn: Legal Department
14455 N. Hayden Road, Suite 219
Scottsdale, AZ 85260

If to Executive:

at the last residential address known by the Company.

     9. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

     10. Arbitration.

          (a) Dispute Resolution.

               (i) Mediation. Any and all disputes arising under, pertaining to or touching upon this Agreement, or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to non-binding mediation before an independent mediator. Notwithstanding the foregoing, both Executive and the Company may seek preliminary injunctive or other judicial relief if such action is necessary to avoid irreparable damage during the pendency of the proceedings described in this Section 10, Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, at the address specified in this Section 10. The demand shall set forth with reasonable specificity the basis

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of the dispute and the relief sought. The mediation hearing will occur at a time and place convenient to the parties in Maricopa County, Arizona, within thirty (30) days of the date of selection or appointment of the mediator. Mediation or the waiver of mediation by both parties shall be a condition precedent to Arbitration.

               (ii) Arbitration. In the event that the dispute is not settled through mediation, the parties shall then proceed to binding arbitration before an independent arbitrator. The mediator shall not serve as the arbitrator. ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, TERMINATION BY ALLEGED BREACH OF CONTRACT OR POLICY, OR ALLEGED EMPLOYMENT TORT COMMITTED BY THE COMPANY OR A REPRESENTATIVE OF THE COMPANY, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS SECTION 10 AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.

The arbitration hearing shall occur at a time and place convenient to the parties in Maricopa County, Arizona, within sixty (60) days of selection or appointment of the arbitrator unless such time period is extended by the arbitrator for good cause shown. The arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration. Notwithstanding any provisions in such rules to the contrary, the arbitrator shall issue findings of fact and conclusions of law, and an award, within fifteen (15) days of the date of the hearing unless the parties otherwise agree.

          (b) Remedy. Except as provided by this Agreement and by the Rules, including any provisional relief offered therein, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

          (c) Administrative Relief. Executive understands that this Agreement does not prohibit him from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers’ compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim.

          (d) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that Executive is waiving Executive’s right to a jury trial. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

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     11. Integration. This Agreement, together with the Prior Change in Control Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

     12. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

     13. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

     14. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

     15. Governing Law. This Agreement will be governed by the laws of the State of Arizona (with the exception of its conflict of laws provisions).

     16. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

     17. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

[REMAINDER OF PAGE IS INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

COMPANY:

The Go Daddy Group, Inc.

By:	Date:
Title:
EXECUTIVE:
	Date:

SIGNATURE PAGE TO INSERT NAME
CHANGE IN CONTROL AGREEMENT

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EX-10.7

Exhibit 10.7

Registrar Accreditation
Agreement

This REGISTRAR ACCREDITATION AGREEMENT (“Agreement”) is by and between the Internet Corporation for Assigned Names and Numbers (“ICANN”), a California non-profit, public benefit corporation, and Go Daddy Software, Inc., an Arizona corporation (“Registrar”), and shall be deemed made on 20 March 2005 at Los Angeles, California, USA.

1 DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:

1.1	“Accredit” means to identify and set minimum standards for the performance of registration functions, to recognize persons or entities meeting those standards, and to enter into an accreditation agreement that sets forth the rules and procedures applicable to the provision of Registrar Services.
1.2	“DNS” refers to the Internet domain-name system.
1.3	The “Effective Date” is 20 March 2005.
1.4	The “Expiration Date” is 19 March 2010.
1.5	“ICANN” refers to the Internet Corporation for Assigned Names and Numbers, a party to this Agreement.
1.6	“Personal Data” refers to data about any identified or identifiable natural person.
1.7	“Registered Name” refers to a domain name within the domain of a TLD that is the subject of an appendix to this Agreement, whether consisting of two or more (e.g., john.smith.name) levels, about which a TLD Registry Operator (or an affiliate engaged in providing Registry Services) maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. A name in a Registry Database may be a Registered Name even though it does not appear in a zone file (e.g., a registered but inactive name).
1.8	“Registered Name Holder” means the holder of a Registered Name.
1.9	The word “Registrar,” when appearing with an initial capital letter, refers to Go Daddy Software, Inc., a party to this Agreement.
1.10	The word “registrar,” when appearing without an initial capital letter, refers to a person or entity that contracts with Registered Name Holders and with a Registry Operator and collects registration data about the Registered Name Holders and submits registration information for entry in the Registry Database.
1.11	“Registrar Services” means services provided by a registrar in connection with a TLD as to which it has an agreement with the TLD’s Registry Operator, and includes contracting with Registered Name Holders, collecting registration data

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about the Registered Name Holders, and submitting registration information for entry in the Registry Database.

1.12	“Registry Data” means all Registry Database data maintained in electronic form, and shall include TLD Zone-File Data, all data used to provide Registry Services and submitted by registrars in electronic form, and all other data used to provide Registry Services concerning particular domain name registrations or nameservers maintained in electronic form in a Registry Database.
1.13	“Registry Database” means a database comprised of data about one or more DNS domain names within the domain of a registry that is used to generate either DNS resource records that are published authoritatively or responses to domain-name availability lookup requests or Whois queries, for some or all of those names.
1.14	A “Registry Operator” is the person or entity then responsible, in accordance with an agreement between ICANN (or its assignee) and that person or entity (those persons or entities) or, if that agreement is terminated or expires, in accordance with an agreement between the US Government and that person or entity (those persons or entities), for providing Registry Services for a specific TLD.
1.15	“Registry Services,” with respect to a particular TLD, shall have the meaning defined in the agreement between ICANN and the Registry Operator for that TLD.
1.16	A Registered Name is “sponsored” by the registrar that placed the, record associated with that registration into the registry. Sponsorship of a registration may be changed at the express direction of the Registered Name Holder or, in the event a registrar loses accreditation, in accordance with then-current ICANN specifications and policies.
1.17	“Term of this Agreement” begins on the Effective Date and continues to the earlier of (a) the Expiration Date, or (b) termination of this Agreement.
1.18	A “TLD” is a top-level domain of the DNS.
1.19	TLD Zone-File Data” means all data contained in a DNS zone file for the registry, or for any subdomain for which Registry Services are provided and that contains Registered Names, as provided to name servers on the Internet.

2 ICANN OBLIGATIONS.

2.1	Accreditation. During the Term of this Agreement, Registrar is hereby accredited by ICANN to act as a registrar (including to insert and renew registration of Registered Names in the Registry Database) for the TLD(s) that are the subject of appendices to this Agreement according to Subsection 5.5.
2.2	Registrar Use of ICANN Name and Website. ICANN hereby grants to Registrar a non-exclusive, worldwide, royalty-free license during the Term of this Agreement (a) to state that it is accredited by ICANN as a registrar for each TLD that is the subject of an appendix to this Agreement and (b) to link to pages and documents within the ICANN web site. No other use of ICANN’s name or

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website is licensed hereby. This license may not be assigned or sublicensed by Registrar.

2.3 General Obligations of ICANN. With respect to all matters that impact the rights, obligations, or role of Registrar, ICANN shall during the Term of this Agreement:

2.3.1	exercise its responsibilities in an open and transparent manner;
2.3.2	not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;
2.3.3	not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out Registrar for disparate treatment unless justified by substantial and reasonable cause; and
2.3.4	ensure, through its reconsideration and independent review policies, adequate appeal procedures for Registrar, to the extent it is adversely affected by ICANN standards, policies, procedures or practices.

3 REGISTRAR OBLIGATIONS.

3.1	Obligations to Provide Registrar Services. During the Term of this Agreement, Registrar agrees that it will operate as a registrar for each TLD for which it is accredited by ICANN in accordance with this Agreement.
3.2	Submission of Registered Name Holder Data to Registry. During the Term of this Agreement:

3.2.1 As part of its registration of Registered Names in a TLD as to which it is accredited, Registrar shall submit to, or shall place in the Registry Database operated by, the Registry Operator for the TLD the following data elements:

3.2.1.1	The name of the Registered Name being registered;
3.2.1.2	The IP addresses of the primary nameserver and secondary nameserver(s) for the Registered Name;
3.2.1.3	The corresponding names of those nameservers;
3.2.1.4	Unless automatically generated by the registry system, the identity of the Registrar;
3.2.1.5	Unless automatically generated by the registry system, the expiration date of the registration; and
3.2.1.6	Any other data the Registry Operator requires be submitted to it.

The appendix to this Agreement for a particular TLD may state substitute language for Subsections 3.2.1.1 through 3.2.1.6 as applicable to that TLD; in that event the substitute language shall

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replace and supersede Subsections 3.2.1.1 through 3.2.1.6 stated above for all purposes under this Agreement but only with respect to that particular TLD.

3.2.2

Within five (5) business days after receiving any updates from the Registered Name Holder to the data elements listed in Subsections 3.2.12, 3.1.2.3, and 3.2.1.6 for any Registered Name Registrar sponsors, Registrar shall submit the updated data elements to, or shall place those elements in the Registry Database operated by the Registry Operator.

3.2.3

In order to allow reconstitution of the Registry Database in the event of an otherwise unrecoverable technical failure or a change in the designated Registry Operator, within ten days of any such request by ICANN, Registrar shall submit an electronic database containing the data elements listed in Subsections 3.2.1.1 through 3.2.1.6 for all active records in the registry sponsored by Registrar, in a format specified by ICANN, to the Registry Operator for the appropriate TLD.

3.3 Public Access to Data on Registered Names. During the Term of this Agreement:

3.3.1 At its expense, Registrar shall provide an interactive web page and a port 43 Who is service providing free public query-based access to up-to-date (i.e., updated at least daily) data concerning all active Registered Names sponsored by Registrar for each TLD for which it is accredited. The data accessible shall consist of elements that are designated from time to time according to an ICANN adopted specification or policy. Until ICANN otherwise specifies by means of an ICANN adopted specification or policy, this data shall consist of the following elements as contained in Registrar’s database:

3.3.1.1	The name of the Registered Name;
3.3.1.2	The names of the primary nameserver and secondary nameserver(s) for the Registered Name;
3.3.1.3	The identity of Registrar (which may be provided through Registrar’s website);
3.3.1.4	The original creation date of the registration;
3.3.1.5	The expiration date of the registration;
3.3.1.6	The name and postal address of the Registered Name Holder;
3.3.1.7	The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the technical contact for the Registered Name; and

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3.3.1.8 The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the administrative contact for the Registered Name.

The appendix to this Agreement for a particular TLD may state substitute language for Subsections 3.3.1.1 through 3.3.1.8 as applicable to that TLD; in that event the substitute language shall replace and supersede Subsections 3.3.1.1 through 3.3.1.8 stated above for all purposes under this Agreement but only with respect to that particular TLD.

3.3.2	Upon receiving any updates to the data elements listed in Subsections 3.3.1.2, 3.3.1.3, and 3.3.1.5 through 3.3.1.8 from the Registered Name Holder, Registrar shall promptly update its database used to provide the public access described in Subsection 3.3.1.
3.3.3	Registrar may subcontract its obligation to provide the public access described in Subsection 3.3.1 and the updating described in Subsection 3.3.2, provided that Registrar shall remain fully responsible for the proper provision of the access and updating.
3.3.4	Registrar shall abide by any ICANN specification or policy established as a Consensus Policy according to Section 4 that requires registrars to cooperatively implement a distributed capability that provides query-based Whois search functionality across all registrars. If the Whois service implemented by registrars does not in a reasonable time provide reasonably robust, reliable, and convenient access to accurate and up-to-date data, the Registrar shall abide by any ICANN specification or policy established as a Consensus Policy according to Section 4 requiring Registrar, if reasonably determined by ICANN to be necessary (considering such possibilities as remedial action by specific registrars), to supply data from Registrar’s database to facilitate the development of a centralized Whois database for the purpose of providing comprehensive Registrar Whois search capability.
3.3.5	In providing query-based public access to registration data as required by Subsections 3.3.1 and 3.3.4, Registrar shall not impose terms and conditions on use of the data provided, except as permitted by policy established by ICANN. Unless and until ICANN establishes a different policy according to Section 4, Registrar shall permit use of data it provides in response to queries for any lawful purposes except to: (a) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass, unsolicited, commercial advertising or solicitations to entities other than the data recipient’s own existing customers; or (b) enable high volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.

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3.3.6 In addition, Registrar shall provide third-party bulk access to the data subject to public access under Subsection 3.3.1 under the following terms and conditions:

3.3.6.1	Registrar shall make a complete electronic copy of the data available at least one time per week for download by third parties who have entered into a bulk access agreement with Registrar.
3.3.6.2	Registrar may charge an annual fee, not to exceed US$10,000, for such bulk access to the data.
3.3.6.3	Registrar’s access agreement shall require the third party to agree not to use the data to allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass, unsolicited, commercial advertising or solicitations to entities other than such third party’s own existing customers.
3.3.6.4	Registrar’s access agreement shall require the third party to agree not to use the data to enable high-volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.
3.3.6.5	Registrar’s access agreement may require the third party to agree not to sell or redistribute the data except insofar as it has been incorporated by the third party into a value-added product or service that does not permit the extraction of a substantial portion of the bulk data from the value-added product or service for use by other parties.
3.3.6.6	Registrar may enable Registered Name Holders who are individuals to elect not to have Personal Data concerning their registrations available for bulk access for marketing purposes based on Registrar’s “Opt-Out” policy, and if Registrar has such a policy, Registrar shall require the third party to abide by the terms of that Opt-Out policy; provided, however, that Registrar may not use such data subject to opt-out for marketing purposes in its own value-added product or service.

3.3.7 Registrar’s obligations under Subsection 3.3.6 shall remain in effect until the earlier of (a) replacement of this policy with a different ICANN policy, established according to Section 4, governing bulk access to the data subject to public access under Subsection 3.3.1, or (b) demonstration, to the satisfaction of the United States Department of Commerce, that no individual or entity is able to exercise market

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power with respect to registrations or with respect to registration data used for development of value-added products and services by third parties.

3.3.8 To comply with applicable statutes and regulations and for other reasons, ICANN may from time to time adopt policies and specifications establishing limits (a) on the Personal Data concerning Registered Names that Registrar may make available to the public through a public-access service described in this Subsection 3.3 and (b) on the manner in which Registrar may make such data available. In the event ICANN adopts any such policy, Registrar shall abide by it.

3.4 Retention of Registered Name Holder and Registration Data.

3.4.1

During the Term of this Agreement, Registrar shall maintain its own electronic database, as updated from time to time, containing data for each active Registered Name sponsored by it within each TLD for which it is accredited. The data for each such registration shall include the elements listed in Subsections 3.3.1.1 through 3.3.1.8; the name and (where available) postal address, e-mail address, voice telephone number, and fax number of the billing contact; and any other Registry Data that Registrar has submitted to the Registry Operator or placed in the Registry Database under Subsection 3.2.

3.4.2

During the Term of this Agreement and for three years thereafter, Registrar (itself or by its agent(s)) shall maintain the following records relating to its dealings with the Registry Operator(s) and Registered Name Holders:

3.4.2.1	In electronic form, the submission date and time, and the content, of all registration data (including updates)submitted in electronic form to the Registry Operator(s);
3.4.2.2	In electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, or terminations and related correspondence with Registered Name Holders, including registration contracts; and
3.4.2.3	In electronic form, records of the accounts of all Registered Name Holders with Registrar, including dates and amounts of all payments and refunds.

3.4.3 During the Term of this Agreement and for three years thereafter, Registrar shall make these records available for inspection and copying by ICANN upon reasonable notice. ICANN shall not disclose the content of such records except as expressly permitted by an ICANN specification or policy.

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3.5	Rights in Data. Registrar disclaims all rights to exclusive ownership or use of the data elements listed in Subsections 3.2.1.1 through 3.2.1.3 for all Registered Names submitted by Registrar to the Registry Database for, or sponsored by Registrar in, each TLD for which it is accredited. Registrar does not disclaim rights in the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and Subsections 3.3.1.3 through 3.3.1.8 concerning active Registered Names sponsored by it in each TLD for which it is accredited, and agrees to grant non-exclusive, irrevocable, royalty-free licenses to make use of and disclose the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 for the purpose of providing a service or services (such as a Whois service under Subsection 3.3.4) providing interactive, query-based public access. Upon a change in sponsorship from Registrar of any Registered Name in a TLD for which it is accredited, Registrar acknowledges that the registrar gaining sponsorship shall have the rights of an owner to the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 concerning that Registered Name, with Registrar also retaining the rights of an owner in that data. Nothing in this Subsection prohibits Registrar from (1) restricting bulk public access to data elements in a manner consistent with this Agreement and any ICANN specifications or policies or (2) transferring rights it claims in data elements subject to the provisions of this Subsection.
3.6	Data Escrow. During the Term of this Agreement, on a schedule, under the terms, and in the format specified by ICANN, Registrar shall submit an electronic copy of the database described in Subsection 3.4.1 to ICANN or, at Registrar’selection and at its expense, to a reputable escrow agent mutually approved by Registrar and ICANN, such approval also not to be unreasonably withheld by either party. The data shall be held under an agreement among Registrar, ICANN, and the escrow agent (if any) providing that (1) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete, consistent, and in proper format, until released to ICANN; (2) the data shall be released from escrow upon expiration without renewal or termination of this Agreement; and (3) ICANN’s rights under the escrow agreement shall be assigned with any assignment of this Agreement. The escrow shall provide that in the event the escrow is released under this Subsection, ICANN (or its assignee) shall have a non-exclusive, irrevocable, royalty-free license to exercise (only for transitional purposes) or have exercised all rights necessary to provide Registrar Services.
3.7	Business Dealings, Including with Registered Name Holders.

3.7.1	In the event ICANN adopts a specification or policy, supported by a consensus of ICANN-Accredited registrars, establishing or approving a Code of Conduct for ICANN-Accredited registrars, Registrar shall abide by that Code.
3.7.2	Registrar shall abide by applicable laws and governmental regulations.
3.7.3	Registrar shall not represent to any actual or potential Registered Name Holder that Registrar enjoys access to a registry for which

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Registrar is Accredited that is superior to that of any other registrar Accredited for that registry.

3.7.4	Registrar shall not activate any Registered Name unless and until it is satisfied that it has received a reasonable assurance of payment of its registration fee. For this purpose, a charge to a credit card, general commercial terms extended to creditworthy customers, or other mechanism providing a similar level of assurance of payment shall be sufficient, provided that the obligation to pay becomes final and non-revocable by the Registered Name Holder upon activation of the registration.
3.7.5	Registrar shall register Registered Names to Registered Name Holders only for fixed periods. At the conclusion of the registration period, failure by or on behalf of the Registered Name Holder to pay a renewal fee within the time specified in a second notice or reminder shall, in the absence of extenuating circumstances, result in cancellation of the registration. In the event that ICANN adopts a specification or policy concerning procedures for handling expiration of registrations, Registrar shall abide by that specification or policy.
3.7.6	Registrar shall not insert or renew any Registered Name in any registry for which Registrar is accredited by ICANN in a manner contrary to an ICANN policy stating a list or specification of excluded Registered Names that is in effect at the time of insertion or renewal.
3.7.7	Registrar shall require all Registered Name Holders to enter into an electronic or paper registration agreement with Registrar including at least the following provisions:

3.7.7.1

The Registered Name Holder shall provide to Registrar accurate and reliable contact details and promptly correct and update them during the term of the Registered Name registration, including: the full name, postal address, e-mail address, voice telephone number, and fax number if available of the Registered Name Holder; name off authorized person for contact purposes in the case of an Registered Name Holder that is an organization, association, or corporation; and the data elements listed in Subsections 3.3.1.2, 3.3.1.7 and 3.3.1.8.

3.7.7.2

A Registered Name Holder’s willful provision of inaccurate or unreliable information, its willful failure promptly to update information provided to Registrar, or its failure to respond for over fifteen calendar days to inquiries by Registrar concerning the accuracy of contact details associated with the Registered Name Holder’s registration shall constitute a material breach of the Registered Name

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Holder-registrar contract and be a basis for cancellation of the Registered Name registration.

3.7.7.3

Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.

3.7.7.4

Registrar shall provide notice to each new or renewed Registered Name Holder stating:

3.7.7.4.1	The purposes for which any Personal Data collected from the applicant are intended;
3.7.7.4.2	The intended recipients or categories of recipients of the data (including the Registry Operator and others who will receive the data from Registry Operator);
3.7.7.4.3	Which data are obligatory and which data, if any, are voluntary; and
3.7.7.4.4	How the Registered Name Holder or datasubject can access and, if necessary, rectify the data held about them.

3.7.7.5	The Registered Name Holder shall consent to the data processing referred to in Subsection 3.7.7.4.
3.7.7.6	The Registered Name Holder shall represent that notice has been provided equivalent to that described in Subsection 3.7.7.4 to any third-party individuals whose Personal Data are supplied to Registrar by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that referred to in Subsection 3.7.7.5 of any such third-party individuals.
3.7.7.7	Registrar shall agree that it will not process the Personal Data collected from the Registered Name Holder in a way incompatible with the purposes and other limitations about

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which it has provided notice to the Registered Name Holder in accordance with Subsection 3.7.7.4 above.

3.7.7.8	Registrar shall agree that it will take reasonable precautions to protect Personal Data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
3.7.7.9	The Registered Name Holder shall represent that, to the best of the Registered Name Holder’s knowledge and belief, neither the registration of the Registered Name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.
3.7.7.10	For the adjudication of disputes concerning or arising from use of the Registered Name, the Registered Name Holder shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registered Name Holder’s domicile and
	(2) where Registrar is located.
3.7.7.11	The Registered Name Holder shall agree that its registration of the Registered Name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN adopted specification or policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN adopted specification or policy, (1) to correct mistakes by Registrar or the Registry Operator in registering the name or (2) for the resolution of disputes concerning the Registered Name.
3.7.7.12	The Registered Name Holder shall indemnify and hold harmless the Registry Operator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to the Registered Name Holder’s domain name registration.

3.7.8 Registrar shall abide by any specifications or policies established according to Section 4 requiring reasonable and commercially practicable (a) verification, at the time of registration, of contact information associated with a Registered Name sponsored by Registrar or (b) periodic re-verification of such information. Registrar shall, upon notification by any person of an inaccuracy in the contact information associated with a Registered Name sponsored by Registrar, take reasonable steps to investigate that claimed inaccuracy. In the event Registrar learns of inaccurate contact

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information associated with a Registered Name it sponsors, it shall take reasonable steps to correct that inaccuracy.

3.7.9	Registrar shall abide by any ICANN adopted specifications or policies prohibiting or restricting warehousing of or speculation in domain names by registrars.
3.7.10	Nothing in this Agreement prescribes or limits the amount Registrar may charge Registered Name Holders for registration of Registered Names.

3.8

Domain-Name Dispute Resolution.During the Term of this Agreement, Registrar shall have in place a policy and procedures for resolution of disputes concerning Registered Names. Until different policies and procedures are established by ICANN under Section 4, Registrar shall comply with the Uniform Domain Name Dispute Resolution Policy identified on ICANN’s website(www.icann.org/general/consensus-policies.htm).

3.9

Accreditation Fees. As a condition of accreditation, Registrar shall pay accreditation fees to ICANN. These fees consist of yearly and variable fees.

3.9.1	Yearly Accreditation Fee. Registrar shall pay ICANN a yearly accreditation fee in an amount established by the ICANN Board of Directors, in conformity with ICANN’s bylaws and articles of incorporation. This yearly accreditation fee shall not exceed US$4,000 for the first TLD for which Registrar is Accredited plus US$500 for each additional TLD for which Registrar is Accredited at any time during the year. Payment of the yearly fee shall be due within thirty days after invoice from ICANN.
3.9.2	Variable Accreditation Fee. Registrar shall pay the variable accreditation fees established by the ICANN Board of Directors, inconformity with ICANN’s bylaws and articles of incorporation, provided that in each case such fees are reasonably allocated among all registrars that contract with ICANN and that any such fees must be expressly approved by registrars accounting, in the aggregate, for payment of two-thirds of all registrar-level fees. Registrar shall pay such fees in a timely manner for so long as all material terms of this Agreement remain in full force and effect, and notwithstanding the pendency of any dispute between Registrar and ICANN.
3.9.3	On reasonable notice given by ICANN to Registrar, accountings submitted by Registrar shall be subject to verification by an audit of Registrar’s books and records by an independent third-party that shall preserve the confidentiality of such books and records (other than its findings as to the accuracy of, and any necessary corrections to, the accountings).

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3.10 Insurance. Registrar shall maintain in force commercial general liability insurance with policy limits of at least US$500,000 covering liabilities arising from Registrar’s registrar business during the term of this Agreement.

4 PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES,

4.1 Registrar’s Ongoing Obligation to Comply With New or Revised Specifications and Policies. During the Term of this Agreement, Registrar shall comply with the terms of this Agreement on the schedule set forth in Subsection 4.4, with

4.1.1	new or revised specifications (including forms of agreement to which Registrar is a party) and policies established by ICANN as Consensus Policies in the manner described in Subsection 4.3,
4.1.2	in cases where:

4.1.2.1	this Agreement expressly provides for compliance with revised specifications or policies established in the manner set forth in one or more subsections of this Section 4; or
4.1.2.2	the specification or policy concerns one or more topics described in Subsection 4.2.

4.2 Topics for New and Revised Specifications and Policies. New and revised specifications and policies may be established on the following topics:

4.2.1	issues for which uniform or coordinated resolution is reasonably necessary to facilitate interoperability, technical reliability, and/or operational stability of Registrar Services, Registry Services, the DNS,or the Internet;
4.2.2	registrar policies reasonably necessary to implement ICANN policies or specifications relating to a DNS registry or to Registry Services;
4.2.3	resolution of disputes concerning the registration of Registered Names (as opposed to the use of such domain names), including where the policies take into account use of the domain names;
4.2.4	principles for allocation of Registered Names (e.g., first-come/first-served, timely renewal, holding period after expiration);
4.2.5	prohibitions on warehousing of or speculation in domain names by registries or registrars;
4.2.6	maintenance of and access to accurate and up-to-date contact information regarding Registered Names and nameservers;
4.2.7	reservation of Registered Names that may not be registered initially or that may not be renewed due to reasons reasonably related to (a) avoidance of confusion among or misleading of users, (b) intellectual

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property, or (c) the technical management of the DNS or the Internet (e.g., “example.com” and names with single-letter/digit labels);

4.2.8	procedures to avoid disruptions of registration due to suspension or termination of operations by a registry operator or a registrar, including allocation of responsibility among continuing registrars of the Registered Names sponsored in a TLD by a registrar losing accreditation; and
4.2.9	the transfer of registration data upon a change in registrar sponsoring one or more Registered Names.

Nothing in this Subsection 4.2 shall limit Registrar’s obligations as set forth elsewhere in this Agreement.

4.3 Manner of Establishment of New and Revised Specifications and Policies.

4.3.1	“Consensus Policies” are those specifications or policies established based on a consensus among Internet stakeholders represented in the ICANN process, as demonstrated by (a) action of the ICANN Board of Directors establishing the specification or policy, (b) a recommendation, adopted by at least a two-thirds vote of the council of the ICANN Supporting Organization to which the matter is delegated, that the specification or policy should be established, and (c) a written report and supporting materials (which must include all substantive submissions to the Supporting Organization relating to the proposal) that (i) documents the extent of agreement and disagreement among impacted groups, (ii) documents the outreach process used to seek to achieve adequate representation of the views of groups that are likely to be impacted, and (iii) documents the nature and intensity of reasoned support and opposition to the proposed policy.
4.3.2	In the event that Registrar disputes the presence of such a consensus, it shall seek review of that issue from an Independent Review Panel established under ICANN’s bylaws. Such review must be sought within fifteen working days of the publication of the Board’s action establishing the policy. The decision of the panel shall be based on the report and supporting materials required by Subsection 4.3.1. In the event that Registrar seeks review and the Independent Review Panel sustains the Board’s determination that the policy is based on a consensus among Internet stakeholders represented in the ICANN process, then Registrar must implement such policy unless it promptly seeks and obtains a stay or injunctive relief under Subsection 5.6.
4.3.3	If, following a decision by the Independent Review Panel convened under Subsection 4.3.2, Registrar still disputes the presence of such a consensus, it may seek further review of that issue within fifteen

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working days of publication of the decision in accordance with the dispute resolution procedures set forth in Subsection 5.6; provided, however, that Registrar must continue to implement the policy unless it has obtained a stay or injunctive relief under Subsection 5.6 or a final decision is rendered in accordance with the provisions of Subsection 5.6 that relieves Registrar of such obligation. The decision in any such further review shall be based on the report and supporting materials required by Subsection 4.3.1.

4.3.4	A specification or policy established by the ICANN Board of Directors on a temporary basis, without a prior recommendation by the council of an ICANN Supporting Organization, shall also be considered to be a Consensus Policy if adopted by the ICANN Board of Directors by a vote of at least two-thirds of its members, so long as the Board reasonably determines that immediate temporary establishment of a specification or policy on the subject is necessary to maintain the operational stability of Registrar Services, Registry Services, the DNS, or the Internet, and that the proposed specification or policy is as narrowly tailored as feasible to achieve those objectives. In establishing any specification or policy under this provision, the ICANN Board of Directors shall state the period of time for which the specification or policy is temporarily adopted and shall immediately refer the matter to the appropriate Supporting Organization for its evaluation and review with a detailed explanation of its reasons for establishing the temporary specification or policy and why the Board believes the policy should receive the consensus support of Internet stakeholders. If the period of time for which the specification or policy is adopted exceeds ninety days, the Board shall reaffirm its temporary establishment every ninety days for a total period not to exceed one year, in order to maintain such specification or policy in effect until such time as it meets the standard set forth in Subsection 4.3.1. If the standard set forth in Subsection 4.3.1 is not met within the temporary period set by the Board, or the council of the Supporting Organization to which it has been referred votes to reject the temporary specification or policy, it will no longer be a “Consensus Policy.”
4.3.5	For all purposes under this Agreement, the policies specifically identified by ICANN on its website (www.icann.org/general/consensus-policies.htm) at the date of this Agreement as having been adopted by the ICANN Board of Directors before the date of this Agreement shall be treated in the same manner and have the same effect as “Consensus Policies” and accordingly shall not be subject to review under Subsection 4.3.2.
4.3.6	In the event that, at the time the ICANN Board of Directors establishes a specification or policy under Subsection 4.3.1 during the Term of this Agreement, ICANN does not have in place an Independent Review Panel established under ICANN’s bylaws, the fifteen-working-day period allowed under Subsection 4.3.2 to seek review shall be

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extended until fifteen working days after ICANN does have such an Independent Review Panel in place and Registrar shall not be obligated to comply with the specification or policy in the interim.

4.4 Time Allowed for Compliance. Registrar shall be afforded a reasonable period of time after receiving notice of the establishment of a specification or policy under Subsection 4.3 in which to comply with that specification or policy, taking into account any urgency involved.

5 MISCELLANEOUS PROVISIONS.

5.1	Specific Performance. While this Agreement is in effect, either party may seeks pecific performance of any provision of this Agreement in the manner provided in Section 5.6 below, provided the party seeking such performance is not in material breach of its obligations.
5.2	Termination of Agreement by Registrar. This Agreement may be terminated before its expiration by Registrar by giving ICANN thirty days written notice. Upon such termination by Registrar, Registrar shall not be entitled to any refund of fees paid to ICANN pursuant to this Agreement.
5.3	Termination of Agreement by ICANN. This Agreement may be terminated before its expiration by ICANN in any of the following circumstances:

5.3.1	There was a material misrepresentation, material inaccuracy, or materially misleading statement in Registrar’s application for accreditation or any material accompanying the application.
5.3.2	Registrar:

5.3.2.1	is convicted by a court of competent jurisdiction of a felony or other serious offense related to financial activities, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of those offenses; or
5.3.2.2	is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.

5.3.3	Any officer or director of Registrar is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN deems as the substantive equivalent of any of these; provided, such officer or director is not removed in such circumstances.
5.3.4	Registrar fails to cure any breach of this Agreement (other than a failure to comply with a policy adopted by ICANN during the term of this Agreement as to which Registrar is seeking, or still has time to seek, review under Subsection 4.3.2 of whether a consensus is

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present) within fifteen working days after ICANN gives Registrar notice of the breach.

5.3.5	Registrar fails to comply with a ruling granting specific performance under Subsections 5.1 and 5.6.
5.3.6	Registrar continues acting in a manner that ICANN has reasonably determined endangers the stability or operational integrity of the Internet after receiving three days notice of that determination.
5.3.7	Registrar becomes bankrupt or insolvent.

This Agreement may be terminated in circumstances described in Subsections 5.3.1 — 5.3.6 above only upon fifteen days written notice to Registrar (in the case of Subsection 5.3.4 occurring after Registrar’s failure to cure), with Registrar being given an opportunity during that time to initiate arbitration under Subsection 5.6 to determine the appropriateness of termination under this Agreement. In the event Registrar initiates litigation or arbitration concerning the appropriateness of termination by ICANN, the termination shall be stayed an additional thirty days to allow Registrar to obtain a stay of termination under Subsection 5.6 below. If Registrar acts in a manner that ICANN reasonably determines endangers the stability or operational integrity of the Internet and upon notice does not immediately cure, ICANN may suspend this Agreement for five working days pending ICANN’s application for more extended specific performance or injunctive relief under Subsection 5.6. This Agreement may be terminated immediately upon notice to Registrar in circumstance described in Subsection 5.3.7 above.

5.4 Term of Agreement; Renewal; Right to Substitute Updated Agreement. This Agreement shall be effective on the Effective Date and shall have an initial term running until the Expiration Date, unless sooner terminated. Thereafter, if Registrar seeks to continue its accreditation, it may apply for renewed accreditation, and shall be entitled to renewal provided it meets the ICANN-adopted specification or policy on accreditation criteria then in effect, is in compliance with its obligations under this Agreement, as it may be amended, and agrees to be bound by terms and conditions of the then-current Registrar accreditation agreement (which may differ from those of this Agreement) that ICANN adopts in accordance with Subsection 2.3 and Subsection 4.3. In connection with renewed accreditation, Registrar shall confirm its assent to the terms and conditions of the then-current Registrar accreditation agreement by signing that accreditation agreement. In the event that, during the Term of this Agreement, ICANN posts on its web site an updated form of registrar accreditation agreement applicable to Accredited registrars, Registrar (provided it has not received (1) a notice of breach that it has not cured or (2) a notice of termination of this Agreement under Subsection 5.3 above) may elect, by giving ICANN written notice, to enter an agreement in the updated form in place of this Agreement. In the event of such election, Registrar and ICANN shall promptly sign a new accreditation agreement that contains the provisions of the updated form posted on the web site, with the length of the term of the substituted

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agreement as stated in the updated form posted on the web site, calculated as if it commenced on the date this Agreement was made, and this Agreement will be deemed terminated.

5.5

Addition or Deletion of TLDs for Which Registrar Accredited. On the Effective Date, Registrar shall be accredited according to Subsection 2.1 for each TLD as to which an appendix executed by both parties is attached to this Agreement. During the Term of this Agreement, Registrar may request accreditation for any additional TLD(s) by signing an additional appendix for each additional TLD in the form prescribed by ICANN and submitting the appendix to ICANN. In the event ICANN agrees to the request, ICANN will sign the additional appendix and return a copy of it to Registrar. The mutually signed appendix shall thereafter be an appendix to this Agreement. During the Term of this Agreement, Registrar may abandon its accreditation for any TLD under this Agreement (provided that Registrar will thereafter remain accredited for at least one TLD under this Agreement) by giving ICANN written notice specifying the TLD as to which accreditation is being abandoned. The abandonment shall be effective thirty days after the notice is given.

5.6

Resolution of Disputes Under this Agreement. Disputes arising under or in connection with this Agreement, including (1) disputes arising from ICANN’s failure to renew Registrar’s accreditation and (2) requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of either party, by an arbitration conducted as provided in this Subsection 5.6 pursuant to the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. There shall be three arbitrators: each party shall choose one arbitrator and, if those two arbitrators do not agree on a third arbitrator, the third shall be chosen by the AAA. The parties shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrators to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys’ fees in connection with the arbitration, and the arbitrators may not reallocate the attorneys’ fees in conjunction with their award. The arbitrators shall render their decision within ninety days of the conclusion of the arbitration hearing. In the event Registrar initiates arbitration to contest the appropriateness of termination of this Agreement by ICANN, Registrar may at the same time request that the arbitration panel stay the termination until the arbitration decision is rendered, and that request shall have the effect of staying the termination until the arbitration panel has granted an ICANN request for specific performance and Registrar has failed to comply with such ruling. In the event Registrar initiates arbitration to contest an Independent Review Panel’s decision under Subsection 4.3.3 sustaining the Board’s determination that a specification or policy is supported by consensus, Registrar may at the same time request that the arbitration panel stay the requirement that it comply with the policy until the arbitration decision is rendered, and that request shall have the effect of staying the requirement until the decision or until the arbitration panel has granted an ICANN request for lifting of the stay. In all litigation involving ICANN concerning this Agreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction

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and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or in a court located in Los Angeles, California, USA, which shall not be a waiver of this arbitration agreement.

5.7	Limitations on Monetary Remedies for Violations of this Agreement. ICANN’s aggregate monetary liability for violations of this Agreement shall not exceed the amount of accreditation fees paid by Registrar to ICANN under Subsection 3.9 of this Agreement. Registrar’s monetary liability to ICANN for violations of this Agreement shall be limited to accreditation fees owing to ICANN under this Agreement. In no event shall either party be liable for special, indirect, incidental, punitive, exemplary, or consequential damages for any violation of this Agreement.
5.8	Handling by ICANN of Registrar-Supplied Data. Before receiving any Personal Data from Registrar, ICANN shall specify to Registrar in writing the purposes for and conditions under which ICANN intends to use the Personal Data. ICANN may from time to time provide Registrar with a revised specification of such purposes and conditions, which specification shall become effective no fewer than thirty days after it is provided to Registrar. ICANN shall not use Personal Data provided by Registrar for a purpose or under conditions inconsistent with the specification in effect when the Personal Data was provided. ICANN shall take reasonable steps to avoid uses of the Personal Data by third parties inconsistent with the specification.
5.9	Assignment. Either party may assign or transfer this Agreement only with the prior written consent of the other party, which shall not be unreasonably withheld, except that ICANN may, with the written approval of the United States Department of Commerce, assign this agreement by giving Registrar written notice of the assignment. In the event of assignment by ICANN, the assignee may, with the approval of the United States Department of Commerce, revise the definition of “Consensus Policy” to the extent necessary to meet the organizational circumstances of the assignee, provided the revised definition requires that Consensus Policies be based on a demonstrated consensus of Internet stakeholders.
5.10	No Third Party Beneficiaries. This Agreement shall not be construed to create any obligation by either ICANN or Registrar to any non-party to this Agreement, including any Registered Name Holder.
5.11	Notices, Designations, and Specifications. All notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Any notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile with receipt of confirmation of delivery, or when scheduled for delivery by internationally

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recognized courier service. Designations and specifications by ICANN under this Agreement shall be effective when written notice of them is deemed given to Registrar.

If to ICANN, addressed to:

Internet Corporation for Assigned Names and Numbers
Registrar Accreditation
4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Attention: General Counsel
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649

If to Registrar, addressed to:

Go Daddy Software, Inc.
an Arizona corporation
14455 North Hayden Road Suite 226
Scottsdale, Arizona 85260
USA

Attention: Tim Ruiz
Registrar Website URL: www.godaddy.com
Telephone: 480-505-8800
Facsimile: 480-505-8865
e-mail: tim@godaddy.com

5.12	Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Los Angeles, California, USA.
5.13	Language. All notices, designations, and specifications made under this Agreement shall be in the English language.
5.14	Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.
5.15	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5.16	Entire Agreement. Except to the extent (a) expressly provided in a written agreement executed by both parties concurrently herewith or (b) of written assurances provided by Registrar to ICANN in connection with its Accreditation, this Agreement (including the appendices, which form part of it) constitutes the

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entire agreement of the parties pertaining to the accreditation of Registrar and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT

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.BIZ APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.biz Appendix”) is a part.

     Registrar wishes to be accredited in the .biz TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .biz TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .biz TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .biz TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .biz Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

.COM APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.com Appendix”) is a part.

     Registrar wishes to be accredited in the .com TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .com TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .com TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .com TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .com Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name: ROBERT R. PARSONS
	Vice President, Business Operations	Title:   PRESIDENT
		Date:   JULY 12, 2005

.INFO APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.info Appendix”) is a part.

     Registrar wishes to be accredited in the .info TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .info TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .info TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .info TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .info Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

.NAME APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.name Appendix”) is a part.

     Registrar wishes to be accredited in the .name TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .name TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .name TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .name TLD.

     4. Data Submission. Pursuant to Subsection 3.2.1, as part of its registration for SLD E-mail forwarding, the Name Watch Service, and Defensive Registrations, Registrar shall submit to, or shall place in the Registry Database operated by, the Registry Operator for the TLD that Registry Operator, consistent with Appendix C to its Registry Agreement with ICANN, data elements Registry Operator requires be submitted to it.

     IN WITNESS WHEREOF, the parties hereto have caused this .name Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

.NET APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.net Appendix”) is a part.

     Registrar wishes to be accredited in the .net TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .net TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .net TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .net TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .net Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

.ORG APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.org Appendix”) is a part.

     Registrar wishes to be accredited in the .org TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .org TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .org TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .org TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .org Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

LOGO LICENSE APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Go Daddy Software, Inc., an Arizona corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“Logo License Appendix”) is a part. Definitions in the Registrar Accreditation Agreement apply in this Logo License Appendix.

     Registrar wishes to acquire from ICANN, and ICANN wishes to grant to Registrar, a license to use the trademarks listed below the signature block of this Logo License Appendix (“Trademarks”) in connection with Registrar’s role as an ICANN-accredited registrar. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

1 LICENSE

1.1	Grant of License. ICANN grants to Registrar a non-exclusive, worldwide right and license to use the Trademarks, during the term of this appendix and solely in connection with the provision and marketing of Registrar Services in order to indicate that Registrar is accredited as a registrar of domain names by ICANN. Except as provided in this subsection and Subsection 2.2 of the Registrar Accreditation Agreement, Registrar shall not use the Trademarks, any term, phrase, or design which is confusingly similar to the Trademarks or any portion of the Trademarks in any manner whatsoever.
1.2	Ownership of Trademarks. Any and all rights in the Trademarks that may be acquired by Registrar shall inure to the benefit of, and are herby assigned to, ICANN. Registrar shall not assert ownership of the Trademarks or any associated goodwill.
1.3	No Sublicense. Registrar shall not sublicense any of its rights under this appendix to any other person or entity (including any of Registrar’s resellers)without the prior written approval of ICANN.

2 REGISTRATION AND ENFORCEMENT

2.1 Registration. Registration and any other form of protection for the Trademarks shall only be obtained by ICANN in its name and at its expense.

2.2

Enforcement. Registrar shall promptly notify ICANN of any actual or suspected infringement of the Trademarks by third parties, including Registrar’s resellers or affiliates. ICANN shall have the sole discretion to initiate and maintain any legal proceedings against such third parties; Registrar shall not take any such actions without the prior written approval of ICANN; and ICANN shall retain any and all recoveries from such actions.

2.3

Further Assurances. Registrar agrees to execute such other documents and to take all such actions as ICANN may request to effect the terms of this appendix, including providing such materials (for example URLs and samples of any promotional materials bearing the Trademarks), cooperation, and assistance as may be reasonably required to assist ICANN in obtaining, maintaining, and

enforcing trademark registration(s) and any other form of protection for the Trademarks.

3 TERM AND TERMINATION

     This Logo License Appendix shall be effective from the date it is signed below by both parties until the Expiration Date, unless this appendix or the Registrar Accreditation Agreement is earlier terminated. Each party shall have the right to terminate this appendix at any time by giving the other party written notice. Upon expiration or termination of this appendix, Registrar shall immediately discontinue all use of the Trademarks.

     IN WITNESS WHEREOF, the parties have caused this Logo License Appendix to be executed by their duly authorized representatives.

ICANN		Go Daddy Software, Inc.
By:	/s/ Kurt J. Pritz	By:	/s/ Robert R. Parsons
	Kurt J. Pritz	Name:	ROBERT R. PARSONS
	Vice President, Business Operations	Title:	PRESIDENT
		Date:	JULY 12, 2005

TRADEMARKS:

1. ICANN Accredited Registrar

2.

EX-10.8

Exhibit 10.8

REGISTRAR ACCREDITATION AGREEMENT

This REGISTRAR ACCREDITATION AGREEMENT (“Agreement”) is by and between the Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation, and Wild West Domains, Inc., a Arizona Corporation (“Registrar”), and shall be deemed made on 1 February, 2002, at Los Angeles, California, USA.

1. DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:

1.1	“Accredit” means to identify and set minimum standards for the performance of registration functions, to recognize persons or entities meeting those standards, and to enter into an accreditation agreement that sets forth the rules and procedures applicable to the provision of Registrar Services.
1.2	“DNS” refers to the Internet domain-name system.
1.3	The “Effective Date” is 1 February, 2002.
1.4	The “Expiration Date” is 31 January, 2007.
1.5	“ICANN” refers to the Internet Corporation for Assigned Names and Numbers, a party to this Agreement.
1.6	“Personal Data” refers to data about any identified or identifiable natural person.
1.7	“Registered Name” refers to a domain name within the domain of a TLD that is the subject of an appendix to this Agreement, whether consisting of two or more (e.g., john.smith.name) levels, about which a TLD Registry Operator (or an affiliate engaged in providing Registry Services) maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. A name in a Registry Database may be a Registered Name even though it does not appear in a zone file (e.g., a registered but inactive name).
1.8	“Registered Name Holder” means the holder of a Registered Name.
1.9	The word “Registrar,” when appearing with an initial capital letter, refers to Wild West Domains, Inc., a party to this Agreement.
1.10	The word “registrar,” when appearing without an initial capital letter, refers to a person or entity that contracts with Registered Name Holders and with a Registry Operator and collects registration data about the Registered Name Holders and submits registration information for entry in the Registry Database.
1.11	“Registrar Services” means services provided by a registrar in connection with a TLD as to which it has an agreement with the TLD’s Registry Operator, and includes contracting with Registered Name Holders, collecting registration data about the Registered Name Holders, and submitting registration information for entry in the Registry Database.
1.12	“Registry Data” means all Registry Database data maintained in electronic form, and shall include TLD Zone-File Data, all data used to provide Registry Services and submitted by registrars in electronic form, and all other data used to provide Registry Services concerning particular domain name registrations or nameservers maintained in electronic form in a Registry Database.

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1.13	“Registry Database” means a database comprised of data about one or more DNS domain names within the domain of a registry that is used to generate either DNS resource records that are published authoritatively or responses to domain-name availability lookup requests or Whois queries, for some or all of those names.
1.14	A “Registry Operator” is the person or entity then responsible, in accordance with an agreement between ICANN (or its assignee) and that person or entity (those persons or entities) or, if that agreement is terminated or expires, in accordance with an agreement between the US Government and that person or entity (those persons or entities), for providing Registry Services for a specific TLD.
1.15	“Registry Services,” with respect to a particular TLD, shall have the meaning defined in the agreement between ICANN and the Registry Operator for that TLD.
1.16	A Registered Name is “sponsored” by the registrar that placed the record associated with that registration into the registry. Sponsorship of a registration may be changed at the express direction of the Registered Name Holder or, in the event a registrar loses accreditation, in accordance with then-current ICANN specifications and policies.
1.17	“Term of this Agreement” begins on the Effective Date and continues to the earlier of (a) the Expiration Date, or (b) termination of this Agreement.
1.18	A “TLD” is a top-level domain of the DNS.
1.19	“TLD Zone-File Data” means all data contained in a DNS zone file for the registry, or for any subdomain for which Registry Services are provided and that contains Registered Names, as provided to nameservers on the Internet.

2. ICANN OBLIGATIONS.

2.1	Accreditation. During the Term of this Agreement, Registrar is hereby accredited by ICANN to act as a registrar (including to insert and renew registration of Registered Names in the Registry Database) for the TLD(s) that are the subject of appendices to this Agreement according to Subsection 5.5.
2.2	Registrar Use of ICANN Name and Website. ICANN hereby grants to Registrar a non-exclusive, worldwide, royalty-free license during the Term of this Agreement (a) to state that it is accredited by ICANN as a registrar for each TLD that is the subject of an appendix to this Agreement and (b) to link to pages and documents within the ICANN web site. No other use of ICANN’s name or website is licensed hereby. This license may not be assigned or sublicensed by Registrar.
2.3	General Obligations of ICANN. With respect to all matters that impact the rights, obligations, or role of Registrar, ICANN shall during the Term of this Agreement:

2.3.1	exercise its responsibilities in an open and transparent manner;
2.3.2	not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;

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2.3.3	not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out Registrar for disparate treatment unless justified by substantial and reasonable cause; and
2.3.4	ensure, through its reconsideration and independent review policies, adequate appeal procedures for Registrar, to the extent it is adversely affected by ICANN standards, policies, procedures or practices.

3. REGISTRAR OBLIGATIONS.

3.1	Obligations to Provide Registrar Services. During the Term of this Agreement, Registrar agrees that it will operate as a registrar for each TLD for which it is accredited by ICANN in accordance with this Agreement.
3.2	Submission of Registered Name Holder Data to Registry. During the Term of this Agreement:

3.2.1 As part of its registration of Registered Names in a TLD as to which it is accredited, Registrar shall submit to, or shall place in the Registry Database operated by, the Registry Operator for the TLD the following data elements:

3.2.1.1	The name of the Registered Name being registered;
3.2.1.2	The IP addresses of the primary nameserver and secondary nameserver(s) for the Registered Name;
3.2.1.3	The corresponding names of those nameservers;
3.2.1.4	Unless automatically generated by the registry system, the identity of the Registrar;
3.2.1.5	Unless automatically generated by the registry system, the expiration date of the registration; and
3.2.1.6	Any other data the Registry Operator requires be submitted to it.

The appendix to this Agreement for a particular TLD may state substitute language for Subsections 3.2.1.1 through 3.2.1.6 as applicable to that TLD; in that event the substitute language shall replace and supersede Subsections 3.2.1.1 through 3.2.1.6 stated above for all purposes under this Agreement but only with respect to that particular TLD.

3.2.2	Within five (5) business days after receiving any updates from the Registered Name Holder to the data elements listed in Subsections 3.2.1.2, 3.1.2.3, and 3.2.1.6 for any Registered Name Registrar sponsors, Registrar shall submit the updated data elements to, or shall place those elements in the Registry Database operated by the Registry Operator.
3.2.3	In order to allow reconstitution of the Registry Database in the event of an otherwise unrecoverable technical failure or a change in the designated Registry Operator, within ten days of any such request by ICANN, Registrar

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shall submit an electronic database containing the data elements listed in Subsections 3.2.1.1 through 3.2.1.6 for all active records in the registry sponsored by Registrar, in a format specified by ICANN, to the Registry Operator for the appropriate TLD.

3.3 Public Access to Data on Registered Names. During the Term of this Agreement:

3.3.1 At its expense, Registrar shall provide an interactive web page and a port 43 Whois service providing free public query-based access to up-to-date (i.e., updated at least daily) data concerning all active Registered Names sponsored by Registrar for each TLD for which it is accredited. The data accessible shall consist of elements that are designated from time to time according to an ICANN adopted specification or policy. Until ICANN otherwise specifies by means of an ICANN adopted specification or policy, this data shall consist of the following elements as contained in Registrar’s database:

3.3.1.1	The name of the Registered Name;
3.3.1.2	The names of the primary nameserver and secondary nameserver(s) for the Registered Name;
3.3.1.3	The identity of Registrar (which may be provided through Registrar’s website);
3.3.1.4	The original creation date of the registration;
3.3.1.5	The expiration date of the registration;
3.3.1.6	The name and postal address of the Registered Name Holder;
3.3.1.7	The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the technical contact for the Registered Name; and
3.3.1.8	The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the administrative contact for the Registered Name.

The appendix to this Agreement for a particular TLD may state substitute language for Subsections 3.3.1.1 through 3.3.1.8 as applicable to that TLD; in that event the substitute language shall replace and supersede Subsections 3.3.1.1 through 3.3.1.8 stated above for all purposes under this Agreement but only with respect to that particular TLD.

3.3.2 Upon receiving any updates to the data elements listed in Subsections 3.3.1.2, 3.3.1.3, and 3.3.1.5 through 3.3.1.8 from the Registered Name Holder, Registrar shall promptly update its database used to provide the public access described in Subsection 3.3.1.

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3.3.3	Registrar may subcontract its obligation to provide the public access described in Subsection 3.3.1 and the updating described in Subsection 3.3.2, provided that Registrar shall remain fully responsible for the proper provision of the access and updating.
3.3.4	Registrar shall abide by any ICANN specification or policy established as a Consensus Policy according to Section 4 that requires registrars to cooperatively implement a distributed capability that provides query-based Whois search functionality across all registrars. If the Whois service implemented by registrars does not in a reasonable time provide reasonably robust, reliable, and convenient access to accurate and up-to-date data, the Registrar shall abide by any ICANN specification or policy established as a Consensus Policy according to Section 4 requiring Registrar, if reasonably determined by ICANN to be necessary (considering such possibilities as remedial action by specific registrars), to supply data from Registrar’s database to facilitate the development of a centralized Whois database for the purpose of providing comprehensive Registrar Whois search capability.
3.3.5	In providing query-based public access to registration data as required by Subsections 3.3.1 and 3.3.4, Registrar shall not impose terms and conditions on use of the data provided, except as permitted by policy established by ICANN. Unless and until ICANN establishes a different policy according to Section 4, Registrar shall permit use of data it provides in response to queries for any lawful purposes except to: (a) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass, unsolicited, commercial advertising or solicitations to entities other than the data recipient’s own existing customers; or (b) enable high volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.
3.3.6	In addition, Registrar shall provide third-party bulk access to the data subject to public access under Subsection 3.3.1 under the following terms and conditions:

3.3.6.1	Registrar shall make a complete electronic copy of the data available at least one time per week for download by third parties who have entered into a bulk access agreement with Registrar.
3.3.6.2	Registrar may charge an annual fee, not to exceed US$10,000, for such bulk access to the data.
3.3.6.3	Registrar’s access agreement shall require the third party to agree not to use the data to allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass, unsolicited, commercial advertising or solicitations to entities other than such third party’s own existing customers.

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3.3.6.4	Registrar’s access agreement shall require the third party to agree not to use the data to enable high-volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.
3.3.6.5	Registrar’s access agreement may require the third party to agree not to sell or redistribute the data except insofar as it has been incorporated by the third party into a value-added product or service that does not permit the extraction of a substantial portion of the bulk data from the value-added product or service for use by other parties.
3.3.6.6	Registrar may enable Registered Name Holders who are individuals to elect not to have Personal Data concerning their registrations available for bulk access for marketing purposes based on Registrar’s “Opt-Out” policy, and if Registrar has such a policy, Registrar shall require the third party to abide by the terms of that Opt-Out policy; provided, however, that Registrar may not use such data subject to opt-out for marketing purposes in its own value-added product or service.

3.3.7

Registrar’s obligations under Subsection 3.3.6 shall remain in effect until the earlier of (a) replacement of this policy with a different ICANN policy, established according to Section 4, governing bulk access to the data subject to public access under Subsection 3.3.1, or (b) demonstration, to the satisfaction of the United States Department of Commerce, that no individual or entity is able to exercise market power with respect to registrations or with respect to registration data used for development of value-added products and services by third parties.

3.3.8

To comply with applicable statutes and regulations and for other reasons, ICANN may from time to time adopt policies and specifications establishing limits (a) on the Personal Data concerning Registered Names that Registrar may make available to the public through a public-access service described in this Subsection 3.3 and (b) on the manner in which Registrar may make such data available. In the event ICANN adopts any such policy, Registrar shall abide by it.

3.4 Retention of Registered Name Holder and Registration Data.

3.4.1 During the Term of this Agreement, Registrar shall maintain its own electronic database, as updated from time to time, containing data for each active Registered Name sponsored by it within each TLD for which it is accredited. The data for each such registration shall include the elements listed in Subsections 3.3.1.1 through 3.3.1.8; the name and (where available) postal address, e-mail address, voice telephone number, and fax number of the billing contact; and any other Registry Data that Registrar has submitted

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to the Registry Operator or placed in the Registry Database under Subsection 3.2.

3.4.2 During the Term of this Agreement and for three years thereafter, Registrar (itself or by its agent(s)) shall maintain the following records relating to its dealings with the Registry Operator(s) and Registered Name Holders:

3.4.2.1	In electronic form, the submission date and time, and the content, of all registration data (including updates) submitted in electronic form to the Registry Operator(s);
3.4.2.2	In electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, or terminations and related correspondence with Registered Name Holders, including registration contracts; and
3.4.2.3	In electronic form, records of the accounts of all Registered Name Holders with Registrar, including dates and amounts of all payments and refunds.

3.4.3 During the Term of this Agreement and for three years thereafter, Registrar shall make these records available for inspection and copying by ICANN upon reasonable notice. ICANN shall not disclose the content of such records except as expressly permitted by an ICANN specification or policy.

3.5

Rights in Data. Registrar disclaims all rights to exclusive ownership or use of the data elements listed in Subsections 3.2.1.1 through 3.2.1.3 for all Registered Names submitted by Registrar to the Registry Database for, or sponsored by Registrar in, each TLD for which it is accredited. Registrar does not disclaim rights in the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and Subsections 3.3.1.3 through 3.3.1.8 concerning active Registered Names sponsored by it in each TLD for which it is accredited, and agrees to grant non-exclusive, irrevocable, royalty-free licenses to make use of and disclose the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 for the purpose of providing a service or services (such as a Whois service under Subsection 3.3.4) providing interactive, query-based public access. Upon a change in sponsorship from Registrar of any Registered Name in a TLD for which it is accredited, Registrar acknowledges that the registrar gaining sponsorship shall have the rights of an owner to the data elements listed in Subsections 3.2.1.4 through 3.2.1.6 and 3.3.1.3 through 3.3.1.8 concerning that Registered Name, with Registrar also retaining the rights of an owner in that data. Nothing in this Subsection prohibits Registrar from (1) restricting bulk public access to data elements in a manner consistent with this Agreement and any ICANN specifications or policies or (2) transferring rights it claims in data elements subject to the provisions of this Subsection.

3.6

Data Escrow. During the Term of this Agreement, on a schedule, under the terms, and in the format specified by ICANN, Registrar shall submit an electronic copy of the database described in Subsection 3.4.1 to ICANN or, at Registrar’s election and at its expense, to a reputable escrow agent mutually approved by Registrar and ICANN, such approval also

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not to be unreasonably withheld by either party. The data shall be held under an agreement among Registrar, ICANN, and the escrow agent (if any) providing that (1) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete, consistent, and in proper format, until released to ICANN; (2) the data shall be released from escrow upon expiration without renewal or termination of this Agreement; and (3) ICANN’s rights under the escrow agreement shall be assigned with any assignment of this Agreement. The escrow shall provide that in the event the escrow is released under this Subsection, ICANN (or its assignee) shall have a non-exclusive, irrevocable, royalty-free license to exercise (only for transitional purposes) or have exercised all rights necessary to provide Registrar Services.

3.7

Business Dealings, Including with Registered Name Holders.

3.7.1	In the event ICANN adopts a specification or policy, supported by a consensus of ICANN-Accredited registrars, establishing or approving a Code of Conduct for ICANN-Accredited registrars, Registrar shall abide by that Code.
3.7.2	Registrar shall abide by applicable laws and governmental regulations.
3.7.3	Registrar shall not represent to any actual or potential Registered Name Holder that Registrar enjoys access to a registry for which Registrar is Accredited that is superior to that of any other registrar Accredited for that registry.
3.7.4	Registrar shall not activate any Registered Name unless and until it is satisfied that it has received a reasonable assurance of payment of its registration fee. For this purpose, a charge to a credit card, general commercial terms extended to creditworthy customers, or other mechanism providing a similar level of assurance of payment shall be sufficient, provided that the obligation to pay becomes final and non-revocable by the Registered Name Holder upon activation of the registration.
3.7.5	Registrar shall register Registered Names to Registered Name Holders only for fixed periods. At the conclusion of the registration period, failure by or on behalf of the Registered Name Holder to pay a renewal fee within the time specified in a second notice or reminder shall, in the absence of extenuating circumstances, result in cancellation of the registration. In the event that ICANN adopts a specification or policy concerning procedures for handling expiration of registrations, Registrar shall abide by that specification or policy.
3.7.6	Registrar shall not insert or renew any Registered Name in any registry for which Registrar is accredited by ICANN in a manner contrary to an ICANN policy stating a list or specification of excluded Registered Names that is in effect at the time of insertion or renewal.
3.7.7	Registrar shall require all Registered Name Holders to enter into an electronic or paper registration agreement with Registrar including at least the following provisions:

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3.7.7.1	The Registered Name Holder shall provide to Registrar accurate and reliable contact details and promptly correct and update them during the term of the Registered Name registration, including: the full name, postal address, e-mail address, voice telephone number, and fax number if available of the Registered Name Holder; name of authorized person for contact purposes in the case of an Registered Name Holder that is an organization, association, or corporation; and the data elements listed in Subsections 3.3.1.2, 3.3.1.7 and 3.3.1.8.
3.7.7.2	A Registered Name Holder’s willful provision of inaccurate or unreliable information, its willful failure promptly to update information provided to Registrar, or its failure to respond for over fifteen calendar days to inquiries by Registrar concerning the accuracy of contact details associated with the Registered Name Holder’s registration shall constitute a material breach of the Registered Name Holder-registrar contract and be a basis for cancellation of the Registered Name registration.
3.7.7.3	Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.
3.7.7.4	Registrar shall provide notice to each new or renewed Registered Name Holder stating:

3.7.7.4.1	The purposes for which any Personal Data collected from the applicant are intended;
3.7.7.4.2	The intended recipients or categories of recipients of the data (including the Registry Operator and others who will receive the data from Registry Operator);
3.7.7.4.3	Which data are obligatory and which data, if any, are voluntary; and
3.7.7.4.4	How the Registered Name Holder or data subject can access and, if necessary, rectify the data held about them.

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3.7.7.5	The Registered Name Holder shall consent to the data processing referred to in Subsection 3.7.7.4.
3.7.7.6	The Registered Name Holder shall represent that notice has been provided equivalent to that described in Subsection 3.7.7.4 to any third-party individuals whose Personal Data are supplied to Registrar by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that referred to in Subsection 3.7.7.5 of any such third-party individuals.
3.7.7.7	Registrar shall agree that it will not process the Personal Data collected from the Registered Name Holder in a way incompatible with the purposes and other limitations about which it has provided notice to the Registered Name Holder in accordance with Subsection 3.7.7.4 above.
3.7.7.8	Registrar shall agree that it will take reasonable precautions to protect Personal Data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.
3.7.7.9	The Registered Name Holder shall represent that, to the best of the Registered Name Holder’s knowledge and belief, neither the registration of the Registered Name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.
3.7.7.10	For the adjudication of disputes concerning or arising from use of the Registered Name, the Registered Name Holder shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registered Name Holder’s domicile and (2) where Registrar is located.
3.7.7.11	The Registered Name Holder shall agree that its registration of the Registered Name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN adopted specification or policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN adopted specification or policy, (1) to correct mistakes by Registrar or the Registry Operator in registering the name or (2) for the resolution of disputes concerning the Registered Name.
3.7.7.12	The Registered Name Holder shall indemnify and hold harmless the Registry Operator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to the Registered Name Holder’s domain name registration.

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3.7.8	Registrar shall abide by any specifications or policies established according to Section 4 requiring reasonable and commercially practicable (a) verification, at the time of registration, of contact information associated with a Registered Name sponsored by Registrar or (b) periodic re-verification of such information. Registrar shall, upon notification by any person of an inaccuracy in the contact information associated with a Registered Name sponsored by Registrar, take reasonable steps to investigate that claimed inaccuracy. In the event Registrar learns of inaccurate contact information associated with a Registered Name it sponsors, it shall take reasonable steps to correct that inaccuracy.
3.7.9	Registrar shall abide by any ICANN adopted specifications or policies prohibiting or restricting warehousing of or speculation in domain names by registrars.
3.7.10	Nothing in this Agreement prescribes or limits the amount Registrar may charge Registered Name Holders for registration of Registered Names.

3.8

Domain-Name Dispute Resolution. During the Term of this Agreement, Registrar shall have in place a policy and procedures for resolution of disputes concerning Registered Names. Until different policies and procedures are established by ICANN under Section 4, Registrar shall comply with the Uniform Domain Name Dispute Resolution Policy identified on ICANN’s website (www.icann.org/general/consensus-policies.htm).

3.9

Accreditation Fees. As a condition of accreditation, Registrar shall pay accreditation fees to ICANN. These fees consist of yearly and variable fees.

3.9.1	Yearly Accreditation Fee. Registrar shall pay ICANN a yearly accreditation fee in an amount established by the ICANN Board of Directors, in conformity with ICANN’s bylaws and articles of incorporation. This yearly accreditation fee shall not exceed US$4,000 for the first TLD for which Registrar is Accredited plus US$500 for each additional TLD for which Registrar is Accredited at any time during the year. Payment of the yearly fee shall be due within thirty days after invoice from ICANN.
3.9.2	Variable Accreditation Fee. Registrar shall pay the variable accreditation fees established by the ICANN Board of Directors, in conformity with ICANN’s bylaws and articles of incorporation, provided that in each case such fees are reasonably allocated among all registrars that contract with ICANN and that any such fees must be expressly approved by registrars accounting, in the aggregate, for payment of two-thirds of all registrar-level fees. Registrar shall pay such fees in a timely manner for so long as all material terms of this Agreement remain in full force and effect, and notwithstanding the pendency of any dispute between Registrar and ICANN.
3.9.3	On reasonable notice given by ICANN to Registrar, accountings submitted by Registrar shall be subject to verification by an audit of Registrar’s books and records by an independent third-party that shall preserve the confidentiality of such books and records (other than its findings as to the accuracy of, and any necessary corrections to, the accountings).

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3.10 Insurance. Registrar shall maintain in force commercial general liability insurance with policy limits of at least US$500,000 covering liabilities arising from Registrar’s registrar business during the term of this Agreement.

4. PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES.

4.1 Registrar’s Ongoing Obligation to Comply With New or Revised Specifications and Policies. During the Term of this Agreement, Registrar shall comply with the terms of this Agreement on the schedule set forth in Subsection 4.4, with

4.1.1	new or revised specifications (including forms of agreement to which Registrar is a party) and policies established by ICANN as Consensus Policies in the manner described in Subsection 4.3,
4.1.2	in cases where:

4.1.2.1	this Agreement expressly provides for compliance with revised specifications or policies established in the manner set forth in one or more subsections of this Section 4; or
4.1.2.2	the specification or policy concerns one or more topics described in Subsection 4.2.

4.2 Topics for New and Revised Specifications and Policies. New and revised specifications and policies may be established on the following topics:

4.2.1	issues for which uniform or coordinated resolution is reasonably necessary to facilitate interoperability, technical reliability, and/or operational stability of Registrar Services, Registry Services, the DNS, or the Internet;
4.2.2	registrar policies reasonably necessary to implement ICANN policies or specifications relating to a DNS registry or to Registry Services;
4.2.3	resolution of disputes concerning the registration of Registered Names (as opposed to the use of such domain names), including where the policies take into account use of the domain names;
4.2.4	principles for allocation of Registered Names (e.g., first-come/first-served, timely renewal, holding period after expiration);
4.2.5	prohibitions on warehousing of or speculation in domain names by registries or registrars;
4.2.6	maintenance of and access to accurate and up-to-date contact information regarding Registered Names and nameservers;
4.2.7	reservation of Registered Names that may not be registered initially or that may not be renewed due to reasons reasonably related to (a) avoidance of confusion among or misleading of users, (b) intellectual property, or (c) the

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	technical management of the DNS or the Internet (e.g., “example.com” and names with single-letter/digit labels);
4.2.8	procedures to avoid disruptions of registration due to suspension or termination of operations by a registry operator or a registrar, including allocation of responsibility among continuing registrars of the Registered Names sponsored in a TLD by a registrar losing accreditation; and
4.2.9	the transfer of registration data upon a change in registrar sponsoring one or more Registered Names.

Nothing in this Subsection 4.2 shall limit Registrar’s obligations as set forth elsewhere in this Agreement.

4.3 Manner of Establishment of New and Revised Specifications and Policies.

4.3.1	“Consensus Policies” are those specifications or policies established based on a consensus among Internet stakeholders represented in the ICANN process, as demonstrated by (a) action of the ICANN Board of Directors establishing the specification or policy, (b) a recommendation, adopted by at least a two-thirds vote of the council of the ICANN Supporting Organization to which the matter is delegated, that the specification or policy should be established, and (c) a written report and supporting materials (which must include all substantive submissions to the Supporting Organization relating to the proposal) that (i) documents the extent of agreement and disagreement among impacted groups, (ii) documents the outreach process used to seek to achieve adequate representation of the views of groups that are likely to be impacted, and (iii) documents the nature and intensity of reasoned support and opposition to the proposed policy.
4.3.2	In the event that Registrar disputes the presence of such a consensus, it shall seek review of that issue from an Independent Review Panel established under ICANN’s bylaws. Such review must be sought within fifteen working days of the publication of the Board’s action establishing the policy. The decision of the panel shall be based on the report and supporting materials required by Subsection 4.3.1. In the event that Registrar seeks review and the Independent Review Panel sustains the Board’s determination that the policy is based on a consensus among Internet stakeholders represented in the ICANN process, then Registrar must implement such policy unless it promptly seeks and obtains a stay or injunctive relief under Subsection 5.6.
4.3.3	If, following a decision by the Independent Review Panel convened under Subsection 4.3.2, Registrar still disputes the presence of such a consensus, it may seek further review of that issue within fifteen working days of publication of the decision in accordance with the dispute resolution procedures set forth in Subsection 5.6; provided, however, that Registrar must continue to implement the policy unless it has obtained a stay or injunctive relief under Subsection 5.6 or a final decision is rendered in accordance with the provisions of Subsection 5.6 that relieves Registrar of

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	such obligation. The decision in any such further review shall be based on the report and supporting materials required by Subsection 4.3.1.
4.3.4	A specification or policy established by the ICANN Board of Directors on a temporary basis, without a prior recommendation by the council of an ICANN Supporting Organization, shall also be considered to be a Consensus Policy if adopted by the ICANN Board of Directors by a vote of at least two-thirds of its members, so long as the Board reasonably determines that immediate temporary establishment of a specification or policy on the subject is necessary to maintain the operational stability of Registrar Services, Registry Services, the DNS, or the Internet, and that the proposed specification or policy is as narrowly tailored as feasible to achieve those objectives. In establishing any specification or policy under this provision, the ICANN Board of Directors shall state the period of time for which the specification or policy is temporarily adopted and shall immediately refer the matter to the appropriate Supporting Organization for its evaluation and review with a detailed explanation of its reasons for establishing the temporary specification or policy and why the Board believes the policy should receive the consensus support of Internet stakeholders. If the period of time for which the specification or policy is adopted exceeds ninety days, the Board shall reaffirm its temporary establishment every ninety days for a total period not to exceed one year, in order to maintain such specification or policy in effect until such time as it meets the standard set forth in Subsection 4.3.1. If the standard set forth in Subsection 4.3.1 is not met within the temporary period set by the Board, or the council of the Supporting Organization to which it has been referred votes to reject the temporary specification or policy, it will no longer be a “Consensus Policy.”
4.3.5	For all purposes under this Agreement, the policies specifically identified by ICANN on its website (www.icann.org/general/consensus-policies.htm) at the date of this Agreement as having been adopted by the ICANN Board of Directors before the date of this Agreement shall be treated in the same manner and have the same effect as “Consensus Policies” and accordingly shall not be subject to review under Subsection 4.3.2.
4.3.6	In the event that, at the time the ICANN Board of Directors establishes a specification or policy under Subsection 4.3.1 during the Term of this Agreement, ICANN does not have in place an Independent Review Panel established under ICANN’s bylaws, the fifteen-working-day period allowed under Subsection 4.3.2 to seek review shall be extended until fifteen working days after ICANN does have such an Independent Review Panel in place and Registrar shall not be obligated to comply with the specification or policy in the interim.

4.4 Time Allowed for Compliance. Registrar shall be afforded a reasonable period of time after receiving notice of the establishment of a specification or policy under Subsection 4.3 in which to comply with that specification or policy, taking into account any urgency involved.

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5. MISCELLANEOUS PROVISIONS.

5.1	Specific Performance. While this Agreement is in effect, either party may seek specific performance of any provision of this Agreement in the manner provided in Section 5.6 below, provided the party seeking such performance is not in material breach of its obligations.
5.2	Termination of Agreement by Registrar. This Agreement may be terminated before its expiration by Registrar by giving ICANN thirty days written notice. Upon such termination by Registrar, Registrar shall not be entitled to any refund of fees paid to ICANN pursuant to this Agreement.
5.3	Termination of Agreement by ICANN. This Agreement may be terminated before its expiration by ICANN in any of the following circumstances:

5.3.1	There was a material misrepresentation, material inaccuracy, or materially misleading statement in Registrar’s application for accreditation or any material accompanying the application.
5.3.2	Registrar:

5.3.2.1	is convicted by a court of competent jurisdiction of a felony or other serious offense related to financial activities, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of those offenses; or
5.3.2.2	is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.

5.3.3	Any officer or director of Registrar is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN deems as the substantive equivalent of any of these; provided, such officer or director is not removed in such circumstances.
5.3.4	Registrar fails to cure any breach of this Agreement (other than a failure to comply with a policy adopted by ICANN during the term of this Agreement as to which Registrar is seeking, or still has time to seek, review under Subsection 4.3.2 of whether a consensus is present) within fifteen working days after ICANN gives Registrar notice of the breach.
5.3.5	Registrar fails to comply with a ruling granting specific performance under Subsections 5.1 and 5.6.
5.3.6	Registrar continues acting in a manner that ICANN has reasonably determined endangers the stability or operational integrity of the Internet after receiving three days notice of that determination.

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5.3.7 Registrar becomes bankrupt or insolvent.

This Agreement may be terminated in circumstances described in Subsections 5.3.1 — 5.3.6 above only upon fifteen days written notice to Registrar (in the case of Subsection 5.3.4 occurring after Registrar’s failure to cure), with Registrar being given an opportunity during that time to initiate arbitration under Subsection 5.6 to determine the appropriateness of termination under this Agreement. In the event Registrar initiates litigation or arbitration concerning the appropriateness of termination by ICANN, the termination shall be stayed an additional thirty days to allow Registrar to obtain a stay of termination under Subsection 5.6 below. If Registrar acts in a manner that ICANN reasonably determines endangers the stability or operational integrity of the Internet and upon notice does not immediately cure, ICANN may suspend this Agreement for five working days pending ICANN’s application for more extended specific performance or injunctive relief under Subsection 5.6. This Agreement may be terminated immediately upon notice to Registrar in circumstance described in Subsection 5.3.7 above.

5.4

Term of Agreement; Renewal; Right to Substitute Updated Agreement. This Agreement shall be effective on the Effective Date and shall have an initial term running until the Expiration Date, unless sooner terminated. Thereafter, if Registrar seeks to continue its accreditation, it may apply for renewed accreditation, and shall be entitled to renewal provided it meets the ICANN-adopted specification or policy on accreditation criteria then in effect, is in compliance with its obligations under this Agreement, as it may be amended, and agrees to be bound by terms and conditions of the then-current Registrar accreditation agreement (which may differ from those of this Agreement) that ICANN adopts in accordance with Subsection 2.3 and Subsection 4.3. In connection with renewed accreditation, Registrar shall confirm its assent to the terms and conditions of the then-current Registrar accreditation agreement by signing that accreditation agreement. In the event that, during the Term of this Agreement, ICANN posts on its web site an updated form of registrar accreditation agreement applicable to Accredited registrars, Registrar (provided it has not received (1) a notice of breach that it has not cured or (2) a notice of termination of this Agreement under Subsection 5.3 above) may elect, by giving ICANN written notice, to enter an agreement in the updated form in place of this Agreement. In the event of such election, Registrar and ICANN shall promptly sign a new accreditation agreement that contains the provisions of the updated form posted on the web site, with the length of the term of the substituted agreement as stated in the updated form posted on the web site, calculated as if it commenced on the date this Agreement was made, and this Agreement will be deemed terminated.

5.5

Addition or Deletion of TLDs for Which Registrar Accredited. On the Effective Date, Registrar shall be accredited according to Subsection 2.1 for each TLD as to which an appendix executed by both parties is attached to this Agreement. During the Term of this Agreement, Registrar may request accreditation for any additional TLD(s) by signing an additional appendix for each additional TLD in the form prescribed by ICANN and submitting the appendix to ICANN. In the event ICANN agrees to the request, ICANN will sign the additional appendix and return a copy of it to Registrar. The mutually signed appendix shall thereafter be an appendix to this Agreement. During the Term of this Agreement, Registrar may abandon its accreditation for any TLD under this Agreement (provided that Registrar will thereafter remain accredited for at least one TLD under this Agreement) by giving ICANN written notice specifying the TLD as to which

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	accreditation is being abandoned. The abandonment shall be effective thirty days after the notice is given.
5.6	Resolution of Disputes Under this Agreement. Disputes arising under or in connection with this Agreement, including (1) disputes arising from ICANN’s failure to renew Registrar’s accreditation and (2) requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of either party, by an arbitration conducted as provided in this Subsection 5.6 pursuant to the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. There shall be three arbitrators: each party shall choose one arbitrator and, if those two arbitrators do not agree on a third arbitrator, the third shall be chosen by the AAA. The parties shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrators to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys’ fees in connection with the arbitration, and the arbitrators may not reallocate the attorneys’ fees in conjunction with their award. The arbitrators shall render their decision within ninety days of the conclusion of the arbitration hearing. In the event Registrar initiates arbitration to contest the appropriateness of termination of this Agreement by ICANN, Registrar may at the same time request that the arbitration panel stay the termination until the arbitration decision is rendered, and that request shall have the effect of staying the termination until the arbitration panel has granted an ICANN request for specific performance and Registrar has failed to comply with such ruling. In the event Registrar initiates arbitration to contest an Independent Review Panel’s decision under Subsection 4.3.3 sustaining the Board’s determination that a specification or policy is supported by consensus, Registrar may at the same time request that the arbitration panel stay the requirement that it comply with the policy until the arbitration decision is rendered, and that request shall have the effect of staying the requirement until the decision or until the arbitration panel has granted an ICANN request for lifting of the stay. In all litigation involving ICANN concerning this Agreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or in a court located in Los Angeles, California, USA, which shall not be a waiver of this arbitration agreement.
5.7	Limitations on Monetary Remedies for Violations of this Agreement. ICANN’s aggregate monetary liability for violations of this Agreement shall not exceed the amount of accreditation fees paid by Registrar to ICANN under Subsection 3.9 of this Agreement. Registrar’s monetary liability to ICANN for violations of this Agreement shall be limited to accreditation fees owing to ICANN under this Agreement. In no event shall either party be liable for special, indirect, incidental, punitive, exemplary, or consequential damages for any violation of this Agreement.
5.8	Handling by ICANN of Registrar-Supplied Data. Before receiving any Personal Data from Registrar, ICANN shall specify to Registrar in writing the purposes for and conditions under which ICANN intends to use the Personal Data. ICANN may from time to time provide Registrar with a revised specification of such purposes and conditions,

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	which specification shall become effective no fewer than thirty days after it is provided to Registrar. ICANN shall not use Personal Data provided by Registrar for a purpose or under conditions inconsistent with the specification in effect when the Personal Data was provided. ICANN shall take reasonable steps to avoid uses of the Personal Data by third parties inconsistent with the specification.
5.9	Assignment. Either party may assign or transfer this Agreement only with the prior written consent of the other party, which shall not be unreasonably withheld, except that ICANN may, with the written approval of the United States Department of Commerce, assign this agreement by giving Registrar written notice of the assignment. In the event of assignment by ICANN, the assignee may, with the approval of the United States Department of Commerce, revise the definition of “Consensus Policy” to the extent necessary to meet the organizational circumstances of the assignee, provided the revised definition requires that Consensus Policies be based on a demonstrated consensus of Internet stakeholders.
5.10	No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by either ICANN or Registrar to any non-party to this Agreement, including any Registered Name Holder.
5.11	Notices, Designations, and Specifications. All notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Any notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile with receipt of confirmation of delivery, or when scheduled for delivery by internationally recognized courier service. Designations and specifications by ICANN under this Agreement shall be effective when written notice of them is deemed given to Registrar.

               If to ICANN, addressed to:

Internet Corporation for Assigned Names and Numbers
Registrar Accreditation
4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Attention: General Counsel
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649

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If to Registrar, addressed to:

Wild West Domains, Inc.
a Arizona Corporation
14455 North Hayden Road, Suite 219
Scottsdale, AZ 85260
USA

Attention: Tim Ruiz
Registrar Website URL: www.wildwestdomains.com
Telephone: 319-294-9806 ext 15
Facsimile: 319-294-9808
e-mail: tim@godaddy.com

5.12	Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Los Angeles, California, USA.
5.13	Language. All notices, designations, and specifications made under this Agreement shall be in the English language.
5.14	Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.
5.15	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5.16	Entire Agreement. Except to the extent (a) expressly provided in a written agreement executed by both parties concurrently herewith or (b) of written assurances provided by Registrar to ICANN in connection with its Accreditation, this Agreement (including the appendices, which form part of it) constitutes the entire agreement of the parties pertaining to the accreditation of Registrar and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

-19-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By:	/s/ M. Stuart Lynn M. Stuart Lynn
	President and CEO

Wild West Domains, Inc.
By:  /s/ Robert R. Parsons
Name:	Robert R. Parsons
Title:	President, Inc.

-20-

.BIZ APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.biz Appendix”) is a part.

     Registrar wishes to be accredited in the .biz TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .biz TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .biz TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .biz TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .biz Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS

4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649

By:	/s/ M. Stuart Lynn M. Stuart Lynn
	President and CEO

Dated:  FEB 15, 2002

FOR OFFICE USE ONLY:

Effective Date:

Wild West Domains, Inc.

14455 North Hayden Road, Suite 219
Scottsdale, AZ 85260
USA

Attention: Tim Ruiz
Registrar URL: www.wildwestdomains.com
Telephone: 319-294-9806 ext 15
Facsimile: 319-294-9808
e-mail: tim@godaddy.com

By:	/s/ Robert R. Parsons
Name:	Robert R. Parsons
Title:	President

Dated: February 4, 2002

Expiration Date: 31 January, 2007

.COM APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.com Appendix”) is a part.

     Registrar wishes to be accredited in the .com TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .com TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .com TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .com TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .com Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR		Wild West Domains, Inc.
ASSIGNED NAMES AND NUMBERS
		14455 North Hayden Road, Suite 219
4676 Admiralty Way, Suite 330		Scottsdale, AZ 85260
Marina del Rey, California 90292 USA		USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649		Attention: Tim Ruiz
		Registrar URL: www.wildwestdomains.com
		Telephone: 319-294-9806 ext 15
		Facsimile: 319-294-9808
		e-mail: tim@godaddy.com
By:	/s/ M. Stuart Lynn
	M. Stuart Lynn
	President and CEO	By:	/s/ Robert R. Parsons
		Name:	Robert B. Parsons
Dated:	FEB 15, 2002	Title:	President
		Dated:	February 4, 2002
FOR OFFICE USE ONLY:
Effective Date:		Expiration Date: 31 January, 2007

.INFO APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.info Appendix”) is a part.

     Registrar wishes to be accredited in the .info TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .info TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .info TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .info TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .info Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR		Wild West Domains, Inc.
ASSIGNED NAMES AND NUMBERS
		14455 North Hayden Road, Suite 219
4676 Admiralty Way, Suite 330		Scottsdale, AZ 85260
Marina del Rey, California 90292 USA		USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649		Attention: Tim Ruiz
		Registrar URL: www.wildwestdomains.com
		Telephone: 319-294-9806 ext 15
		Facsimile: 319-294-9808
		e-mail: tim@godaddy.com
By:	/s/ M. Stuart Lynn
	M. Stuart Lynn
	President and CEO	By:	/s/ Robert R. Parsons
		Name:	Robert R. Parsons
Dated:	FEB 15 2002	Title:	President
		Dated:	February 4, 2002
FOR OFFICE USE ONLY:
Effective Date:		Expiration Date: 31 January, 2007

.NET APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.net Appendix”) is a part.

     Registrar wishes to be accredited in the .net TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .net TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .net TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .net TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .net Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR		Wild West Domains, Inc.
ASSIGNED NAMES AND NUMBERS
		14455 North Hayden Road, Suite 219
4676 Admiralty Way, Suite 330		Scottsdale, AZ 85260
Marina del Rey, California 90292 USA		USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649		Attention: Tim Ruiz
		Registrar URL: www.wildwestdomains.com
		Telephone: 319-294-9806 ext 15
		Facsimile: 319-294-9808
		e-mail: tim@godaddy.com
By:	/s/ M. Stuart Lynn
	M. Stuart Lynn
	President and CEO	By:	/s/ Robert R. Parsons
		Name:	Robert R. Parsons
Dated:	FEB 15 2002	Title:	President
		Dated:	February 4, 2002
FOR OFFICE USE ONLY:
Effective Date:		Expiration Date: 31 January, 2007

.ORG APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.org Appendix”) is a part.

     Registrar wishes to be accredited in the .org TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN wishes to accredit Registrar in the .org TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .org TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .org TLD.

     IN WITNESS WHEREOF, the parties hereto have caused this .org Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS

4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649

By:	/s/ M. Stuart Lynn
	M. Stuart Lynn
	President and CEO
Dated: FEB 15 2002

FOR OFFICE USE ONLY:

Effective Date:

Wild West Domains, Inc.

14455 North Hayden Road, Suite 219
Scottsdale, AZ 85260
USA

Attention: Tim Ruiz
Registrar URL: www.wildwestdomauis.com
Telephone: 319-294-9806 ext 15
Facsimile: 319-294-9808
e-mail: tim@godaddy.com

By: /s/ Robert R. Parsons
Name:	Robert R. Parsons
Title:	President
Dated:	February 4, 2002

Expiration Date: 31 January, 2007

.NAME APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“.name Appendix”) is a part.

     Registrar wishes to be accredited in the .name TLD pursuant to and subject to the Registrar Accreditation Agreement and ICANN ;wishes to accredit Registrar in the .name TLD. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

     1. Definitions. All initially capitalized terms not otherwise defined herein shall have the definitions assigned to such terms in the Registrar Accreditation Agreement.

     2. Registrar Election. Registrar hereby elects and agrees to become accredited by ICANN to provide Registration Services in the .name TLD.

     3. ICANN’s Acceptance. ICANN hereby accepts Registrar’s election to become accredited by ICANN to provide Registration Services in the .name TLD.

     4. Data Submission. Pursuant to Subsection 3.2.1, as part of its registration for SLD E-mail forwarding, the NameWatch Service, and Defensive Registrations, Registrar shall submit to, or shall place in the Registry Database operated by, the Registry Operator for the TLD that Registry Operator, consistent with Appendix C to its Registry Agreement with ICANN, data elements Registry Operator requires be submitted to it.

     IN WITNESS WHEREOF, the parties hereto have caused this .name Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS

4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649

By:	/s/ M. Stuart Lynn
	M. Stuart Lynn
	President and CEO
Dated: FEB 15 2002

FOR OFFICE USE ONLY:

Effective Date:

Wild West Domains, Inc.

14455 North Hayden Road, Suite 219
Scottsdale, AZ 85260
USA

Attention: Tim Ruiz
Registrar URL: www.wildwestdomains.com
Telephone: 319-294-9806 ext 15
Facsimile: 319-294-9808
e-mail: tim@godaddy.com

By: /s/ Robert R. Parsons
Name:	Robert R. Parsons
Title:	President
Dated:	February 4, 2002

Expiration Date: 31 January, 2007

LOGO LICENSE APPENDIX

     The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and Wild West Domains, Inc., a Arizona Corporation (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“Logo License Appendix”) is a part. Definitions in the Registrar Accreditation Agreement apply in this Logo License Appendix.

     Registrar wishes to acquire from ICANN, and ICANN wishes to grant to Registrar, a license to use the trademarks listed below the signature block of this Logo License Appendix (“Trademarks”) in connection with Registrar’s role as an ICANN-accredited registrar. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:

1. LICENSE

1.1	Grant of License. ICANN grants to Registrar a non-exclusive, worldwide right and license to use the Trademarks, during the term of this appendix and solely in connection with the provision and marketing of Registrar Services in order to indicate that Registrar is accredited as a registrar of domain names by ICANN. Except as provided in this subsection and Subsection 2.2 of the Registrar Accreditation Agreement, Registrar shall not use the Trademarks, any term, phrase, or design which is confusingly similar to the Trademarks or any portion of the Trademarks in any manner whatsoever.
1.2	Ownership of Trademarks. Any and all rights in the Trademarks that may be acquired by Registrar shall inure to the benefit of, and are herby assigned to, ICANN. Registrar shall not assert ownership of the Trademarks or any associated goodwill.
1.3	No Sublicense. Registrar shall not sublicense any of its rights under this appendix to any other person or entity (including any of Registrar’s resellers) without the prior written approval of ICANN.

2. REGISTRATION AND ENFORCEMENT

2.1	Registration. Registration and any other form of protection for the Trademarks shall only be obtained by ICANN in its name and at its expense.
2.2	Enforcement. Registrar shall promptly notify ICANN of any actual or suspected infringement of the Trademarks by third parties, including Registrar’s resellers or affiliates. ICANN shall have the sole discretion to initiate and maintain any legal proceedings against such third parties; Registrar shall not take any such actions without the prior written approval of ICANN; and ICANN shall retain any and all recoveries from such actions.
2.3	Further Assurances. Registrar agrees to execute such other documents and to take all such actions as ICANN may request to effect the terms of this appendix, including providing such materials (for example URLs and samples of any promotional materials bearing the Trademarks), cooperation, and assistance as may be reasonably required to assist ICANN in obtaining, maintaining, and enforcing trademark registration(s) and any other form of protection for the Trademarks.

3. TERM AND TERMINATION

     This Logo License Appendix shall be effective from the date it is signed below by both parties until the Expiration Date, unless this appendix or the Registrar Accreditation Agreement is earlier terminated. Each party shall have the right to terminate this appendix at any time by giving the other party written notice. Upon expiration or termination of this appendix, Registrar shall immediately discontinue all use of the Trademarks.

     IN WITNESS WHEREOF, the parties have caused this Logo License Appendix to be executed by their duly authorized representatives.

INTERNET CORPORATION FOR		Wild West Domains, Inc.
ASSIGNED NAMES AND NUMBERS
By:	/s/ M. Stuart Lynn	By: /s/ Robert R. Parsons
	M. Stuart Lynn	Name: Robert R. Parsons
	President and CEO	Title: President
Dated: FEB 15 2002		Dated:	February 4, 2002

TRADEMARKS:

1.       ICANN Accredited Registar
2.      

FOR OFFICE USE ONLY:
Effective Date:	Expiration Date: 31 January, 2007

EX-10.9

Exhibit 10.9

.NET Registry-Registrar Agreement

This-Registry-Registrar Agreement (the “Agreement”) is dated as of November 14, 2005 (“Effective Date”) by and between VeriSign, Inc., a Delaware corporation, with a place of business located at 21345 Ridgetop Circle, Dulles, Virginia 20166 (“VNDS”), and GO DADDY SOFTWARE, INC., an Arizona corporation, with its principal place of business located at 14455 N. HAYDEN ROAD, SUITE 219, SCOTTSDALE At 85760 (“Registrar”). VNDS and Registrar may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, multiple registrars provide Internet domain name registration services within the NET top-level domain wherein VNDS operates and maintains certain TLD servers and zone files;

WHEREAS, Registrar wishes to register second-level domain names in the multiple registrar system for the .NET TLD.

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, VNDS and Registrar, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

1.1. “DNS” refers to the Internet domain name system.

1.2. “ICANN” refers to the Internet Corporation for Assigned Names and Numbers.

1.3. “IP” means Internet Protocol.

1.4. “Registered Name” refers to a domain name within the domain of the Registry TLD, whether consisting of two or more (e.g., john.smith.name) levels, about which VNDS or an affiliate engaged in providing registry services maintains data in a registry database, arranges for such maintenance, or derives revenue from such maintenance. A name in a registry database may be a Registered Name even though it does not appear in a TLD zone file (e.g., a registered but inactive name).

1.5. “Registry TLD” means the .NET TLD.

1.6. The “System” refers to the multiple registrar system operated by VNDS for registration of Registered Names in the Registry TLD.

1.7. A “TLD” is a top-level domain of the DNS.

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1.8. The “Licensed Product” refers to the intellectual property required to access the Supported Protocol, and to the APIs, and software, collectively.

1.9. “EPP” means the Extensible Provisioning Protocol.

1.10. “RRP” means the Registry Registrar Protocol.

1.11. “Supported Protocol” means VNDS’s implementation of RRP, EPP, or any successor protocols supported by the System.

2. OBLIGATIONS OF THE PARTIES

2.1. System Operation and Access. Throughout the Term of this Agreement, VNDS shall operate the System and provide Registrar with access to the System to transmit domain name registration information for the Registry TLD to the System.

2.2. Distribution of RRP, EPP, APIs and Software. No later than three business days after the Effective Date of this Agreement, VNDS shall make available to Registrar (i) full documentation of the Supported Protocol, (ii) “C” and/or “Java” application program interfaces (“APIs”) to the Supported Protocol with documentation, and (iii) reference client software (“Software”) that will allow Registrar to develop its system to register second-level domain names through the System for the Registry TLD. If VNDS elects to modify or upgrade the APIs and/or Supported Protocol, VNDS shall provide updated APIs to the Supported Protocol with documentation and updated Software to Registrar promptly as such updates become available.

2.3. Registrar Responsibility for Customer Support. Registrar shall be responsible for providing customer service (including domain name record support), billing and technical support, and customer interface to accept customer (the “Registered Name Holder”) orders.

2.4. Data Submission Requirements. As part of its registration and sponsorship of Registered Names in the Registry TLD, Registrar shall submit complete data as required by technical specifications of the System that are made available to Registrar from time to time.

2.5. License. Registrar grants VNDS as Registry a non-exclusive nontransferable worldwide limited license to the data elements consisting of the Registered Name, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the TLD zone files or as otherwise required or permitted by VNDS’s Registry Agreement with ICANN concerning the operation of the Registry TLD, as may be amended from time to time.

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2.6. Registrar’s Registration Agreement and Domain Name Dispute Policy. Registrar shall have in effect an electronic or paper registration agreement with the Registered Name Holder. The initial form of Registrar’s registration agreement is attached as Exhibit A (which may contain multiple alternative forms of the registration agreement). Registrar may from time to time amend its form(s) of registration agreement or add alternative forms of registration agreement, provided a copy of the amended or alternative registration agreement is made available to VNDS in advance of the use of such amended registration agreement. Registrar shall include in its registration agreement those terms required by this Agreement and other terms that are consistent with Registrar’s obligations to VNDS under this Agreement. Registrar shall have developed and employ in its domain name registration business a domain name dispute policy, a copy of which is attached to this Agreement as Exhibit B (which may be amended from time to time by Registrar, provided a copy is made available to VNDS in advance of any such amendment).

2.7. Secure Connection. Registrar agrees to develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the System is secure. All data exchanged between Registrar’s system and the System shall be protected to avoid unintended disclosure of information. Each RRP or EPP session shall be authenticated and encrypted using two-way secure socket layer (“SSL”) protocol. Registrar agrees to authenticate every RRP or EPP client connection with the System using both an X.509 server certificate issued by a commercial Certification Authority identified by the Registry and its Registrar password, which it shall disclose only to its employees with a need to know. Registrar agrees to notify Registry within four hours of learning that its Registrar password has been compromised in any way or if its server certificate has been revoked by the issuing Certification Authority or compromised in any way.

2.7.1 Authorization Codes. At such time as Registrar employs EPP, Registrar shall not provide identical Registrar-generated authorization <authinfo> codes for domain names registered by different registrants with the same Registrar. VNDS in its sole discretion may choose to modify <authinfo> codes for a given domain and shall notify the sponsoring registrar of such modifications via EPP compliant mechanisms (i.e. EPP<poll> or EPP<domain:Info>). Documentation of these mechanisms shall be made available to Registrar by VNDS. The Registrar shall provide the Registered Name Holder with timely access to the authorization code along with the ability to modify the authorization code. Registrar shall respond to any inquiry by a Registered Name Holder regarding access to and/or modification of an authorization code within ten (10) calendar days.

2.8. Domain Name Lookup Capability. Registrar agrees to employ in its domain name registration business VNDS’s registry domain name lookup capability to determine if a requested domain name is available or currently unavailable for registration.

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2.9. Transfer of Sponsorship of Registrations. Registrar agrees to implement transfers of Registered Name registrations from another registrar to Registrar and vice versa pursuant to the Policy on Transfer of Registrations Between Registrars as may be amended from time to time by ICANN (the “Transfer Policy”).

2.10. Time. Registrar agrees that in the event of any dispute concerning the time of the entry of a domain name registration into the registry database, the time shown in the VNDS records shall control.

2.11. Compliance with Operational Requirements. Registrar agrees to comply with, and shall include in its registration agreement with each Registered Name Holder as appropriate, operational standards, policies, procedures, and practices for the Registry TLD established from time to time by VNDS in a non-arbitrary manner and applicable to all registrars (“Operational Requirements”), including affiliates of VNDS, and consistent with VNDS’s Registry Agreement with ICANN, as applicable, upon VNDS’s notification to Registrar of the establishment of those terms and conditions.

2.12. Resolution of Technical Problems. Registrar agrees to employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the Supported Protocol and the APIs in conjunction with Registrar’s systems. Registrar agrees that in the event of significant degradation of the System or other emergency, or upon Registrar’s violation of Operational Requirements, VNDS may, in its sole discretion, temporarily suspend or restrict access to the System. Such temporary suspensions or restrictions shall be applied in a nonarbitrary manner and shall apply fairly to any registrar similarly situated, including affiliates of VNDS.

2.13. Prohibited Domain Name Registrations. In addition to complying with ICANN standards, policies, procedures, and practices limiting domain names that may be registered, Registrar agrees to comply with applicable statutes and regulations limiting the domain names that may be registered.

2.14. Indemnification Required of Registered Name Holders. In its registration agreement with each Registered Name Holder, Registrar shall require each Registered Name holder to indemnify, defend and hold harmless VNDS, and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

3. LICENSE

3.1. License Grant. Subject to the terms and conditions of this Agreement,

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VNDS hereby grants Registrar and Registrar accepts a non-exclusive, nontransferable, worldwide limited license to use for the Term and purposes of this Agreement the Licensed Product, as well as updates and redesigns thereof, to provide domain name registration services in the Registry TLD only and for no other purpose. The Licensed Product, as well as updates and redesigns thereof, will enable Registrar to register domain names in the Registry TLD with the Registry on behalf of its Registered Name Holders. Registrar, using the Licensed Product, as well as updates and redesigns thereof, will be able to invoke the following operations on the System: (i) check the availability of a domain name, (ii) register a domain name, (iii) re-register a domain name, (iv) cancel the registration of a domain name it has registered, (v) update the nameservers of a domain name, (vi) transfer a domain name from another registrar to itself with proper authorization, (vii) query a domain name registration record, (viii) register a nameserver, (ix) update the IP addresses of a nameserver, (x) delete a nameserver, (xi) query a nameserver, and (xii) establish and end an authenticated session.

3.2. Limitations on Use. Notwithstanding any other provisions in this Agreement, except with the written consent of VNDS, Registrar shall not: (i) sublicense the Licensed Product or otherwise permit any use of the Licensed Product by or for the benefit of any party other than Registrar, (ii) publish, distribute or permit disclosure of the Licensed Product other than to employees, contractors, and agents of Registrar for use in Registrar’s domain name registration business, (iii) decompile, reverse engineer, copy or re-engineer the Licensed Product for any unauthorized purpose, (iv) use or permit use of the Licensed Product in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose. Registrar agrees to employ the necessary measures to prevent its access to the System granted hereunder from being used to (i) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than Registrar’s customers; or (ii) enable high volume, automated, electronic processes that send queries or data to the systems of VNDS or any ICANN-Accredited Registrar, except as reasonably necessary to register domain names or modify existing registrations.

3.3. Changes to Licensed Materials. VNDS may from time to time replace or make modifications to the Licensed Product licensed hereunder. In the event of a change in the Supported Protocol from RRP to EPP, Registrar shall migrate to, or implement, such Supported Protocols within eighteen (18) months of notice of such modification. For all other changes, VNDS will provide Registrar with at least ninety (90) days notice prior to the implementation of any material changes to the Supported Protocol, APIs or software licensed hereunder.

4. SUPPORT SERVICES

4.1. Engineering Support. VNDS agrees to provide Registrar with reasonable engineering telephone support (between the hours of 9 a.m. to
5 p.m. EST or at

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such other times as may be mutually agreed upon) to address engineering issues arising in connection with Registrar’s use of the System.

4.2. Customer Service Support. During the Term of this Agreement, VNDS will provide reasonable telephone and e-mail customer service support to Registrar, not Registered Name Holder or prospective customers of Registrar, for nontechnical issues solely relating to the System and its operation. VNDS will provide Registrar with a telephone number and e-mail address for such support during implementation of the Supported Protocol, APIs and Software. First-level telephone support will be available on a 7-day/24-hour basis. VNDS will provide a web-based customer service capability in the future and such web-based support will become the primary method of customer service support to Registrar at such time.

5. FEES

5.1. Registration Fees.

(a) Registrar agrees to pay VNDS the non-refundable fees set forth in Exhibit D for initial and renewal registrations and other services provided by VNDS (collectively, the “Registration Fees”).

(b) VNDS reserves the right to adjust the Registration Fees, provided that any price increase shall be made only upon six (6) months prior notice to Registrar, and provided that such adjustments are consistent with VNDS’s Registry Agreement with ICANN.

(c) Registrars shall provide VNDS a payment security comprised of an irrevocable letter of credit, cash deposit account or other acceptable credit terms agreed by the Parties (the “Payment Security”). VNDS will invoice Registrar monthly in arrears for each month’s Registration Fees. All Registration Fees are due immediately upon receipt of VNDS’s invoice and shall be secured by the Payment Security. If Registrar’s Payment Security iS depleted, registration of domain names for the Registrar will be suspended and new registrations will not be accepted until the Payment Security is replenished.

5.2. Change in Registrar Sponsoring Domain Name. Registrar may assume sponsorship of a Registered Name Holder’s existing domain name registration from another registrar by following the Transfer Policy.

(a) For each transfer of the sponsorship of a domain-name registration under the Transfer Policy, Registrar agrees to pay VNDS the renewal registration fee associated with a one-year extension, as set forth above. The losing registrar’s Registration Fees will not be refunded as a result of any such transfer.

(b) For a transfer approved by ICANN under Part B of the Transfer Policy,

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Registrar agrees to pay VNDS US $0 (for transfers of 50,000 names or fewer) or US $50,000 (for transfers of more than 50,000 names).

Fees under this Section 5.2 shall be due immediately upon receipt of VNDS’s invoice pursuant to the Payment Security.

5.3. Charges for ICANN Fees. Registrar agrees to pay to VNDS, within ten (10) days of VNDS’s invoice, any variable registry-level fees paid by VNDS to ICANN, which fees shall be secured by the Payment Security. The fee will consist of two components; each component will be calculated by ICANN for each registrar:

(a) The transactional component of the Variable Registry-Level Fee shall be specified by ICANN in accordance with the budget adopted by the ICANN Board of Directors for each fiscal year but shall not exceed US$0.15.

(b) The per-registrar component of the Variable Registry-Level Fee shall be specified by ICANN in accordance with the budget adopted by the ICANN Board of Directors for each fiscal year, but the sum of the per registrar fees calculated for all registrars shall not exceed the total Per-Registrar Variable funding established pursuant to the approved 2004-2005 ICANN Budget.

5.4. Non-Payment of Fees. Timely payment of fees owing under this Section 5 is a material condition of performance under this Agreement. In the event that Registrar fails to pay its fees within five (5) days of the date when due, VNDS may: (i) stop accepting new initial or renewal registrations from Registrar; (ii) delete the domain names associated with invoices not paid in full from the Registry database; (iii) give written notice of termination of this Agreement pursuant to Section 6.1(b) below; and (iv) pursue any other remedy under this Agreement.

6. MISCELLANEOUS

6.1. Term of Agreement and Termination.

(a) Term of the Agreement; Revisions. The duties and obligations of the Parties under this Agreement shall apply from the Effective Date through and including the last day of the calendar month sixty (60) months from the Effective Date (the “Initial Term”). Upon conclusion of the Initial Term, all provisions of this Agreement will automatically renew for successive five (5) year renewal periods until the Agreement has been terminated as provided herein, Registrar elects not to renew, or VNDS ceases to operate the registry for the Registry TLD. In the event that revisions to VNDS’s Registry-Registrar Agreement are approved or adopted by ICANN, Registrar shall have thirty (30) days from the date of notice of any such revision to review, comment on, and execute an amendment substituting the revised agreement in place of this Agreement, or Registrar may, at its option exercised within such thirty (30) day period, terminate this Agreement immediately by giving written notice to VNDS; provided, however, that in the event VNDS does

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not receive such executed amendment or notice of termination from Registrar within such thirty (30) day period of the date of the notice, Registrar shall be deemed to have executed such amendment as of the thirty-first (31st) day after the date of the notice.

(b) Termination For Cause. In the event that either Party materially breaches any term of this Agreement including any of its representations and warranties hereunder and such breach is not substantially cured within thirty (30) calendar days after written notice thereof is given by the other Party, then the nonbreaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination.

(c) Termination at Option of Registrar. Registrar may terminate this Agreement at any time by giving VNDS thirty (30) days notice of termination.

(d) Termination Upon Loss of Registrar’s Accreditation. This Agreement shall terminate in the event Registrar’s accreditation for the Registry TLD by ICANN, or its successor, is terminated or expires without renewal.

(e) Termination in the Event that Successor Registry Operator is Named. This Agreement shall terminate in the event that the U.S. Department of Commerce or ICANN, as appropriate, designates another entity to operate the registry for the Registry TLD.

(f) Termination in the Event of Bankruptcy. Either Party may terminate this Agreement if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party’s property or assets or the liquidation, dissolution or winding up of a Party’s business.

(g) Effect of Termination. Upon expiration or termination of this Agreement, VNDS will, to the extent it has the authority to do so, complete the registration of all domain names processed by Registrar prior to the date of such expiration or termination, provided that Registrar’s payments to VNDS for Registration Fees are current and timely. Immediately upon any expiration or termination of this Agreement, Registrar shall (i) transfer its sponsorship of Registered Name registrations to another licensed registrar(s) of the Registry, in compliance with Part B of the Transfer Policy, or any other procedures established or approved by the U.S. Department of Commerce or ICANN, as appropriate, and (ii) either return to VNDS or certify to VNDS trie destruction of all data, software and documentation it has received under this Agreement.

(h) Survival. In the event of termination of this Agreement, the following shall survive: (i) Sections 2.5, 2.6, 2.14, 6.1(g), 6.2, 6.6, 6.7, 6.10, 6.12, 6.13, 6.14, and

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6.16; (ii) the Registered Name Holder’s obligations to indemnify, defend, and hold harmless VNDS, as stated in Section 2.14; and (iii) Registrar’s payment obligations as set forth in Section 5 with respect to fees incurred during the term of this Agreement. Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each Party shall be liable for any damage arising from any breach by it of this Agreement.

6.2. No Third Party Beneficiaries; Relationship of the Parties. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Registered Name Holder, with any remedy, claim, cause of action or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the Parties.

6.3. Force Majeure. Neither Party shall be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control.

6.4. Further Assurances. Each Party hereto shall execute and/or cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

6.5. Amendment in Writing. Except as otherwise provided in this Agreement, any amendment or supplement to this Agreement shall be in writing and duly executed by both Parties. Any new services approved by ICANN and purchased by Registrar will be subject to such terms and conditions as may be established by VNDS through an appendix to this Agreement executed by Registrar and VNDS.

6.6. Attorneys’ Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

6.7. Dispute Resolution; Choice of Law; Venue. The Parties shall attempt to resolve any disputes between them prior to resorting to litigation. This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of Virginia, United States of America without giving effect to any choice of law rule that would Cause the application of the laws of any jurisdiction

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other than the internal laws of the Commonwealth of Virginia to the rights and duties of the Parties. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the eastern district of the Commonwealth of Virginia. Each Party to this Agreement expressly and irrevocably consents and submits to the jurisdiction and venue of each state and federal court located in the eastern district of the Commonwealth of Virginia (and each appellate court located in the Commonwealth of Virginia) in connection with any such legal proceeding.

6.8. Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, by e-mail or by telecopier during business hours) to the address or telecopier number set forth beneath the name of such Party below, unless party has given a notice of a change of address in writing:

if to Registrar:
Company Name:	GO DADDY SOFTWARE, INC.
Attention:	LEGAL COUNSEL
Physical Address:	14455 N. HAYDEN ROAD, SUITE 219
City, State Postal:	SCOTTSDALE, ARIZONA 85260
Telephone Number:	480.505.8800
Facsimile Number:	480. E 624.2546
e-Mail Address:	LEGAL@GODADDY.COM
with a copy to:
Company Name:	N/A
Attention:
Physical Address:
City, State Postal:
Telephone Number:
Facsimile Number:
e-Mail Address:

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if to VNDS:
General Counsel
VeriSign, Inc.
487 E. Middlefield Road
Mountain View, California 94043
Telephone: 1/650/961/7500
Facsimile: 1/650/426/5113; and

with a copy to:
General Manager
VeriSign Naming and Directory Services
21345 Ridgetop Circle
Dulles, Virginia 20166
Telephone: 1/703/948/3200
Facsimile: 1/703/421/4873; and
e-Mail Address: cao@verisign-grs.com

with a copy to:
Associate General Counsel
VeriSign, Inc.
21355 Ridgetop Circle
Dulles, VA 20166;
Telephone: 1/703/948/3200
Facsimile: 1/703/450/7492

6.9. Assignment/Sublicense. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the Parties hereto. Registrar shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person without the prior written consent of VNDS.

6.10. Use of Confidential Information. The Parties’ use and disclosure of Confidential Information disclosed hereunder are subject to the terms and conditions of the Parties’ Confidentiality Agreement (Exhibit C) that will be executed contemporaneously with this Agreement. Registrar agrees that the RRP, APIs and Software are the Confidential Information of VNDS.

6.11. Delays or Omissions; Waivers. No failure on the part of either Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is

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expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.12. Limitation of Liability. IN NO EVENT WILL VNDS BE LIABLE TO REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF VNDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.13. Construction. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

6.14. Intellectual Property. Subject to Section 2.5 above, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property.

6.15. Representations and Warranties

(a) Registrar. Registrar represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the law of the State of Arizona, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) it is, and during the Term of this Agreement will continue to be, accredited by ICANN or its successor, pursuant to an accreditation agreement dated after November 4, 1999, (4) the execution, performance and delivery of this Agreement has been duly authorized by Registrar, (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registrar in order for it to enter into and perform its obligations under this Agreement, and (6) Registrar’s Surety Instrument provided hereunder is a valid and enforceable obligation of the surety named on such Surety Instrument.

(b) VNDS. VNDS represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, performance and delivery of this Agreement has been duly authorized by VNDS, and (4) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by VNDS in order for it to enter into and perform its obligations under this Agreement.

(c) Disclaimer of Warranties. The RRP, EPP, APIs and Software are provided “as-is” and without any warranty of any kind. VNDS EXPRESSLY DISCLAIMS

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ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. VNDS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RRP, APIs OR SOFTWARE WILL MEET REGISTRAR’S REQUIREMENTS, OR THAT THE OPERATION OF THE RRP, APIs OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, VNDS DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE RRP, APIs, SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE RRP, APIs OR SOFTWARE PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR’S OWN SYSTEMS AND SOFTWARE.

6.16. Indemnification. Registrar, at its own expense and within thirty (30) days of presentation of a demand by VNDS under this paragraph, will indemnify, defend and hold harmless VNDS and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against VNDS or any affiliate of VNDS based on or arising from any claim or alleged claim (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar’s dispute policy, with any Registered Name Holder of Registrar; or (iii) relating to Registrar’s domain name registration business, including, but not limited to, Registrar’s advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) VNDS provides Registrar with prompt notice of any such claim, and (b) upon Registrar’s written request, VNDS will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses VNDS for its actual and reasonable costs. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without VNDS’s prior written consent, which consent shall not be unreasonably withheld. Registrar will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by VNDS in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.17. Entire Agreement; Severability. This Agreement, which includes Exhibits A, B, C, D and E constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent

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permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

6.18. Service Level Agreement. Appendix 10 of the Registry Agreement shall be incorporated into this Agreement and attached hereto as Exhibit E. For purposes of Exhibit E, an “active” ICANN Accredited Registrar’s (as defined in Section 2.1 of Exhibit E) net new .net domain names shall equal the difference between the total number of .net domain names registered by such Registrar in the previous Monthly Timeframe and the number of such domain names that subsequently were deleted during the add grace period or otherwise (except for deletions occurring at the end of the pending delete period).

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

VeriSign, Inc.
By:	/s/ Raynor Dahlquist
Printed Name:	Raynor Dahlquist
Title:	VP
Date:	11/01/05
Company Name:	GO DADDY SOFTWARE, INC.
By:	/s/ ROBERT R. PARSONS
Printed Name:	ROBERT R. PARSONS
Title:	PRESIDENT
Date:	OCTOBER 17, 2005

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Exhibit A
Registrar’s Registration Agreement
[To be supplied from time to time by Registrar]

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GO DADDY
DOMAIN NAME REGISTRATION AGREEMENT

This Go Daddy Software, Inc. Domain Name Registration Agreement (“Agreement”) is by and between Go Daddy Software, Inc. (“ Go Daddy”) an Arizona Corporation and You, Your heirs, agents, successors and assigns (“You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Go Daddy’s Domain Name Registration and represents the entire agreement between You and Go Daddy. By participating in this transaction, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, including our dispute policy and the ICANN Transfer Dispute Resolution Policy along with any new, different or additional terms, conditions or policies, including the Universal Terms of Service which Go Daddy may establish from time to time. Such Agreements may be found here.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with Go Daddy, whether or not the transactions were in Your behalf. You acknowledge that Go Daddy’s acceptance of any application made by You for services provided by Go Daddy will take place at Go Daddy’s offices located in Scottsdale, Arizona, USA.

You acknowledge that Go Daddy is a registrar bound by an agreement between Go Daddy and the Internet Corporation for Assigned Names and Numbers (“ICANN”). You agree that Go Daddy may modify this agreement in order to comply with applicable law and the terms and conditions set forth by the Internet ICANN and/or the Registry Administrator chosen by ICANN, as well as any registration rules or policies that may be published from time to time by Go Daddy.

1. FEES

In consideration for the services and products (“service”) purchased by You and provided to You by Go Daddy, You-agree to pay Go Daddy at the time service is provided. Payment is to be made by You by providing either a valid credit card, an online check, or using “Good As Gold” to establish a cash reserve for charge by Go Daddy (collectively, the “Payment Method”). Personal checks and money orders may only be used only to fund “Good As Gold” (GAG) accounts, must be for payments of $100 or more, and issued in U.S. dollars for the full amount required at that time. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the product or service, and any check that bounces will result in a $25 bounced check fee. If You purchase an automatically renewing service or product by personal check, it is Your responsibility to make payment arrangements for each renewal payment. You understand that ICANN requires Go Daddy to collect a small registration fee when you purchase your domain name registration. You agree to pay such fees. Payments are non-refundable. If for any reason Go Daddy is unable to charge Your Payment Method for the full amount owed Go Daddy for the service provided, or if Go Daddy is charged a penalty for any fee it previously charged to your Payment Method, You agree that Go Daddy may pursue all available remedies in order to obtain payment. You agree that among the remedies Go Daddy may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names registered or renewed on Your behalf. Go Daddy reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges

will be billed to the Payment Method we have on file for You. You may change your Payment Method at any time by logging into Your Account Manager.

Domain Name Renewals

When You register a domain name, You have the option to elect that the domain name be automatically renewed upon reaching the expiration date. If You elect the automatic renewal option, Go Daddy will automatically renew, for a period equivalent to the length of your original registration, any domain name that is up for renewal and will take payment from the Payment Method You have on file with Go Daddy, at Go Daddy’s then current rates. Thus, if you have chosen to register your domain name for one year, Go Daddy will automatically renew it for one year. If you have chosen to register your domain name for two years, Go Daddy will automatically renew it for two years, and so on. Domain name renewals will be non refundable. If for any reason Go Daddy is not able to take the payment from the Payment Method You have on file, and You fail to respond to our notices, Your domain name registration will expire. It is Your responsibility to keep Your Payment Method information current, which includes the expiration date if you are using a credit card. If You do not elect that the domain name be automatically renewed, You have the responsibility of logging into Your account manager for that domain name and manually implementing the renewal by the expiration date (should You in fact want the domain name to be renewed). In this case, if You fail to manually implement the renewal in a timely fashion the domain name will be cancelled and You will no longer have use of that name. You agree that Go Daddy will not be responsible for cancelled domain names that You fail to renew, either automatically or manually. In any case, if You fail to renew Your domain name in a timely fashion, additional charges may apply. If You signed up for domain masking, domain forwarding, or any other similar service, with Your domain registration, these services may be automatically renewed when Your domain registration is up for renewal, and You may incur an additional renewal fee unless You cancel in advance.

If you fail to renew your domain name, you agree that Go Daddy may, at its sole discretion, renew your expired domain name on your behalf. If Go Daddy decides to renew your expired domain name on your behalf you will have a Renewal Grace Period during which you may reimburse Go Daddy for the renewal and keep your domain name. The Renewal Grace Period is currently 12 days but subject to change under the terms of Section 2 of this Agreement. If you do not reimburse Go Daddy for the renewal during the Renewal Grace Period your domain name will be placed on Hold and flagged for deletion after which you will have a 30 day redemption period during which you may pay Go Daddy a Redemption fee and redeem your domain name. The Redemption fee is currently $80 USD and is subject to change under the terms of Section 2 of this agreement. If you do not redeem your domain name prior to the end of the 30 day redemption period Go Daddy may, at its sole discretion, delete your domain name or transfer it to another registrant on your behalf.

If your domain is deleted, the Registry also provides a 30 day Redemption Grace Period during which you may pay Go Daddy a redemption fee and redeem your domain name. The redemption fee is currently $80 USD and is subject to change under the terms of Section 2 of this agreement. If you do not redeem your domain name prior to the end of the Registry’s Redemption Grace Period the Registry will release your name and it will become available for registration on a first-coine-first-served basis.

2. TERM OF AGREEMENT; MODIFICATIONS

The term of this agreement shall continue in full force and effect as long as You have any domain name registered through Go Daddy. You agree that You will not transfer any domain name registered through Go Daddy to another domain name registrar during the first sixty (60) days from its initial registration date. You further agree that Go Daddy may charge You a small

fee if You cancel Your domain within the five (5) day grace period after registering Your domain with Go Daddy and Go Daddy refunds the price of Your domain. Go Daddy will not charge You a fee if Go Daddy cancels Your domain name during this period because of fraud.

You agree that Go Daddy may modify this agreement from time to time. Go Daddy may also discontinue services it provides under this agreement. You agree to be bound by any changes Go Daddy may reasonably make to this agreement when such changes become effective. Should You elect to cancel Your agreement with Go Daddy You will not receive a refund for any fees You may have paid to Go Daddy.

You agree that Go Daddy shall not be bound by any representations made by third parties who You may use to purchase services from Go Daddy, and that any statements of a general nature, which may be posted on Go Daddy’s web site or be contained in Go Daddy’s promotional materials, will not bind Go Daddy.

3. UP TO DATE INFORMATION; USE OF INFORMATION AND EXPIRATION

You agree to notify Go Daddy within five (5) business days when any of the information You provided as part of the application and/or registration process changes. It is Your responsibility to keep this information in a current and accurate status. Failure by You, for whatever reason, to provide Go Daddy with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this agreement. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Go Daddy to determine the validity of information provided by You, shall also be considered to be a material breach of this agreement. You agree to retain a copy for Your record of the receipt for purchase of Your domain name.

You agree that for each domain name registered by You, the following contact data is required: postal address, email address, telephone number, and if available, a facsimile number for the registered name holder and, if different from the registered name holder, the same contact information for, a technical contact, an administrative contact and a billing contact

You acknowledge and agree that domain name registration requires that this contact information, in whole or in part, be shared with the registry operator. As required by ICANN, this information must also be made publicly available by means of Whois, and that the registry operator may also be required to make this information publicly available by Whois. Both Go Daddy and the registry operator may be required to archive this information with a third party escrow service. You hereby consent and give permission for all such requirements and disclosures. Further, You represent and warrant that, if You are providing information about a third party, You have notified the third party of the disclosure and the purpose for the disclosure and You have obtained the third party’s consent to such disclosure.

You agree that for each domain name registered by You the following information will be made publicly available in the Whois directory as determined by ICANN Policy and may be sold in bulk as set forth in the ICANN agreement:

• The domain name

• Your name and postal address

• The email address, postal address, voice and fax numbers for technical and administrative contacts

• The Internet protocol numbers for the primary and secondary name servers

• The corresponding names of the name servers

• The original date of registration and expiration date

You agree that, to the extent permitted by ICANN, Go Daddy may make use of the publicly available information You provided during the registration process. If You engage in the reselling of domain names You agree to provide any individuals whose personal information You’ve obtained, information about the possible uses of their personal information pursuant to ICANN policy. You also agree to obtain consent, and evidence of consent, from those individuals for such use of the personal information they provide.

4. DISPUTE RESOLUTION POLICY

You agree to be bound by our current Dispute Resolution Policy. This policy is incorporated herein and made a part of this agreement. You can view the Uniform Domain Name Dispute Resolution Policy online. You agree that Go Daddy may from time to time modify its Dispute Resolution Policy. Go Daddy will post any changes to its Dispute Resolution Policy at least 30 days before they become effective. You agree that by maintaining Your domain name registrations with Go Daddy after the updated policy becomes effective that You agree to the Dispute Resolution policy as amended. You agree to review Go Daddy’s web site periodically to determine if changes have been made to the Dispute Resolution Policy. If You cancel Your agreement with Go Daddy as a result of the modified Dispute Resolution policy no fees will be refunded to You.

You agree that if a dispute arises as a result of one or more domain names You have registered using Go Daddy, You will indemnify, defend and hold Go Daddy harmless as provided for in this agreement. You also agree that if Go Daddy is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a domain name registered by You using Go Daddy, that Go Daddy, in its sole discretion, may take whatever action Go Daddy deems necessary regarding further modification, assignment of and/or control of the domain name deemed necessary to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled. In this event You agree to hold Go Daddy harmless for any action taken by Go Daddy.

5. TRANSFER OF DOMAIN NAMES; RESALE PRACTICES

If You transfer any domain name You agree to provide the information required by, and to abide by, the procedures and conditions set forth in our Domain Transfer Agreement . You may view the latest version of our Domain Transfer Agreement online. In order to further protect Your domain, any domain registered with Go Daddy or transferred to Go Daddy shall be placed on lock status. The domain must be placed on unlock status in order to modify any of the Whois information including the name servers, or initiate a transfer of the domain name away from Go Daddy to a new Registrar. You may log into Your account with Go Daddy at any time after Your domain name has been successfully transferred to Go Daddy, and change the status to unlock.

You agree to inform any customer of Yours, who may be acquiring a domain name through You using Go Daddy’s registration services, that they are in fact registering their domain name through Go Daddy and that Go Daddy is an accredited registrar with ICANN. You agree not to represent that You are an ICANN accredited registrar or that You are in any way providing superior access to the ICANN Domain Name Registry. You also agree not to use the ICANN trademark logo in any of Your promotional materials including Your web site.

You agree to obtain each of Your customers’ acceptances of Go Daddy’s then current Domain Registration Agreement, and to retain evidence of their acceptance for a period of not less than three (3) years. Should You require that Your customers accept additional terms and conditions that are not required by Go Daddy, You agree that such additional terms and conditions shall not conflict with Go Daddy’s Domain Registration Agreement and the policies

and business procedures adopted by ICANN.

You agree that Go Daddy is not lending You access to its registrar connections or its registry access, nor will You be deemed to be a registrar in Your own right. Furthermore, You agree You will not attempt to gain access to Go Daddy’s registrar connections or registry access. You agree to provide complete, accurate and current data for each registrant to be added to a registry in accordance With ICANN requirements for inclusion in the Whois database.

You agree to provide Your customers with adequate customer support, and to maintain contact with them with regard to providing a medium for them to communicate changes in the information they provided as part of the domain name registration process. Upon receiving corrected or updated information You will, within 5 business days, provide such information to Go Daddy so Go Daddy may update its registration records. You will retain copies of all communications between You and Your customers and will upon request provide Go Daddy copies of same.

6. SUSPENSION OF SERVICES; BREACH OF AGREEMENT

You agree that, in addition to other events set forth in this agreement, (i) Your ability to use any of the services provided by Go Daddy is subject to cancellation or suspension in the event there is an unresolved breach of this agreement and/or suspension or cancellation is required by any policy now in effect or adopted later by ICANN, and (ii) Your registration of any domain names shall be subject to suspension, cancellation or transfer pursuant to any ICANN adopted specification or policy, or pursuant to any Go Daddy procedure not inconsistent with an ICANN adopted specification or policy, (1) to correct mistakes by Go Daddy or the registry operator in registering any domain name or (2) for the resolution of disputes concerning any domain name.

You agree that Your failure to comply completely with the terms and conditions of this agreement and any Go Daddy rule or policy may be considered by Go Daddy to be a material breach of this agreement and that Go Daddy may provide You with notice of such breach either in writing or electronically (i.e. email). In the event You do not provide Go Daddy with material evidence that You have not breached Your obligations to Go Daddy within ten (10) business days, Go Daddy may terminate its relationship with You and take any remedial action available to Go Daddy under the applicable laws. Such remedial action may be implemented without notice to You and may include, but is not limited to, canceling the registration of any of Your domain names and discontinuing any services provided by Go Daddy to You. No fees will be refunded to You should Your agreement be cancelled or services be discontinued because of a breach.

Go Daddy’s failure to act upon or notify You of any event, which may constitute a breach, shall not relieve You from or excuse You of the fact that You have committed a breach.

7. RESTRICTION OF SERVICES; RIGHT OF REFUSAL

You agree not to use the services provided by Go Daddy, or to allow or enable others, to use the services provided by Go Daddy for the purposes of:

• The transmission of unsolicited email (Spam).

• Repetitive, high Volume inquires into any of the services provided by Go Daddy (i.e. domain name availability, etc.).

If You are hosting Your domain’s domain name servers (“DNS”) on Go Daddy’s servers, or are using our systems to forward a domain, URL, or otherwise to a system or site hosted elsewhere, or if You have your domain name registered with Go Daddy, You are responsible

for ensuring that there is no excessive overloading on Go Daddy’s DNS systems. You may not use Go Daddy’s servers and Your domain as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, or other abusive attack. Server hacking or other perpetration of security breaches is prohibited. You agree that Go Daddy reserves the right to deactivate Your domain name from its DNS system if Go Daddy deems it is the recipient of activities caused by your site that threaten the stability of its network.

You agree that Go Daddy, in its sole discretion and without liability to You, may refuse to accept the registration of any domain name. Go Daddy also may in its sole discretion and without liability to You delete the registration of any domain name during the first thirty (30) days after registration has taken place. Go Daddy may also cancel the registration of a domain name, after thirty (30) days, if that name is being used in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event Go Daddy refuses a registration or deletes an existing registration during the first thirty (30) days after registration, You will receive a refund of any fees paid to Go Daddy in connection with the registration either being canceled or refused. In the event Go Daddy deletes the registration of a domain name being used in association with spam or morally objectionable activities, no refund will be issued.

8. LIMITATION OF LIABILITY

You agree that Go Daddy’s entire liability to you under this agreement, and your only remedy, in connection with any service provided by Go Daddy, to you under this agreement, and for any breach of this agreement by Go Daddy, shall be limited to the fees you paid to Go Daddy for the particular service in contention. Go Daddy and its agents and contractors shall not be liable for any direct, indirect incidental, special, or consequential damages resulting from the use of or inability to use any of Go Daddy’s services or for the cost of obtaining substitute services. Because certain states do not permit the limitation of elimination of liability for certain types of damage, Go Daddy’s liability shall be limited to the smallest amount permitted by law. Go Daddy disclaims any loss or liability resulting from:

i.	access delays or interruptions to our web site or domain name registration system
ii.	data non-delivery or misdelivery between You and Go Daddy
iii.	events beyond our control (i.e. acts of God)
iv.	the loss of registration or processing of a domain name or the use of a domain name
v.	the failure for whatever reason to renew a domain name registration
vi.	the unauthorized use of Your account with Go Daddy or any of services provided to You by Go Daddy
vii.	errors, omissions or misstatements
viii.	deletion of, failure to store, or failure to process or act upon email messages
ix.	processing of updated information to Your registration record
x.	development or interruption of Your web site
xi.	errors taking place with regard to the processing of Your application

xii.	application of Go Daddy’s Dispute Resolution Policy
xiii.	any act or omission caused by You or Your agent (whether authorized by You or not)

9. INDEMNITY

You agree to release, defend, indemnify and hold harmless Go Daddy and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney’s fees, resulting from any claim, action, proceeding suit or demand arising out of or related to Your (including Your agents, affiliates or anyone using Your account with Go Daddy whether or not on Your behalf, and whether or not with Your permission) use of the services provided by Go Daddy. Should Go Daddy be notified of a pending law suit, or receive notice of the filing of a law suit, Go Daddy may seek a written confirmation from You concerning Your obligation to indemnify Go Daddy. Your failure to provide such a confirmation may be considered a breach of this agreement.

10. REPRESENTATION AND WARRANTIES

You warrant that all information provided by You as part of the registration process is complete and accurate. You also warrant that each registration You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. You also warrant that the domain name being registered will not be used in connection with any illegal activity.

You agree that Go Daddy makes no representations or warranties or any kind in connection with this agreement and specifically makes no guaranty to You against the possibility of objection to, or challenge of, the registration or use of any domain name You register with Go Daddy.

Go Daddy expressly reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Go Daddy, as well as its affiliates, subsidiaries, officers, directors and employees. Go Daddy also reserves the right to freeze a domain name during resolution of a dispute.

11. DISCLAIMER OF WARRANTIES

Go Daddy expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Go Daddy makes no warranty that its service(s) will meet your requirements, or that the service(s) will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Go Daddy does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

12. SEVERABILITY; ENTIRETY

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

You agree that this agreement including the policies it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the complete and only agreement between You and Go Daddy

regarding the services contemplated herein.

13. VENUE; WAIVER OF TRIAL BY JURY

This agreement shall be deemed entered into in the state of Arizona. Except for all disputes concerning the use of a domain name registered with Go Daddy, the laws and judicial decisions of Maricopa county, Arizona, shall be used to determine the validity, construction, interpretation and legal effect of this agreement. For the adjudication of disputes concerning or arising from the use of a domain name registered with Go Daddy, You shall submit, without prejudice to other potential applicable jurisdictions, to the jurisdiction of the courts (1) of Your domicile and (2) where Go Daddy is located. You agree that any action relating to or arising out of this agreement, shall be brought in the courts of Maricopa county, Arizona.

You agree to waive the right to trial by jury in any proceeding that takes pace relating to or arising out of this agreement.

14. NOTICES

You agree that all notices (except for notices concerning breach of this agreement) from Go Daddy Software, Inc. to You may be posted on our web site and will be deemed delivered within thirty (30) days after posting. Notices concerning breach will be sent either to the email address You have on file with Go Daddy Software, Inc. or mailed first class postage to the postal address You have on file with Go Daddy Software, Inc.. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to Go Daddy Software, Inc. shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

Domain Services C/O Go Daddy Software, Inc., 14455 North Hayden Rd., Suite 219, Scottsdale, AZ 85260 Delivery shall be deemed to have been made by You to Go Daddy Software, Inc. five (5) days after the date sent.

15. PROVISIONS SPECIFIC TO ALL REGISTRATIONS

You agree to be bound by the rules, policies, and agreements of each Registry from which You purchase a domain registration, which may include, but are not limited to, Top Level Domain Registries and Second Level Domain Registries.

16. PROVISIONS SPECIFIC TO .COM, .NET, AND .CC REGISTRATIONS
Indemnification

You agree to indemnify, defend and hold harmless the .COM, .NET, and .CC Registry Operator, VeriSign, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

17. PROVISIONS SPECIFIC TO .ORG REGISTRANTS
Indemnification

You agree to indemnify, defend and hold harmless the .ORG Registry Operator, Public Interest Registry, and its subcontractors, shareholders, directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

18. PROVISIONS SPECIFIC TO .INFO REGISTRANTS
Indemnification

You agree to indemnify, defend and hold harmless the .INFO Registry Operator, Afilias Limited, and its subcontractors, shareholders, directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

19. PROVISIONS SPECIFIC TO .WS (WEBSITE) REGISTRATIONS
Indemnification

You agree to indemnify, defend and hold harmless the .WS Registry Operator, Global Domains International, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration policies for this ccTLD are available online and are incorporated herein.

20. ADDITIONAL REQUIREMENTS FOR .INFO REGISTRANTS

If You are registering a .INFO domain name You also agree to:

i.	consent to the use, copying, distribution, publication, modification and other processing of Registered Name Holder’s Personal Data by the .info Registry Operator and its designees and agents;
ii.	submit to proceedings commenced under ICANN’s Uniform Domain Name Dispute Resolution Policy (“UDRP”) and the Sunrise Dispute Resolution Policy (“SDRP”)
iii.	immediately correct and update the registration information for the Registered Name during the registration term for the Registered Name; and
iv.	acknowledge that the Registry Operator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period or the Land Rush Period, including, without limitation: (a) the ability or inability of a registrant to obtain a Registered Name during these periods, and (b) the results of any dispute over a Sunrise Registration.

21. ADDITIONAL REQUIREMENTS FOR .BIZ REGISTRANTS

If You are registering a .BIZ domain name You also agree to:

.BIZ Restrictions

Registrations in the .BIZ TLD must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .BIZ Registration Restrictions (“Restrictions”), “bona fide business or commercial use” shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS:

A.	To exchange goods, services, or property of any kind;
B.	In the ordinary course of trade or business; or
C.	To facilitate (i) the exchange of goods, services, information, or property of any kind; or, (ii) the ordinary course of trade or business. Registering a domain name solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation shall not constitute a “bona fide business or commercial use” of that domain name.

.BIZ Certification

As a .BIZ domain name registrant, You hereby certify to the best of Your knowledge that:

A.	The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation. More information on the .BIZ restrictions, which are incorporated herein by reference, are available online.
B.	The domain name registrant has the authority to enter into the registration agreement; and
C.	The registered domain name is reasonably related to the registrant’s business or intended commercial purpose at the time of registration.

Domain Name Dispute Policy

If You reserved or registered a .BIZ domain name through us, You agree to be bound by our current domain name dispute policy that is incorporated herein and made a part of this Agreement by reference. Please take the time to familiarize Yourself with that policy. In addition, You hereby acknowledge that You have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:

A.	The Uniform Domain Name Dispute Policy;
B.	The Start-up Trademark Opposition Policy (“STOP”); and
C.	The Restrictions Dispute Resolution Criteria and Rules.

The STOP sets forth the terms and conditions in connection with a dispute between a registrant of a .BIZ domain name (“Registrant”) with any third party (other than Registry Operator or Registrar) over the registration or use of a .BIZ domain name registered by Registrant that is subject to the Intellectual Property Claim Service. The Intellectual Property Claim Service a service introduced by Registry Operator to notify a trademark or service mark holder (“Claimant”) that a second-level domain name has been registered in which that Claimant claims intellectual property rights. In accordance with the STOP and its associated Rules, those Claimants will have the right to challenge registrations through independent ICANN-accredited dispute resolution providers.

The UDRP sets forth the terms and conditions in connection with a dispute between a Registrant and any party other than the Registry Operator or Registrar over the registration and use of an Internet domain name registered by Registrant.

The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the Restrictions will be enforced directly by or through Registry Operator. Registry Operator will not review, monitor, or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the SUDRP or UDRP processes.

Domain Name Dispute Policy Modifications

You agree that we, in our sole discretion, may modify our dispute policy. We will post any such revised policy on our Web site at least thirty (30) calendar days before it becomes effective. You agree that, by maintaining the reservation or registration of Your domain name after modifications to the dispute policy become effective, You have agreed to these modifications. You acknowledge that if You do not agree to any such modification, You may terminate this Agreement. We will not refund any fees paid by You if You terminate Your Agreement with us.

Domain Name Disputes

You agree that, if Your use of our domain name registration services is challenged by a third party, You will be subject to the provisions specified in our dispute policy in effect at the time of the dispute. You agree that in the event a domain name dispute arises with any third party, You will indemnify and hold us harmless pursuant to the terms and conditions set forth below in this Agreement. If we are notified that a complaint has been filed with a judicial or administrative body regarding Your use of our domain name registration services, You agree not to make any changes to Your domain name record without our prior approval. We may not allow You to make changes to such domain name record until (i) we are directed to do so by the judicial or administrative body, or (ii) we receive notification by You and the other party contesting Your registration and use of our domain name registration services that the dispute has been settled. Furthermore, You agree that if You are subject to litigation regarding Your registration and use of our domain name registration services, we may deposit control of Your domain name record into the registry of the judicial body by supplying a party with a registrar certificate from us.

Reservation of Rights

Go Daddy and the .BIZ Registry Operator, NeuLevel, Inc. expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Go Daddy and/or NeuLevel, Inc., as well as their affiliates, subsidiaries, officers, directors and employees. Go Daddy and NeuLevel, Inc. also reserve the right to freeze a domain name during resolution of a dispute.

Indemnification

You agree to indemnify, defend and hold harmless the .BIZ Registry Operator, NeuLevel, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

22. PROVISIONS SPECIFIC TO .US REGISTRATIONS

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein. These policies may prohibit You from changing, transferring, or assigning the name You have submitted as Registrant.

The Registrant certifies that it meets the following Nexus Requirements to qualify to register to use a .US domain name.

A. Registrants must be either:

i.	A natural person (i) who is a United States citizen, (ii) who is a permanent resident of the United States of America or any of its possessions or territories, or (ii) whose primary place of domicile is in the United States of America or any of its possessions, or;
ii.	An entity or organization that is (i) incorporated within one of the fifty (50) U.S. states, the district of Columbia, or any of the United States possessions or territories or (ii) organized or otherwise constituted under the laws of a state of the United States of America, the District of Columbia or any of its possessions (including a federal, state, or local government of the United States, or a political subdivision thereof, and non-commercial organizations based in the United States), or;
iii.	A foreign entity or organization that has a bona fide presence in the United States of America or any of its possession or territories that also (i) regularly engages in lawful activities (sales of goods or services or other business, commercial or non-commercial including not-for-profit activities) in the Unites States, or (ii) maintains an office or other property within the United States.

B. The name servers listed for all .US domain names must be based within the United States of America or any of its possessions or territories.

Registrant further certifies that Go Daddy has requested specific information regarding how the Registrant meets the Nexus requirement and that Registrant has willingly volunteered such information. Registrant understands and agrees that such information will be verified and will be shared with the .US Registry.

Registrant understands and agrees that if such information cannot be verified, or if Registrant fails to continue to abide by the Nexus Requirements, the registered domain name shall be subject to immediate cancellation.

Indemnification

You agree to indemnify and hold harmless the .US Registry Operator, NeuStar, and its directors, officers, employees, representatives, agents, affiliates, and stockholders from and against any and all claims, suits, actions, other proceedings, damages, liabilities, costs and expenses of any kind, including without limitation reasonable legal fees and expenses, arising out of or relating to the Registrant’s (i) .US domain name registration and (ii) use of any .US registered domain name.

.US Registration Restrictions

You understand and agree that when You register one of these domains, that You are prohibited from using any profanity in the domain name, pursuant to the .US policy available

online. The definition of profanity can be found in the Supreme Court decision, FCC v. Pacifica Foundation, made famous by George Carlin.

Further, You acknowledge and agree that You are not permitted to purchase private or proxy .US registrations. You shall register for any and all .US registrations using Your personal information, which information You represent and warrant is current, accurate and complete.

23. PROVISIONS SPECIFIC TO .NAME REGISTERED ITEMS

Eligibility Requirements — Dispute Resolution

You represent and warrant that the name You are registering is Your legal, personal name, or that You own the intellectual property rights to that name. If at any time it is discovered that it is not Your legal personal name, or Your intellectual property, the .NAME Registry Operator, Global Name Registry (GNR) and Go Daddy reserve the right to cancel Your registration without refund, or transfer it to another party. In addition to the above You agree to be bound by the provisions of the entire Eligibility Requirements Dispute Resolution Policy.

Consent — Defensive Registration

A Defensive Registration is a registration designed for the protection of trademarks and service marks and may be granted to prevent a third party from registering a variation of a trademark or the exact trademark. If the name You wish to register is subject to a Defensive Registration, You have three options: (i) You may register a variation of the name, (ii) You may challenge the Defensive Registration under the Eligibility Requirements Dispute Resolution Policy (“ERDRP”), or (iii) You may request Consent from the Defensive Registrant. You can request Consent by contacting the Defensive Registrant listed in the GNR whois database and requesting consent to register the .name domain. If the Defensive Registrant grants consent, they must confirm in writing that they grant consent. If the Defensive Registrant does not grant consent, you may wish to challenge the Defensive Registration under the ERDRP. The policy is available online.

Acceptable Use Policy

You agree to be bound by GNR’s Acceptable Use Policy . Among other limitations, this policy prohibits You from using your .name Email to engage in Spamming activities. You will be limited to a maximum of 500 messages sent from Your .name at a time.

Waiver of Liability

You agree that GNR and Go Daddy will have no liability of any kind for any loss or liability resulting from (i) the processing of registration requests prior to live SRS launch, including, without limitation, the ability or inability to obtain a domain name or email address registration using these processes; or (ii) any dispute over any domain name or email address registration, including the decision of any dispute resolution proceeding related to any of the foregoing.

Indemnification

You agree to indemnify, defend and hold harmless GNR, and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Item Holder’s registration. You agree that this indemnification obligation shall

survive the termination or expiration of this Registration Agreement.

24. PROVISIONS SPECIFIC TO .EU REGISTRATIONS

.EU Registration Restrictions

You acknowledge and agree that You are not permitted to purchase private or proxy .EU registrations. You shall register for any and all .EU registrations using Your personal information, which information You represent and warrant is current, accurate and complete.

Jurisdiction

For the adjudication of disputes concerning or arising from use of the registered .EU domain name. You agree to submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (1) Your domicile state, (2) the State of Arizona and (3) the United Kingdom.

Sunrise and General Pre-registration Applications

You acknowledge and agree that the submitting of a “Sunrise or General Pre-registration Application” does not ensure that a domain name shall be successfully awarded or registered. In the event that an application does not result in a successful registration, the registration fee shall be refunded. In the case of a “Sunrise Application” where an application fee was collected, a portion of that fee shall be refunded after the deduction of a handling fee, which You acknowledge and agree is subject to change based on fluxuations in the US Dollar and Euro exchange rates.

25. OTHER COUNTRY CODE TOP LEVEL DOMAINS

You represent and warrant that You meet the eligibility requirements of each country code top level domain (“ccTLD”) You apply for. You further agree to be bound by any registry rules, policies, and agreements for that particular ccTLD. These may include, but are not limited to, agreeing to indemnify the ccTLD provider, limiting the liability of the ccTLD provider, and requirements that any disputes be resolved under that particular country’s laws.

26. PROVISIONS SPECIFIC TO .AT REGISTRATIONS

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

27. PROVISIONS SPECIFIC TO .BE REGISTRATIONS.

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

28. PROVISIONS SPECIFIC TO .CO.NZ, .NET.NZ, AND .ORG.NZ REGISTRATIONS.

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

30. ADDITIONAL REQUIREMENTS FOR .UK (.ORG.UK, .ME.UK, .CO.UK) REGISTRATIONS

You understand and agree that when You register one of these domains, that the minimum term is two years.

31. PROVISIONS SPECIFIC TO .BE REGISTRANTS

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

32. PROVISIONS SPECIFIC TO .DE REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

.DE Registration Restrictions

You represent and warrant that You or Your administrative contact has a German address, which cannot be a P.O. Box. You may not use the names of other top-level domains (e.g. .ARPA, .COM, .EDU, .GOV, .INT, .NET, .NATO, .MIL, .ORG and all country-related TLDs) or German automobile identification numbers as domain names.

33. .JP REGISTRATION RESTRICTIONS

You represent and warrant that You have a local presence in Japan with a home or office address. You agree that certain domains are reserved and can only be registered by certain parties. These include:

i.	TLDs, other than ccTLDs, as determined by ICANN;
ii.	Geographical-type .JP domain names that are defined as metropolitan, prefectural, and municipal labels;
iii.	Names of primary and secondary educational organizations
iv.	Names of organizations related to Internet management;
v.	Names required for .JP domain name operations; and
vi.	Character strings which may be confused with ASCII-converted Japanese domain names.

The complete list of .JP Reserved Domains is available online .

Additional Requirements for .JP Registrants

You agree to be bound by any registry rules, policies, and agreements for this ccTLD, which are incorporated herein. You must choose from the following list of Japanese Prefecture codes and submit this information with Your order. Prefecture codes are defined as follows:

01 HOKKAIDO
13 SAITAMA
25 OSKA
37 TOKUSHIMA

02 AOMORI
14 IBARAKI
26 WAKAYAMA
38 EHIME

03 IWATE
15 TOCHIGI

27 HYOGO
39 KOCHI

04 AKITA
16 GUNMA
28 TOYAMA
40 FUKUOKA

05 YAMAGATA
17 YAMANASHI
29 FUKUI
41 SAGA

06 MIYAGI
18 SHIZUOKA
30 ISHIKAWA
42 NAGASAKI

07 FUKUSHIMA
19 GIFO
31 OKAYAMA
43 KUMAMOTO

08 NIIGATA
20 AICHI
32 SHIMANE
44 OITA

09 NAGANO
21 MIE
33 YAMAGUCHI
45 MIYAZAKI

10 TOKYO
22 KYOTO
34 TOTTORI
46 KAGOSHIMA

11 KANAGAWA
23 SHIGA
35 HIROSHIMA
47 OKINAWA

12 CHIBA
24 NARA
36 KAGAWA

34. PROVISIONS SPECIFIC TO .NZ REGISTRANTS (.CO.NZ, .ORG.NZ, .NET.NZ)

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

If you are registering a Second Level Domain under this ccTLD, You further agree to be

bound by the Second Level Domain’s rules, policies, and agreements, which are incorporated and made a part of this Agreement herein.

.NZ Registration Restrictions (.CO.NZ, .ORG.NZ, NET.NZ)

You represent and warrant that You are an identifiable individual over 18 years of age or a properly constituted organization.

35. PROVISIONS SPECIFIC TO .AT REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

36. PROVISIONS SPECIFIC TO .UK REGISTRANTS (.ORG.UK, .ME.UK, .CO.UK)

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and the rules are available online, and are incorporated herein.

If you are registering a Second Level Domain under this ccTLD. You further agree to be bound by the Second Level Domain’s rules, policies, and agreements, which are incorporated and made a part of this Agreement herein.

37. PROVISIONS SPECIFIC TO .CC REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

38. PROVISIONS SPECIFIC TO .TV REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

.TV Registration Restrictions

If You are registering a multi-lingual .TV domain name, You are aware of and agree that the domain name must be less than 16 characters in length. The FAQ on multi-lingual .TV domain names is available online.

40. ADDITIONAL REQUIREMENTS FOR .CN REGISTRANTS

If You are registering a .CN domain name You also agree to:

Limitations on Registration

You may not register lor use a domain name that is deemed by China Internet Network Information Center (“CNNIC”) to:

i.	Be against the basic principles prescribed in the Constitution of the Peoples Republic of China (“PRC”);
ii.	Jeopardize national security, leak state secrets, intend to overturn the

	government, or disrupt the state of integrity of the PRC;
iii.	Harm national honor and national interests of the PRC;
iv.	Instigate hostility or discrimination between different nationalities, or disrupt the national solidarity of the PRC;
v.	Violate the PRC’s religion policies or propagate cult and feudal superstition;
vi.	Spread rumors, disturb public order or disrupt social stability of the PRC;
vii.	Spread pornography, obscenity, gambling, violence, homicide, terror or instigate crimes in the PRC;
viii.	Insult, libel against others and infringe other people’s legal rights and interests in the PRC; or
ix.	Take any other action prohibited in laws, rules and administrative regulations of the PRC.
x.

Restrictions on Transfer of cnTLD Domain Names

You understand that you may not transfer to or from a domain registrar that is headquartered or controlled by an entity located inside China.

Jurisdiction

For the adjudication of disputes concerning or arising from use of the registered .CN Domain Name, You agree to submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (1) your domicile state, (2) Arizona , and (3) the People’s Republic of China.

Suspension of Service:

You agree that Your registration of the .cnTLD domain name shall be subject to suspension, cancellation, or transfer pursuant to any NeuLevel or CNNIC adopted specification or policy.

Compliance with CNNIC Dispute Resolution Policy

You agree to obey, comply with and be bound by the CNN Dispute Resolution Policy and any and all updates, revisions and modifications, which may be made by CNNIC from time to time. The CNNIC Dispute Resolution Policy may be currently accessed here.

Right to Accept Notice

You give Go Daddy the right to accept written complaints from third parties against false and/or inaccurate Who is data and You agree to follow any procedural regulation that may exist between the .CN registry operator, currently NeuLevel Inc. and Go Daddy .

Indemnification

You agree to indemnify, defend and hold harmless the .CN Registry Operator, NeuLevel, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

.CN Registration Restrictions

You acknowledge and agree that You are not permitted to purchase private or proxy .CN registrations. You shall register for any and all .CN registrations using Your personal information, which information You represent and warrant is current, accurate and complete.

41. ADDITIONAL REQUIREMENTS FOR .JOB REGISTRANTS

If You are registering a .JOB domain name You also:

i.	Agree to provide information regarding membership in a Human Resource Association, and the identity of any such association;
ii.	Agree to provide the URL of Your existing company website;
iii.	Acknowledge that you have read, understood and agree to be bound by the .Job’s Registry-Registrant agreement as amended from time to time, located here;
iv.	Warrant that you meet the eligibility requirements as provided by the Registry and as modified from time to time, and to abide by the JOBS Usage Policy and Terms and Conditions as amended from time to time and stated here;
v.	Agree to abide by the SHRM code of professional ethics as stated here;
vi.	Agree to indemnify, defend and hold harmless the Registry Operator and its subcontractors, shareholders, directors, officers, employees, affiliates and agents of each of them from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to Your domain name registration. This indemnification obligation shall survive the termination or expiration of this Agreement; and
vii.	Further acknowledge and agree that the Registry Operator is an intended third party beneficiary of this Agreement, with a right to enforce the terms and provisions contained herein.

Exhibit B
Registrar’s Dispute Policy

[If not provided, the Uniform Domain Name Dispute Resolution Policy as Approved by ICANN on October 24, 1999 shall apply]

  .net Registry-Registrar Agreement

Page 16 of 28

Exhibit C
Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT is entered into by and between VeriSign, Inc., a Delaware corporation, with a place of business located at 21345 Ridgetop Circle, Dulles, Virgina 20166 (“VNDS”), and GO DADDY SOFTWARE, INC., an Arizona corporation having its principal place of business in Arizona (“Registrar”), through their authorized representatives, and takes effect on the date executed by the final party (the “Effective Date”)

Under this Confidentiality Agreement (“Confidentiality Agreement”), the Parties intend to disclose to one another information which they consider to be valuable, proprietary, and confidential.

NOW, THEREFORE, the parties agree as follows:

1. Confidential Information

1.1. “Confidential Information”, as used in this Confidentiality Agreement, shall mean all information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation and documentation, and functional and interface specifications, provided by the disclosing party to the receiving party under this Confidentiality Agreement and marked or otherwise identified as Confidential, provided that if a communication is oral, the disclosing party will notify the receiving party in writing within 15 days of the disclosure.

2. Confidentiality Obligations

2.1. In consideration of the disclosure of Confidential Information, the Parties agree that:

(a) The receiving party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information received from the disclosing party, including implementing reasonable physical security measures and operating procedures.

(b) The receiving party shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the receiving party is a corporation, partnership, or similar entity, disclosure is permitted to the receiving party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the receiving party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the terms of this Confidentiality Agreement.

(c) The receiving party shall not modify or remove any Confidential legends and/or copyright notices appearing on any Confidential Information.

.net Registry-Registrar Agreement

Page 17 of 28

2.2. The receiving party’s duties under this section (2) shall expire five (5) years after the information is received or earlier, upon written agreement of the Parties.

3. Restrictions On Use

3.1. The receiving party agrees that it will use any Confidential Information received under this Confidentiality Agreement solely for the purpose of providing domain name registration services as a registrar and for no other purposes whatsoever.

3.2. No commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other VNDS proprietary rights are granted by the disclosing party to the receiving party by this Confidentiality Agreement, or by any disclosure of any Confidential Information to the receiving party under this Confidentiality Agreement.

3.3. The receiving party agrees not to prepare any derivative works based on the Confidential Information.

3.4. The receiving party agrees that any Confidential Information which is in the form of computer software, data and/or databases shall be used on a computer system(s) that is owned or controlled by the receiving party.

4. Miscellaneous

4.1. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and all applicable federal laws. The Parties agree that, if a suit to enforce this Confidentiality Agreement is brought in the U.S. Federal District Court for the Eastern District of Virginia, they will be bound by any decision of the Court.

4.2. The obligations set forth in this Confidentiality Agreement shall be continuing, provided, however, that this Confidentiality Agreement imposes no obligation upon the Parties with respect to information that (a) is disclosed with the disclosing party’s prior written approval; or (b) is or has entered the public domain through no fault of the receiving party; or (c) is known by the receiving party prior to the time of disclosure; or (d) is independently developed by the receiving party without use of the Confidential Information; or (e) is made generally available by the disclosing party without restriction on disclosure.

4.3. This Confidentiality Agreement may be terminated by either party upon breach by the other party of any its obligations hereunder and such breach is not cured within three (3) calendar days after the allegedly breaching party is notified by the disclosing party of the breach. In the event of any such termination for breach, all Confidential Information in the possession of the Parties shall be immediately returned to the disclosing party; the receiving party shall provide full

.net Registry-Registrar Agreement Page 18 of 28

voluntary disclosure to the disclosing party of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of Sections 2 and 3 hereof shall survive such termination and remain in full force and effect. In the event that the Registrar License and Agreement between the Parties is terminated, the Parties shall immediately return all Confidential Information to the disclosing party and the receiving party shall remain subject to the obligations of Sections 2 and 3.

4.4. The terms and conditions of this Confidentiality Agreement shall inure to the benefit of the Parties and their successors and assigns. The Parties’ obligations under this Confidentiality Agreement may not be assigned or delegated.

4.5. The Parties agree that they shall be entitled to seek all available legal and equitable remedies for the breach of this Confidentiality Agreement.

4.6. The terms and conditions of this Confidentiality Agreement may be modified only in a writing signed by VNDS and Registrar.

4.7. EXCEPT AS MAY OTHERWISE BE SET FORTH IN A SIGNED, WRITTEN AGREEMENT BETWEEN THE PARTIES, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL INFORMATION, AND THE PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO ONE ANOTHER RESULTING FROM RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.

4.8. If any part of this Confidentiality Agreement is found invalid or unenforceable, such part shall be deemed stricken herefrom and the Parties agree: (a) to negotiate in good faith to amend this Confidentiality Agreement to achieve as nearly as legally possible the purpose or effect as the stricken part, and (b) that the remainder of this Confidentiality Agreement shall at all times remain in full force and effect.

4.9. This Confidentiality Agreement contains the entire understanding and agreement of the Parties relating to the subject matter hereof.

4.10. Any obligation imposed by this Confidentiality Agreement may be waived in writing by the disclosing party. Any such waiver shall have a one-time effect and shall not apply to any subsequent situation regardless of its similarity.

4.11. Neither Party has an obligation under this Confidentiality Agreement to purchase, sell, or license any service or item from the other Party.

4.12. The Parties do not intend that any agency or partnership relationship be

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created between them by this Confidentiality Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, duly authorized representatives of VNDS and Registrar have executed this Confidentiality Agreement in Virginia on the dates indicated below.

Company Name:	GO DADDY SOFTWARE, INC.
By:	/s/ Robert Parsons
Printed Name:	ROBERT R. PARSONS
Title:	PRESIDENT
Date:	OCTOBER 17, 2005
VeriSign, Inc.
By:	/s/ Raynor Dahlquist
Printed Name:	Raynor Dahlquist
Title:	VP
Date:	11/1/05

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Exhibit D
REGISTRATION FEES

1. Domain-Name Initial Registration Fee

Registrar agrees to pay US $3:50, plus a US $0.75 ICANN fee, per annual increment of an initial domain name registration, or such other amount as may be established in accordance with Section 5.1(b) above.

2. Domain-Name Renewal Fee

Registrar agrees to pay US $3.50, plus a US $0.75 ICANN fee, per annual increment of a domain name registration renewal, or such other amount as may be established in accordance with Section 5.1(b) above.

3. Domain Name Transfer

Registrar agrees to pay US $3.50, plus a US $0.75 ICANN fee, per domain name that is transferred to Registrar from another ICANN-Accredited Registrar, or such other amount as may be established in accordance with Section 5.1 (b) above.

4. Restore or Update

Registrar agrees to pay US $40.00 per use of the RRP Restore or EPP Update command for a domain name, or such other amount as may be established in accordance with Section 5.1(b) above.

5. Sync

Registrar agrees to pay US $2.00, plus $1.00 per month of the sync, for each use of the Supported Protocol Syne command, or such other amount as may be established in accordance with Section 5.1(b) above.

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Exhibit E
Service Level Agreement

The VeriSign, Inc. (“Registry Operator”) registry strives to provide a world-class level of service to its customers. This Service Level Agreement (“SLA”) provides remedies in the form of SLA Credits (as defined in Section 2 below) should the operational performance of Registry Operator fall below certain Performance Specifications identified in Appendix 7.

1. Definitions.

Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to them in the Registry Agreement, including, but not limited to Appendix 7.

2. SLA Credits.

If the Registry Operator fails to meet the Performance Specifications defined in Appendix 7, Part 7 thereof, to which Credit Levels apply, the Registry Operator shall pay credits to ICANN-Accredited Registrar(s) in accordance with the identified Credit Level for such failed Performance Specifications metrics, calculated in accordance with the Credit Level tables set forth in this Section 2 (“SLA Credit”). The SLA Credit due to each ICANN-Accredited Registrar shall be paid as an offset to registrations and other fees owed to Registry Operator by the ICANN-Accredited Registrar. SLA Credits represent the total credits, penalties and/or liabilities that may be assessed to the Registry Operator for a breach of the Performance Specifications set forth in Appendix 7. All SLA Credits shall be paid in U.S. Dollars. The Credit Level Table (Refer to Table SLA Credits) indicates the corresponding Credit Level for each Performance Specification to which Credit Levels apply. This SLA will be reconciled on a quarterly basis and unless otherwise specified in this SLA, SLA Credits will be issued on a quarterly basis.

TABLE SLA Credits

App. 10			Name
Reference	Performance Specification	SRS	Server	Whois
2.2, 2.3, 2.4	Service Availability	Level 2	Level 1	Level 2
3.1	Planned Outage - Duration	Level 6	NA	NA
3.2	Planned Outage - Timeframe	Level 5	NA	NA
3.3	Planned Outage - Notification	Level 5	NA	NA
4.1	Extended Planned Outage - Duration	Level 6	NA	NA
4.2	Extended Planned Outage -Timeframe	Level 5	NA	NA
4.3	Extended Planned Outage -	Level 5	NA	NA
	Notification

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App. 10			Name
Reference	Performance Specification	SRS	Server	Whois
5.1	Processing Time - Check Domain	Level 3	NA	NA
5.2	Processing Time - Add/Create Domain	Level 3	NA	NA
5.3	Processing Time - Modify/Update and Delete Domain	Level 3	NA	NA
5.4	Processing Time - Whois Query	NA	NA	Level 3
5.5	Processing Time - DNS Name Server Resolution	NA	Level 3	NA
6.1	Update Frequency - DNS Name Server	NA	Level 4	NA
6.2	Update Frequency - Whois	NA	NA	Level 4

2.1 Credit Level 1 — Credit Level 1 is assessed for DNS Name Server Service Availability less than 100% per: Monthly Timeframe. If the DNS Name Server Service Availability Performance Specification is not met, the SLA Credit for Credit Level 1 shall be payable to active ICANN-Accredited Registrars 30 days after the applicable calendar month in which the Service Availability Performance Specification was not met. For purposes of this Appendix 10, an “active” ICANN-Accredited Registrar is one who has registered greater than 150 net new .net domain names in the previous Monthly Timeframe.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrars net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the Monthly Credit Amount set forth in Table Credit Level 1.

Table Credit Level 1

			30-60				2-10		10-30		over 30
	< 30 sec.’s		sec.’s		1-2 min.’s		min.’s		min.’s		min.’s
SLA Credit Amount	$	100,000	$	175,000	$	250,000	$	400,000	$	750,000	$	1,000,000

2.2 Credit Level 2 — Credit Level 2 is assessed for SRS Service Availability less than 99.99% per calendar year and for Whois Service Availability less than 100% per Monthly Timeframe. If a Service Availability Performance Specifications metrics are not met, the SLA Credit for Credit Level 2 shall be credited directly to active ICANN-Accredited Registrar(s) that meet the requirements of Section 3

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below in an amount equal to the duration of the outage times (OT) times the average daily number of .net registrations over the previous three (3) months (NRAvg) times the .net wholesale fee divided by the number of minutes per day (1,440 minutes).

Active ICANN-Accredited Registrar would be credited:

(.net Registry Fee)*(OT)*(NRAvg)

(1,440 minutes)

Additionally, for any month where the total combined Unplanned Outage of SRS and Whois is greater than 30 minutes, Registry Operator will credit active ICANN-Accredited Registrars that meet the requirements of Section 3 below One Thousand Dollars ($1,000).

2.3 Credit Level 3 — Credit Level 3 is assessed for failure to meet the Performance Specifications for the Processing Time for check domain, add/create, modify/update and delete domain commands, and DNS Name Server Resolution and Whois queries. If the Processing Time Performance Specifications metrics are not met, the SLA Credit for Credit Level 3 (Refer to Table Credit Level 3) shall be payable to active ICANN-Accredited Registrars in an amount based upon the % of time that the Processing Time exceeds the applicable Performance Specifications metric.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrars net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of net new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the SLA Credit Amount set forth in Table Credit Level 3 within 30 days after the applicable calendar month.

Table Credit Level 3

	15 -10%		10 - 25%		25 - 50%		> 50%
SLA Credit Amount	$	500	$	1,000	$	2,000	$	5,000

2.4 Credit Level 4 — Credit Level 4 is assessed for failure to meet the Performance Specifications for Update frequencies for DNS Name Server and Whois. If the Update frequency Performance Specifications metrics are not met, the SLA Credit for Credit Level 4 (Refer to Table Credit Level 4) shall be payable to active ICANN-Accredited Registrars in an amount based upon the % of time that the Update frequency exceeds the applicable Performance Specifications metric; provided,

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however, that SLA Credits shall not be available for Whois Update frequency until after March 31, 2006.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrar’s net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the SLA Credit Amount set forth in Table Credit Level 4.

Table Credit Level 4

	Up to 15		15
	minutes		minutes to		1 hour to
	over		1 hour		12 hours		> 12 hours
SLA Credit Amount	$	500	$	1,000	$	2,000	$	5,000

2.5 Credit Level 5 — Credit Level 5 is assessed for failure to meet the Performance Specifications for Planned Outage Timeframe, Planned Outage Notification, Extended Planned Outage Timeframe and Extended Planned Outage Notification. If the Performance Specifications metrics are not met, the SLA Credit for Credit Level 5 shall be payable to each active ICANN-Accredited Registrar that meets the requirements of Section 3 below in an amount equal to such active ICANN- Accredited Registrar’s net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times One Thousand Dollars ($1,000).

2.6 Credit Level 6 — Credit Level 6 is assessed for failure to meet the Performance Specifications for Planned Outage Duration and Extended Planned Outage Duration. If the Performance Specifications are not met, the SLA Credit for Credit Level 6 shall be payable directly to active ICANN-Accredited Registrar(s) that meet the requirements of Section 3 below in an amount equal to the Average Daily Volume (ADM) of net .net new adds as averaged over the course of the previous three months times the Planned Duration Overage (PDO) in minutes times the SLA Credit graduated financial penalty set forth in Table Credit Level 6. For purposes of this Appendix 10, PDO is calculated by subtracting the maximum allowable time in hours and minutes for an Planned Outage Duration or Extended Planned Outage Duration, as applicable, from the total outage in hours and minutes.

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Table Credit Level 6

		15 minutes to
	1 to 15 minutes	1 hour	1 to 3 hours	3 - 6 hours	> 6 hours
SLA Credit	ADM*PDO*$.25	ADM*PDO*$.5	ADM*PDO*$1	ADM*PDO*$1.50	ADM*PDO*$2

3. Registrar Responsibilities.

In order for ICANN-Accredited Registrars to claim SLA Credits outlined in this Appendix 10, the procedures of this Section 3 must be strictly followed.

3.1 The affected ICANN-Accredited Registrar must report each occurrence of alleged failure by Registry Operator to meet a Performance Specification and make a request for SLA Credit to the Registry Operator’s customer service help desk in the manner required by the Registry Operator (i.e., e-mail, fax, telephone) in order to be eligible for a SLA Credit.

3.2 Each ICANN-Accredited Registrar must inform the Registry Operator any time its estimated volume of transactions (excluding check domain commands) is expected to exceed the ICANN-Accredited Registrar’s previous month’s volume by more than 25%. In the event that an ICANN-Accredited Registrar fails to inform Registry Operator of a forecasted increase of volume of transactions of 25% or more and the ICANN-Accredited Registrar’s volume increases 25% or more over the previous month, and should the total volume of transactions for the Registry Operator for all ICANN-Accredited Registrars for that month exceed the Registry Operator’s actual volume of the previous month’s transactions by more than 20%, then the ICANN-Accredited Registrar will not be eligible for any SLA Credits outlined in this SLA in that Monthly Timeframe. An ICANN-Accredited Registrar shall provide such forecast at least 30 days prior to the first day of the applicable calendar month. Registry Operator agrees to provide monthly transaction summary reports to ICANN-Accredited Registrars via e-mail.

3.3 The affected ICANN-Accredited Registrar must provide documentation to support its claim for a SLA Credit. An ICANN-Accredited Registrar shall provide documentation in the form of either:

a) ICANN-Accredited Registrar initiated notification(s) to the Registry Operator of a Performance Specification that exceeded SLA limits or failed to meet SLA requirements, including the trouble ticket number issued by the Registry Operator. The closing ticket(s) should be included as well in order to determine the total downtime (unless the trouble ticket includes this); or

b) Notification from the Registry Operator (with trouble ticket number attached) of a Performance Specification that exceeded SLA limits or failed to meet SLA

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requirements. The closing ticket(s) should be included as well in order to determine the total downtime (unless the trouble ticket includes this).

3.4 In order to calculate credits, the affected ICANN-Accredited Registrar must include volume figures for the past three (3) calendar months (or, if less, such amount of time that the ICANN-Accredited Registrar has been authorized to register names in the .net registry) and a certification that these numbers accurately reflect the minimum number of registrations that would be covered during the affected period.

3.5 Registry Operator shall perform the required measurements in order to corroborate the total SLA Credits requested by ICANN-Accredited Registrar. Such measurements and associated documentation shall be delivered by e-mail to each of the ICANN-Accredited Registrars requesting a SLA Credit.

3.6 When the above steps have been accurately completed, Registry Operator shall provide notification of the number of SLA Credits that will be entered in the affected ICANN-Accredited Registrar’s account that can be used immediately toward .net domain name registrations and other fees owed to Registry Operator by the ICANN-Accredited Registrar.

4. Obligations.

4.1 Except in the case of cross-network name server performance (which is not a subject of this Service Level Agreement), Registry Operator will perform monitoring from at least two external locations and a minimum of one internal location as a means to verify that a) sessions can effectively be established and b) RRP and/or EPP commands can be successfully completed.

4.2 In the event that all ICANN-Accredited Registrars are affected by a SRS unavailability, the Registry Operator is responsible for opening a blanket trouble ticket and immediately notifying all ICANN-Accredited Registrar of the trouble ticket number and details.

4.3 In the event that the System Services are unavailable to an individual ICANN- Accredited Registrar, Registry Operator will use commercially reasonable efforts to re-establish the affected System Services for such ICANN-Accredited Registrar as soon as reasonably practicable. Any System Services unavailability attributable to any individual ICANN-Accredited Registrar that does not represent a System Services outage will not result in SLA Credits or be subject to this SLA.

4.4 ICANN-Accredited Registrar(s) and the Registry Operator agree to use reasonable commercial good faith efforts to establish the cause of any alleged System Services unavailability. If it is mutually determined to be a Registry Operator problem, the System Services unavailability will be subject to this SLA.

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4.5 The Registry Operator will use commercially reasonable efforts to restore any System Services within 24 hours after the termination of a force majeure event and restore full system functionality within 48 hours after the termination of a force majeure event. Outages due to a force majeure will not be considered System Services unavailability, impact the Performance Specifications set forth in Appendix 7, or be subject to this SLA.

4.6 The Registry Operator will open incident trouble tickets within a commercially reasonable period of time and will treat all system performance problems in order of decreasing severity and fix them within a commercially reasonable period of time. Incidents flagged by the measurement system will also qualify as ticketed events and will be subject to this SLA.

4.7 The Registry Operator will publish monthly system performance and Service Availability reports.

5. Miscellaneous.

5.1 This SLA is independent of any rights, obligations or duties set forth in the Registry Agreement. In the event of any conflict between the terms and conditions of this SLA and the Registry Agreement, the Registry Agreement shall control.

5.2 As an addendum to the Registry-Registrar Agreement (“RRA”), no provision in this SLA is intended to replace any term or condition in the RRA.

5.3 Dispute Resolution will be handled per RRA Section 6.7.

5.4 Any interruption of System Services that occurs, as a direct result of RRA Sections 2.12, 5.4, or 6.3, any other applicable provision within the RRA, or Registry Operator’s compliance with any Consensus Policy established after the Effective Date, will not be subject to this SLA, but only to the extent and for so long as such interruption of System Services is unavoidable by commercially reasonable efforts due to Registry Operator’s compliance with such provisions within the RRA or any Consensus Policy established after the Effective Date.

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EX-10.10

Exhibit 10.10

.NET Registry-Registrar Agreement

This Registry-Registrar Agreement (the “Agreement”) is dated as of November 14, 2005 (“Effective Date”) by and between VeriSign, Inc., a Delaware corporation, with a place of business located at 21345 Ridgetop Circle, Dulles, Virginia 20166 (“VNDS”), and WILD WEST DOMAINS, INC., an Arizona corporation, with its principal place of business located at 14455 N. HAYDEN RD., STE. 219, SCOTTSDALE, AZ, 85260 (“Registrar”). VNDS and Registrar may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, multiple registrars provide Internet domain name registration services within the .NET top-level domain wherein VNDS operates and maintains certain TLD servers and zone files;

WHEREAS, Registrar wishes to register second-level domain names in the multiple registrar system for the .NET TLD,

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, VNDS and Registrar, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

1.1. “DNS” refers to the Internet domain name system.

1.2. “ICANN” refers to the Internet Corporation for Assigned Names and Numbers.

1.3. “IP” means Internet Protocol.

1.4. “Registered Name” refers to a domain name within the domain of the Registry TLD, whether consisting of two or more (e.g., john.smith.name) levels, about which VNDS or an affiliate engaged in providing registry services maintains data in a registry database, arranges for such maintenance, or derives revenue from such maintenance. A name in a registry database may be a Registered Name even though it does not appear in a TLD zone file (e.g., a registered but inactive name).

1.5. “Registry TLD” means the .NET TLD.

1.6. The “System” refers to the multiple registrar system operated by VNDS for registration of Registered Names in the Registry TLD.

1.7. A “TLD” is a top-level domain of the DNS.

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1.8. The “Licensed Product” refers to the intellectual property required to access the Supported Protocol, and to the APIs, and software, collectively.

1.9. “EPP” means the Extensible Provisioning Protocol.

1.10. “RRP” means the Registry Registrar Protocol.

1.11. “Supported Protocol” means VNDS’s implementation of RRP, EPP, or any successor protocols supported by the System.

2. OBLIGATIONS OF THE PARTIES

2.1. System Operation and Access. Throughout the Term of this Agreement, VNDS shall operate the System and provide Registrar with access to the System to transmit domain name registration information for the Registry TLD to the System.

2.2. Distribution of RRP, EPP, APIs and Software. No later than three business days after the Effective Date of this Agreement, VNDS shall make available to Registrar (i) full documentation of the Supported Protocol, (ii) “C” and/or “Java” application program interfaces (“APIs”) to the Supported Protocol with documentation, and (iii) reference client software (“Software”) that will allow Registrar to develop its system to register second-level domain names through the System for the Registry TLD. If VNDS elects to modify or upgrade the APIs and/or Supported Protocol, VNDS shall provide updated APIs to the Supported Protocol with documentation and updated Software to Registrar promptly as such updates become available.

2.3. Registrar Responsibility for Customer Support. Registrar shall be responsible for providing customer service (including domain name record support), billing and technical support, and customer interface to accept customer (the “Registered Name Holder”) orders.

2.4. Data Submission Requirements. As part of its registration and sponsorship of Registered Names in the Registry TLD, Registrar shall submit complete data as required by technical specifications of the System that are made available to Registrar from time to time.

2.5. License. Registrar grants VNDS as Registry a non-exclusive nontransferable worldwide limited license to the data elements consisting of the Registered Name, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the TLD zone files or as otherwise required or permitted by VNDS’s Registry Agreement with ICANN concerning the operation of the Registry TLD, as may be amended from time to time.

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2.6. Registrar’s Registration Agreement and Domain Name Dispute Policy. Registrar shall have in effect an electronic or paper registration agreement with the Registered Name Holder. The initial form of Registrar’s registration agreement is attached as Exhibit A (which may contain multiple alternative forms of the registration agreement). Registrar may from time to time amend its form(s) of registration agreement or add alternative forms of registration agreement, provided a copy of the amended or alternative registration agreement is made available to VNDS in advance of the use of such amended registration agreement. Registrar shall include in its registration agreement those terms required by this Agreement and other terms that are consistent with Registrar’s obligations to VNDS under this Agreement. Registrar shall have developed and employ in its domain name registration business a domain name dispute policy, a copy of which is attached to this Agreement as Exhibit B (which may be amended from time to time by Registrar, provided a copy is made available to VNDS in advance of any such amendment).

2.7. Secure Connection. Registrar agrees to develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the System is secure. All data exchanged between Registrar’s system and the System shall be protected to avoid unintended disclosure of information. Each RRP or EPP session shall be authenticated and encrypted using two-way secure socket layer (“SSL”) protocol. Registrar agrees to authenticate every RRP or EPP client connection with the System using both an X.509 server certificate issued by a commercial Certification Authority identified by the Registry and its Registrar password, which it shall disclose only to its employees with a need to know. Registrar agrees to notify Registry within four hours of learning that its Registrar password has been compromised in any way or if its server certificate has been revoked by the issuing Certification Authority or compromised in any way.

2.7.1 Authorization Codes. At such time as Registrar employs EPP, Registrar shall not provide identical Registrar-generated authorization <authinfo> codes for domain names registered by different registrants with the same Registrar. VNDS in its sole discretion may choose to modify <authinfo> codes for a given domain and shall notify the sponsoring registrar of such modifications via EPP compliant mechanisms (i.e. EPP<poll> or EPP<domain:Info>). Documentation of these mechanisms shall be made available to Registrar by VNDS. The Registrar shall provide the Registered Name Holder with timely access to the authorization code along with the ability to modify the authorization code. Registrar shall respond to any inquiry by a Registered Name Holder regarding access to and/or modification of an authorization code within ten (10) calendar days.

2.8. Domain Name Lookup Capability. Registrar agrees to employ in its domain name registration business VNDS’s registry domain name lookup capability to determine if a requested domain name is available or currently unavailable for registration.

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2.9. Transfer of Sponsorship of Registrations. Registrar agrees to implement transfers of Registered Name registrations from another registrar to Registrar and vice versa pursuant to the Policy on Transfer of Registrations Between Registrars as may be amended from time to time by ICANN (the “Transfer Policy”).

2.10. Time. Registrar agrees that in the event of any dispute concerning the time of the entry of a domain name registration into the registry database, the time shown in the VNDS records shall control.

2.11. Compliance with Operational Requirements. Registrar agrees to comply with, and shall include in its registration agreement with each Registered Name Holder as appropriate, operational standards, policies, procedures, and practices for the Registry TLD established from time to time by VNDS in a non-arbitrary manner and applicable to all registrars (“Operational Requirements”), including affiliates of VNDS, and consistent with VNDS’s Registry Agreement with ICANN, as applicable, upon VNDS’s notification to Registrar of the establishment of those terms and conditions.

2.12. Resolution of Technical Problems. Registrar agrees to employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the Supported Protocol and the APIs in conjunction with Registrar’s systems. Registrar agrees that in the event of significant degradation of the System or other emergency, or upon Registrar’s violation of Operational Requirements, VNDS may, in its sole discretion, temporarily suspend or restrict access to the System. Such temporary suspensions or restrictions shall be applied in a nonarbitrary manner and shall apply fairly to any registrar similarly situated, including affiliates of VNDS.

2.13. Prohibited Domain Name Registrations. In addition to complying with ICANN standards, policies, procedures, and practices limiting domain names that may be registered, Registrar agrees to comply with applicable statutes and regulations limiting the domain names that may be registered.

2.14. Indemnification Required of Registered Name Holders. In its registration agreement with each Registered Name Holder, Registrar shall require each Registered Name holder to indemnify, defend and hold harmless VNDS, and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

3. LICENSE

3.1. License Grant. Subject to the terms and conditions of this Agreement,

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VNDS hereby grants Registrar and Registrar accepts a non-exclusive, nontransferable, worldwide limited license to use for the Term and purposes of this Agreement the Licensed Product, as well as updates and redesigns thereof, to provide domain name registration services in the Registry TLD only and for no other purpose. The Licensed Product, as well as updates and redesigns thereof, will enable Registrar to register domain names in the Registry TLD with the Registry on behalf of its Registered Name Holders. Registrar, using the Licensed Product, as well as updates and redesigns thereof, will be able to invoke the following operations on the System: (i) check the availability of a domain name, (ii) register a domain name, (iii) re-register a domain name, (iv) cancel the registration of a domain name it has registered, (v) update the nameservers of a domain name, (vi) transfer a domain name from another registrar to itself with proper authorization, (vii) query a domain name registration record, (viii) register a nameserver, (ix) update the IP addresses of a nameserver, (x) delete a nameserver, (xi) query a nameserver, and (xii) establish and end an authenticated session.

3.2. Limitations on Use. Notwithstanding any other provisions in this Agreement, except with the written consent of VNDS, Registrar shall not: (i) sublicense the Licensed Product or otherwise permit any use of the Licensed Product by or for the benefit of any party other than Registrar, (ii) publish, distribute or permit disclosure of the Licensed Product other than to employees, contractors, and agents of Registrar for use in Registrar’s domain name registration business, (iii) decompile, reverse engineer, copy or re-engineer the Licensed Product for any unauthorized purpose, (iv) use or permit use of the Licensed Product in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose. Registrar agrees to employ the necessary measures to prevent its access to the System granted hereunder from being used to (i) allow, enable, or otherwise support the transmission by e-mail, telephone, or facsimile of mass unsolicited, commercial advertising or solicitations to entities other than Registrar’s customers; or (ii) enable high volume, automated, electronic processes that send queries or data to the systems of VNDS or any ICANN-Accredited Registrar, except as reasonably necessary to register domain names or modify existing registrations.

3.3. Changes to Licensed Materials. VNDS may from time to time replace or make modifications to the Licensed Product licensed hereunder. In the event of a change in the Supported Protocol from RRP to EPP, Registrar shall migrate to, or implement, such Supported Protocols within eighteen (18) months of notice of such modification. For all other changes, VNDS will provide Registrar with at least ninety (90) days notice prior to the implementation of any material changes to the Supported Protocol, APIs or software licensed hereunder.

4. SUPPORT SERVICES

4.1. Engineering Support. VNDS agrees to provide Registrar with reasonable engineering telephone support (between the hours of 9 a.m. to 5 p.m. EST or at

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such other times as may be mutually agreed upon) to address engineering issues arising in connection with Registrar’s use of the System.

4.2. Customer Service Support. During the Term of this Agreement, VNDS will provide reasonable telephone and e-mail customer service support to Registrar, not Registered Name Holder or prospective customers of Registrar, for nontechnical issues solely relating to the System and its operation. VNDS will provide Registrar with a telephone number and e-mail address for such support during implementation of the Supported Protocol, APIs and Software. First-level telephone support will be available on a 7-day/24-hour basis. VNDS will provide a web-based customer service capability in the future and such web-based support will become the primary method of customer service support to Registrar at such time.

5. FEES

5.1. Registration Fees.

(a) Registrar agrees to pay VNDS the non-refundable fees set forth in Exhibit D for initial and renewal registrations and other services provided by VNDS (collectively, the “Registration Fees”).

(b) VNDS reserves the right to adjust the Registration Fees, provided that any price increase shall be made only upon six (6) months prior notice to Registrar, and provided that such adjustments are consistent with VNDS’s Registry Agreement with ICANN.

(c) Registrars shall provide VNDS a payment security comprised of an irrevocable letter of credit, cash deposit account or other acceptable credit terms agreed by the Parties (the “Payment Security”). VNDS will invoice Registrar monthly in arrears for each month’s Registration Fees. All Registration Fees are due immediately upon receipt of VNDS’s invoice and shall be secured by the Payment Security. If Registrar’s Payment Security is depleted, registration of domain names for the Registrar will be suspended and new registrations will not be accepted until the Payment Security is replenished.

5.2. Change in Registrar Sponsoring Domain Name. Registrar may assume sponsorship of a Registered Name Holder’s existing domain name registration from another registrar by following the Transfer Policy.

(a) For each transfer of the sponsorship of a domain-name registration under the Transfer Policy, Registrar agrees to pay VNDS the renewal registration fee associated with a one-year extension, as set forth above. The losing registrar’s Registration Fees will not be refunded as a result of any such transfer.

(b) For a transfer approved by ICANN under Part B of the Transfer Policy,

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Registrar agrees to pay VNDS US $0 (for transfers of 50,000 names or fewer) or US $50,000 (for transfers of more than 50,000 names).

Fees under this Section 5.2 shall be due immediately upon receipt of VNDS’s invoice pursuant to the Payment Security.

5.3. Charges for ICANN Fees. Registrar agrees to pay to VNDS, within ten (10) days of VNDS’s invoice, any variable registry-level fees paid by VNDS to ICANN, which fees shall be secured by the Payment Security. The fee will consist of two components; each component will be calculated by ICANN for each registrar:

(a) The transactional component of the Variable Registry-Level Fee shall be specified by ICANN in accordance with the budget adopted by the ICANN Board of Directors for each fiscal year but shall not exceed US$0.15.

(b) The per-registrar component of the Variable Registry-Level Fee shall be specified by ICANN in accordance with the budget adopted by the ICANN Board of Directors for each fiscal year, but the sum of the per registrar fees calculated for all registrars shall not exceed the total Per-Registrar Variable funding established pursuant to the approved 2004-2005 ICANN Budget.

5.4. Non-Payment of Fees. Timely payment of fees owing under this Section 5 is a material condition of performance under this Agreement. In the event that Registrar fails to pay its fees within five (5) days of the date when due, VNDS may: (i) stop accepting new initial or renewal registrations from Registrar; (ii) delete the domain names associated with invoices not paid in full from the Registry database; (iii) give written notice of termination of this Agreement pursuant to Section 6.1 (b) below; and (iv) pursue any other remedy under this Agreement.

6. MISCELLANEOUS

6.1. Term of Agreement and Termination.

(a) Term of the Agreement; Revisions. The duties and obligations of the Parties under this Agreement shall apply from the Effective Date through and including the last day of the calendar month sixty (60) months from the Effective Date (the “Initial Term”). Upon conclusion of the Initial Term, all provisions of this Agreement will automatically renew for successive five (5) year renewal periods until the Agreement has been terminated as provided herein, Registrar elects not to renew, or VNDS ceases to operate the registry for the Registry TLD. In the event that revisions to VNDS’s Registry-Registrar Agreement are approved or adopted by ICANN, Registrar shall have thirty (30) days from the date of notice of any such revision to review, comment on, and execute an amendment substituting the revised agreement in place of this Agreement, or Registrar may, at its option exercised within such thirty (30) day period, terminate this Agreement immediately by giving written notice to VNDS; provided, however, that in the event VNDS does

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not receive such executed amendment or notice of termination from Registrar within such thirty (30) day period of the date of the notice, Registrar shall be deemed to have executed such amendment as of the thirty-first (31st) day after the date of the notice.

(b) Termination For Cause. In the event that either Party materially breaches any term of this Agreement including any of its representations and warranties hereunder and such breach is not substantially cured within thirty (30) calendar days after written notice thereof is given by the other Party, then the nonbreaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination.

(c) Termination at Option of Registrar. Registrar may terminate this Agreement at any time by giving VNDS thirty (30) days notice of termination.

(d) Termination Upon Loss of Registrar’s Accreditation. This Agreement shall terminate in the event Registrar’s accreditation for the Registry TLD by ICANN, or its successor, is terminated or expires without renewal.

(e) Termination in the Event that Successor Registry Operator is Named. This Agreement shall terminate in the event that the U.S. Department of Commerce or ICANN, as appropriate, designates another entity to operate the registry for the Registry TLD.

(f) Termination in the Event of Bankruptcy. Either Party may terminate this Agreement if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party’s property or assets or the liquidation, dissolution or winding up of a Party’s business.

(g) Effect of Termination. Upon expiration or termination of this Agreement, VNDS will, to the extent it has the authority to do so, complete the registration of all domain names processed by Registrar prior to the date of such expiration or termination, provided that Registrar’s payments to VNDS for Registration Fees are current and timely. Immediately upon any expiration or termination of this Agreement, Registrar shall (i) transfer its sponsorship of Registered Name registrations to another licensed registrar(s) of the Registry, in compliance with Part B of the Transfer Policy, or any other procedures established or approved by the U.S. Department of Commerce or ICANN, as appropriate, and (ii) either return to VNDS or certify to VNDS the destruction of all data, software and documentation it has received under this Agreement.

(h) Survival. In the event of termination of this Agreement, the following shall survive: (i) Sections 2.5, 2.6, 2.14, 6.1(g), 6.2, 6.6, 6.7, 6.10, 6.12, 6.13, 6.14, and

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6.16; (ii) the Registered Name Holder’s obligations to indemnify, defend, and hold harmless VNDS, as stated in Section 2.14; and (iii) Registrar’s payment obligations as set forth in Section 5 with respect to fees incurred during the term of this Agreement. Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each Party shall be liable for any damage arising from any breach by it of this Agreement.

6.2. No Third Party Beneficiaries; Relationship of the Parties. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Registered Name Holder, with any remedy, claim, cause of action or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the Parties.

6.3. Force Majeure. Neither Party shall be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control.

6.4. Further Assurances. Each Party hereto shall execute and/or cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

6.5. Amendment in Writing. Except as otherwise provided in this Agreement, any amendment or supplement to this Agreement shall be in writing and duly executed by both Parties. Any new services approved by ICANN and purchased by Registrar will be subject to such terms and conditions as may be established by VNDS through an appendix to this Agreement executed by Registrar and VNDS.

6.6. Attorneys’ Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

6.7. Dispute Resolution; Choice of Law; Venue. The Parties shall attempt to resolve any disputes between them prior to resorting to litigation. This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of Virginia, United States of America without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction

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other than the internal laws of the Commonwealth of Virginia to the rights and duties of the Parties. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the eastern district of the Commonwealth of Virginia. Each Party to this Agreement expressly and irrevocably consents and submits to the jurisdiction and venue of each state and federal court located in the eastern district of the Commonwealth of Virginia (and each appellate court located in the Commonwealth of Virginia) in connection with any such legal proceeding.

6.8. Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, by e-mail or by telecopier during business hours) to the address or telecopier number set forth beneath the name of such Party below, unless party has given a notice of a change of address in writing:

if to Registrar:
Company Name:	WILD WEST DOMAINS, INC.
Attention:	LEGAL COUNSEL
Physical Address:	14455 N. HAYDEN ROAD, SUITE 219
City, State Postal:	SCOTTSDALE, ARIZONA 85260
Telephone Number:	480.505.8800
Facsimile Number:	480.624.2546
e-Mail Address:	LEGAL@GODADDY.COM
with a copy to:
Company Name:	N/A
Attention:
Physical Address:
City, State Postal:
Telephone Number:
Facsimile Number:
e-Mail Address:

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if to VNDS:
General Counsel
VeriSign, Inc.
487 E. Middlefield Road
Mountain View, California 94043
Telephone: 1/650/961/7500
Facsimile: 1/650/426/5113; and

with a copy to:
General Manager
VeriSign Naming and Directory Services
21345 Ridgetop Circle
Dulles, Virginia 20166
Telephone: 1/703/948/3200
Facsimile: 1/703/421/4873; and
e-Mail Address: cao@verisign-grs.com

with a copy to:
Associate General Counsel
VeriSign, Inc.
21355 Ridgetop Circle
Dulles, VA 20166
Telephone: 1/703/948/3200
Facsimile: 1/703/450/7492

6.9. Assignment/Sublicense. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the Parties hereto. Registrar shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person without the prior written consent of VNDS.

6.10. Use of Confidential Information. The Parties’ use and disclosure of Confidential Information disclosed hereunder are subject to the terms and conditions of the Parties’ Confidentiality Agreement (Exhibit C) that will be executed contemporaneously with this Agreement. Registrar agrees that the RRP, APIs and Software are the Confidential Information of VNDS.

6.11. Delays or Omissions; Waivers. No failure on the part of either Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is

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expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.12. Limitation of Liability. IN NO EVENT WILL VNDS BE LIABLE TO REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF VNDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.13. Construction. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

6.14. Intellectual Property. Subject to Section 2.5 above, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property.

6.15. Representations and Warranties

(a) Registrar. Registrar represents and warrants that: (1 ) it is a corporation duly incorporated, validly existing and in good standing under the law of the State of Arizona, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) it is, and during the Term of this Agreement will continue to be, accredited by ICANN or its successor, pursuant to an accreditation agreement dated after November 4, 1999, (4) the execution, performance and delivery of this Agreement has been duly authorized by Registrar, (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registrar in order for it to enter into and perform its obligations under this Agreement, and (6) Registrar’s Surety Instrument provided hereunder is a valid and enforceable obligation of the surety named on such Surety Instrument.

(b) VNDS. VNDS represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, performance and delivery of this Agreement has been duly authorized by VNDS, and (4) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by VNDS in order for it to enter into and perform its obligations under this Agreement.

(c) Disclaimer of Warranties. The RRP, EPP, APIs and Software are provided “as-is” and without any warranty of any kind. VNDS EXPRESSLY DISCLAIMS

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ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. VNDS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RRP, APIs OR SOFTWARE WILL MEET REGISTRAR’S REQUIREMENTS, OR THAT THE OPERATION OF THE RRP, APIs OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, VNDS DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE RRP, APIs, SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE RRP, APIs OR SOFTWARE PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR’S OWN SYSTEMS AND SOFTWARE.

6.16. Indemnification. Registrar, at its own expense and within thirty (30) days of presentation of a demand by VNDS under this paragraph, will indemnify, defend and hold harmless VNDS and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against VNDS or any affiliate of VNDS based on or arising from any claim or alleged claim (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar’s dispute policy, with any Registered Name Holder of Registrar; or (iii) relating to Registrar’s domain name registration business, including, but not limited to, Registrar’s advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) VNDS provides Registrar with prompt notice of any such claim, and (b) upon Registrar’s written request, VNDS will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses VNDS for its actual and reasonable costs. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without VNDS’s prior written consent, which consent shall not be unreasonably withheld. Registrar will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by VNDS in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.17. Entire Agreement; Severability. This Agreement, which includes Exhibits A, B, C, D and E constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent

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permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

6.18. Service Level Agreement. Appendix 10 of the Registry Agreement shall be incorporated into this Agreement and attached hereto as Exhibit E. For purposes of Exhibit E, an “active” ICANN Accredited Registrar’s (as defined in Section 2.1 of Exhibit E) net new .net domain names shall equal the difference between the total number of .net domain names registered by such Registrar in the previous Monthly Timeframe and the number of such domain names that subsequently were deleted during the add grace period or otherwise (except for deletions occurring at the end of the pending delete period).

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

VeriSign, Inc.
By:	/s/ Raynor Dahlquist
Printed Name:	/s/ Raynor Dahlquist
Title:	VP
Date:	11/1/05
Company Name:	WILD WEST DOMAINS, INC.
By:	/s/ Robert R. Parsons
Printed Name:	ROBERT R. PARSONS
Title:	PRESIDENT
Date:	OCTOBER 17, 2005

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Exhibit A
Registrar’s Registration Agreement
[To be supplied from time to time by Registrar]

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WILD WEST

DOMAIN NAME REGISTRATION AGREEMENT

This Wild West Domains, Inc. Domain Name Registration Agreement (“Agreement”) is by and between Wild West Domains, Inc. (“ Wild West”) an Arizona Corporation and You, Your heirs, agents, successors and assigns (“You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Wild West’s Domain Name Registration and represents the entire agreement between You and Wild West. By participating in this transaction, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, including our dispute policy and the ICANN Transfer Dispute Resolution Policy along with any new, different or additional terms, conditions or policies, including the Universal Terms of Service which Wild West may establish from time to time. Such Agreements may be found here.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with Wild West , whether or not the transactions were in Your behalf. You acknowledge that Wild West ‘s acceptance of any application made by You for services provided by Wild West will take place at Wild West’s offices located in Scottsdale, Arizona, USA,

You acknowledge that Wild West is a registrar bound by an agreement between Wild West and the Internet Corporation for Assigned Names and Numbers (“ICANN”). You agree that Wild West may modify this agreement in order to comply with applicable law and the terms and conditions set forth’by the Internet ICANN and/or the Registry Administrator chosen by ICANN, as well as any registration rules or policies that may be published from time to time by Wild West.

1. FEES

In consideration for the services and products (“service”) purchased by You and provided to You by Wild West, You agree to pay Wild West at the time service is provided. Payment is to be made by You by providing either a valid credit card, an online check, or using “Good As Gold ” to establish a cash reserve for charge by Wild West (collectively, the “Payment Method”). Personal checks and money orders may only be used only to fund “Good As Gold” (GAG) accounts, must be for payments of $100 or more, and issued in U.S. dollars for the full amount required at that time. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the product or service, and any check that bounces will result in a $25 bounced check fee. If You purchase an automatically renewing service or product by personal check, it is Your responsibility to make payment arrangements for each renewal payment. You understand that ICANN requires Wild West to collect a small registration fee when you purchase your domain name registration. You agree to pay such fees. Payments are non-refundable. If for any reason Wild West is unable to charge Your Payment Method for the full amount owed Wild West for the service provided, or if Wild West is charged a penalty for any fee it previously charged to your Payment Method, You agree that Wild West may pursue all available remedies in order to obtain payment. You agree that among the remedies Wild West may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names registered or renewed on Your behalf. Wild West reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges

will be billed to the Payment Method we have on file for You. You may change your Payment Method at any time by logging into Your Account Manager.

Domain Name Renewals

When You register a domain name, You have the option to elect that the domain name be automatically renewed upon reaching the expiration date. If You elect the automatic renewal option, Wild West will automatically renew, for a period equivalent to the length of your original registration, any domain name that is up for renewal and will take payment from the Payment Method You have on file with Wild West, at Wild West’s then current rates. Thus, if you have chosen to register your domain name for one year, Wild West will automatically renew it for one year. If you have chosen to register your domain name for two years, Wild West will automatically renew it for two years, and so on. Domain name renewals will be non refundable. If for any reason Wild West is not able to take the payment from the Payment Method You have on file, and You fail to respond to our notices, Your domain name registration will expire. It is Your responsibility to keep Your Payment Method information current, which includes the expiration date if you are using a credit card. If You do not elect that the domain name be automatically renewed, You have the responsibility of logging into Your account manager for that domain name and manually implementing the renewal by the expiration date (should You in fact want the domain name to be renewed). In this case, if You fail to manually implement the renewal in a timely fashion the domain name will be cancelled and You will no longer have use of that name. You agree that Wild West will not be responsible for cancelled domain names that You fail to renew, either automatically or manually. In any case, if You fail to renew Your domain name in a timely fashion, additional charges may apply. If You signed up for domain masking, domain forwarding, or any other similar service, with Your domain registration, these services may be automatically renewed when Your domain registration is up for renewal, and You may incur an additional renewal fee unless You cancel in advance.

If you fail to renew your domain name, you agree that Wild West may, at its sole discretion, renew your expired domain name on your behalf. If Wild West decides to renew your expired domain name on your behalf you will have a Renewal Grace Period during which you may reimburse Wild West for; the renewal and keep your domain name. The Renewal Grace Period is currently 12 days but subject to change under the terms of Section 2 of this Agreement. If you do not reimburse Wild West for the renewal during the Renewal Grace Period your domain name will be placed on Hold and flagged for deletion after which you will have a 30 day redemption period during which you may pay Wild West a Redemption fee and redeem your domain name. The Redemption fee is currently $80 USD and is subject to change under the terms of Section 2 of this agreement. If you do not redeem your domain name prior to the end of the 30 day redemption period Wild West may, at its sole discretion, delete your domain name or transfer it to another registrant on your behalf.

If your domain is deleted, the Registry also provides a 30 day Redemption Grace Period during which you may pay Wild West a redemption fee and redeem your domain name. The redemption fee is currently $80 USD and is subject to change under the terms of Section 2 of this agreement. If you do not redeem your domain name prior to the end of the Registry’s Redemption Grace Period the Registry will release your name and it will become available for registration on a first-come-first-served basis.

2. TERM OF AGREEMENT; MODIFICATIONS

The term of this agreement shall continue in full force and effect as long as You have any domain name registered through Wild West. You agree that You will not transfer any domain name registered through Wild West to another domain name registrar during the first sixty (60) days from its initial registration date.You further agree that Wild West may charge You a small

fee if You cancel Your domain within the five (5) day grace period after registering Your domain with Wild West and Wild West refunds the price of Your domain. Wild West will not charge You a fee if Wild West cancels Your domain name during this period because of fraud.

You agree that Wild West may modify this agreement from time to time. Wild West may also discontinue services it provides under this agreement. You agree to be bound by any changes Wild West may reasonably make to this agreement when such changes become effective. Should You elect to cancel Your agreement with Wild West You will not receive a refund for any fees You may have paid to Wild West.

You agree that Wild West shall not be bound by any representations made by third parties who You may use to purchase services from Wild West, and that any statements of a general nature, which may be posted on Wild West ’s web site or be contained in Wild West ’s promotional materials, will not bind Wild West.

3. UP TO DATE INFORMATION; USE OF INFORMATION AND EXPIRATION

You agree to notify Wild West within five (5) business days when any of the information You provided as part of the application and/or registration process changes. It is Your responsibility to keep this information in a current and accurate status. Failure by You, for whatever reason, to provide Wild West with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this agreement. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Wild West to determine the validity of information provided by You, shall also be considered to be a material breach of this agreement. You agree to retain a copy for Your record of the receipt for purchase of Your domain name.

You agree that for each domain name registered by You, the following contact data is required: postal address, email address, telephone number, and if available, a facsimile number for the registered name holder and, if different from the registered name holder, the same contact information for, a technical contact, an administrative contact and a billing contact

You acknowledge and agree that domain name registration requires that this contact information, in whole or in part, be shared with the registry operator. As required by ICANN, this information must also be made publicly available by means of Whois, and that the registry operator may also be required to make this information publicly available by Whois. Both Wild West and the registry operator may be required to archive this information with a third party escrow service. You hereby consent and give permission for all such requirements and disclosures. Further, You represent and warrant that, if You are providing information about a third party, You have notified the third party of the disclosure and the purpose for the disclosure and You have obtained the third party’s consent to such disclosure.

You agree that for each domain name registered by You the following information will be made publicly available in the Whois directory as determined by ICANN Policy and may be sold in bulk as set forth in the ICANN agreement:

• The domain name

• Your name and postal address

• The email address, postal address, voice and fax numbers for technical and administrative contacts

• The Internet protocol numbers for the primary and secondary name servers

• The corresponding names of the name servers

• The original date of registration and expiration date

You agree that, to the extent permitted by ICANN, Wild West may make use of the publicly available information You provided during the registration process. If You engage in the reselling of domain names You agree to provide any individuals whose personal information You’ve obtained, information about the possible uses of their personal information pursuant to ICANN policy. You also agree to obtain consent, and evidence of consent, from those individuals for such use of the personal information they provide.

4. DISPUTE RESOLUTION POLICY

You agree to be bound by our current Dispute Resolution Policy. This policy is incorporated herein and made a part of this agreement. You can view the Uniform Domain Name Dispute Resolution Policy online. You agree that Wild West may from time to time modify its Dispute Resolution Policy. Wild West will post any changes to its Dispute Resolution Policy at least 30 days before they become effective. You agree that by maintaining Your domain name registrations with Wild West after the updated policy becomes effective that You agree to the Dispute Resolution policy as amended. You agree to review Wild West’s web site periodically to determine if changes have been made to the Dispute Resolution Policy. If You cancel Your agreement with Wild West as a result of the modified Dispute Resolution policy no fees will be refunded to You.

You agree that if a dispute arises as a result of one or more domain names You have registered using Wild West, You will indemnify, defend and hold Wild West harmless as provided for in this agreement. You also agree that if Wild West is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a domain name registered by You using Wild West, that Wild West, in its sole discretion, may take whatever action Wild West deems necessary regarding further modification, assignment of and/or control of the domain name deemed necessary to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled. In this event You agree to hold Wild West harmless for any action taken by Wild West.

5. TRANSFER OF DOMAIN NAMES; RESALE PRACTICES

If You transfer any domain name You agree to provide the information required by, and to abide by, the procedures and conditions set forth in our Domain Transfer Agreement . You may view the latest version of our Domain Transfer Agreement online. In order to further protect Your domain, any domain registered with Wild West or transferred to Wild West shall be placed on lock status. The domain must be placed on unlock status in order to modify any of the Whois information including the name servers, or initiate a transfer of the domain name away from Wild West to a new Registrar. You may log into Your account with Wild West at any time after Your domain name has been successfully transferred to Wild West, and change the status to unlock.

You agree to inform any customer of Yours, who may be acquiring a domain name through You using Wild West ’s registration services, that they are in fact registering their domain name through Wild West and that Wild West is an accredited registrar with ICANN. You agree not to represent that You are an ICANN accredited registrar or that You are in any way providing superior access to the ICANN Domain Name Registry. You also agree not to use the ICANN trademark logo in any of Your promotional materials including Your web site.

You agree to obtain each of Your customers’ acceptances of Wild West ’s then current Domain Registration Agreement, and to retain evidence of their acceptance for a period of not less than three (3) years. Should You require that Your customers accept additional terms and conditions that are not required by Wild West , You agree that such additional terms and conditions shall not conflict with Wild West’s Domain Registration Agreement and the policies

and business procedures adopted by ICANN.

You agree that Wild West is not lending You access to its registrar connections or its registry access, nor will You be deemed to be a registrar in Your own right. Furthermore, You agree You will not attempt to gain access to Wild West’s registrar connections or registry access. You agree to provide complete, accurate and current data for each registrant to be added to a registry in accordance with ICANN requirements for inclusion in the Whois database.

You agree to provide Your customers with adequate customer support, and to maintain contact with them with regard to providing a medium for them to communicate changes in the information they provided as part of the domain name registration process. Upon receiving corrected or updated information You will, within 5 business days, provide such information to Wild West so Wild West may update its registration records. You will retain copies of all communications between You and Your customers and will upon request provide Wild West copies of same.

6. SUSPENSION OF SERVICES; BREACH OF AGREEMENT

You agree that, in addition to other events set forth in this agreement, (i) Your ability to use any of the services provided by Wild West is subject to cancellation or suspension in the event there is an unresolved breach of this agreement and/or suspension or cancellation is required by any policy now in effect or adopted later by ICANN, and (ii) Your registration of any domain names shall be subject to suspension, cancellation or transfer pursuant to any ICANN adopted specification or policy, or pursuant to any Wild West procedure not inconsistent with an ICANN adopted specification or policy, (1) to correct mistakes by Wild West or the registry operator in registering any domain name or (2) for the resolution of disputes concerning any domain name.

You agree that Your failure to comply completely with the terms and conditions of this agreement and any Wild West rule or policy may be considered by Wild West to be a material breach of this agreement and that Wild West may provide You with notice of such breach either in writing or electronically (i.e. email). In the event You do not provide Wild West with material evidence that,You have not breached Your obligations to Wild West within ten (10) business days, Wild West may terminate its relationship with You and take any remedial action available to Wild West under the applicable laws. Such remedial action may be implemented without notice to You and may include, but is not limited to, canceling the registration of any of Your domain names and discontinuing any services provided by Wild West to You. No fees will be refunded to You should Your agreement be cancelled or services be discontinued because of a breach.

Wild West’s failure to act upon or notify You of any event, which may constitute a breach, shall not relieve You from or excuse You of the fact that You have committed a breach.

7. RESTRICTION OF SERVICES; RIGHT OF REFUSAL

You agree not to use the services provided by Wild West, or to allow or enable others, to use the services provided by Wild West for the purposes of:

• The transmission of unsolicited email (Spam).

• Repetitive, high volume inquires into any of the services provided by Wild West (i.e. domain name availability, etc.).

If You are hosting Your domain’s domain name servers (“DNS”) on Wild West’s servers, or are using our systems to forward a domain, URL, or otherwise to a system or site hosted elsewhere, or if You have your domain name registered with Wild West, You are responsible

for ensuring that there is no excessive overloading on Wild West’s DNS systems. You may not use Wild West’s servers and Your domain as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, or other abusive attack. Server hacking or other perpetration of security breaches is prohibited. You agree that Wild West reserves the right to deactivate Your domain name from its DNS system if Wild West deems it is the recipient of activities caused by your site that threaten the stability of its network.

You agree that Wild West, in its sole discretion and without liability to You, may refuse to accept the registration of any domain name. Wild West also may in its sole discretion and without liability to You delete the registration of any domain name during the first thirty (30) days after registration has taken place. Wild West may also cancel the registration of a domain name, after thirty (30) days, if that name is being used in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event Wild West refuses a registration or deletes an existing registration during the first thirty (30) days after registration, You will receive a refund of any fees paid to Wild West in connection with the registration either being canceled or refused. In the event Wild West deletes the registration of a domain name being used in association with spam or morally objectionable activities, no refund will be issued.

8. LIMITATION OF LIABILITY

You agree that Wild West’s entire liability to you under this agreement, and your only remedy, in connection with any service provided by Wild West, to you under this agreement, and for any breach of this agreement by Wild West, shall be limited to the fees you paid to Wild West for the particular service in contention. Wild West and its agents and contractors shall not be liable for any direct, indirect incidental, special, or consequential damages resulting from the use of or inability to use any of Wild West’s services or for the cost of obtaining substitute services. Because certain states do not permit the limitation of elimination of liability for certain types of damage, Wild West ‘s liability shall be limited to the smallest amount permitted by law. Wild West disclaims any loss or liability resulting from:

i.	access delays or interruptions to our web site or domain name registration system
ii.	data non-delivery or misdelivery between You and Wild West
iii.	events beyond our control (i.e. acts of God)
IV.	the loss of registration or processing of a domain name or the use of a domain name
V.	the failure for whatever reason to renew a domain name registration
vi.	the unauthorized use of Your account with Wild West or any of services provided to You by Wild West
vii.	errors, omissions or misstatements
viii.	deletion of, failure to store, or failure to process or act upon email messages
ix.	processing of updated information to Your registration record
x.	development or interruption of Your web site
xi.	errors taking place with regard to the processing of Your application

xii.	application of Wild West ’s Dispute Resolution Policy
xiii.	any act or omission caused by You or Your agent (whether authorized by You or not)

9. INDEMNITY

You agree to release, defend, indemnify and hold harmless Wild West and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney’s fees, resulting from any claim, action, proceeding suit or demand arising out of or related to Your (including Your agents, affiliates or anyone using Your account with Wild West whether or not on Your behalf, and whether or not with Your permission) use of the services provided by Wild West. Should Wild West be notified of a pending law suit, or receive notice of the filing of a law suit, Wild West may seek a written confirmation from You concerning Your obligation to indemnify Wild West. Your failure to provide such a confirmation may be considered a breach of this agreement.

10. REPRESENTATION AND WARRANTIES

You warrant that all information provided by You as part of the registration process is complete and accurate. You also warrant that each registration You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s registration, trademark or trade name. You also warrant that the domain name being registered will not be used in connection with any illegal activity.

You agree that Wild West makes no representations or warranties or any kind in connection with this agreement and specifically makes no guaranty to You against the possibility of objection to, or challenge of, the registration or use of any domain name You register with Wild West.

Wild West expressly reserves the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Wild West, as well as its affiliates, subsidiaries, officers, directors and employees. Wild West also reserves the right to freeze a domain name during resolution of a dispute.

11. DISCLAIMER OF WARRANTIES

Wild West expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement Wild West makes no warranty that its service(s) will meet your requirements, or that the service(s) will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Wild West does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

12. SEVERABILITY; ENTIRETY

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

You agree that this agreement including the policies it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the complete and only agreement between You and Wild West

regarding the services contemplated herein.

13. VENUE; WAIVER OF TRIAL BY JURY

This agreement shall be deemed entered into in the state of Arizona. Except for all disputes concerning the use of a domain name registered with Wild West , the laws and judicial decisions of Maricopa county, Arizona, shall be used to determine the validity, construction, interpretation and legal effect of this agreement. For the adjudication of disputes concerning or arising from the use of a domain name registered with Wild West , You shall submit, without prejudice to other potential applicable jurisdictions, to the jurisdiction of the courts (1) of Your domicile and (2) where Wild West is located. You agree that any action relating to or arising out of this agreement, shall be brought in the courts of Maricopa county, Arizona.

You agree to waive the right to trial by jury in any proceeding that takes pace relating to or arising out of this agreement.

14. NOTICES

You agree that all notices (except for notices concerning breach of this agreement) from Wild West Domains, Inc. to You may be posted on our web site and will be deemed delivered within thirty (30) days after posting. Notices concerning breach will be sent either to the email address You have on file with Wild West Domains, Inc. or mailed first class postage to the postal address You have on file with Wild West Domains, Inc.. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from You to Wild West Domains, Inc. shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

Domain Services C/O Wild West Domains, Inc., 14455 North Hayden Rd., Suite 219, Scottsdale, AZ 85260 Delivery shall be deemed to have been made by You to Wild West Domains, Inc. five (5) days after the date sent.

15. PROVISIONS SPECIFIC TO ALL REGISTRATIONS

You agree to be bound by the rules, policies, and agreements of each Registry from which You purchase a domain registration, which may include, but are not limited to, Top Level Domain Registries and Second Level Domain Registries.

16. PROVISIONS SPECIFIC TO .COM, .NET, AND .CC REGISTRATIONS

Indemnification

You agree to indemnify, defend and hold harmless the .COM, .NET, and .CC Registry Operator, VeriSign, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

17. PROVISIONS SPECIFIC TO .ORG REGISTRANTS

Indemnification

You agree to indemnify, defend and hold harmless the .ORG Registry Operator, Public Interest Registry, and its subcontractors, shareholders, directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

18. PROVISIONS SPECIFIC TO INFO REGISTRANTS

Indemnification

You agree to indemnify, defend and hold harmless the .INFO Registry Operator, Afilias Limited, and its subcontractors, shareholders, directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

19. PROVISIONS SPECIFIC TO .WS (WEBSITE) REGISTRATIONS

Indemnification

You agree to indemnify, defend and hold harmless the .WS Registry Operator, Global Domains International, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration.

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration policies for this ccTLD are available online and are incorporated herein.

20. ADDITIONAL REQUIREMENTS FOR .INFO REGISTRANTS

If You are registering a .INFO domain name You also agree to:

i.	consent to the use, copying, distribution, publication, modification and other processing of Registered Name Holder’s Personal Data by the .info Registry Operator and its designees and agents;
ii.	submit to proceedings commenced under ICANN’s Uniform Domain Name Dispute Resolution Policy (“UDRP”) and the Sunrise Dispute Resolution Policy (“SDRP”);
iii.	immediately correct and update the registration information for the Registered Name during the registration term for the Registered Name; and
iv.	acknowledge that the Registry Operator will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period or the Land Rush Period, including, without limitation: (a) the ability or inability of a registrant to obtain a Registered Name during these periods, and (b) the results of any dispute over a Sunrise Registration.

21. ADDITIONAL REQUIREMENTS FOR .BIZ REGISTRANTS

If You are registering a .BIZ domain name You also agree to:

.BIZ Restrictions

Registrations in the .BIZ TLD must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .BIZ Registration Restrictions (“Restrictions”), “bona fide business or commercial use” shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS:

A.	To exchange goods, services, or property of any kind;
B.	In the ordinary course of trade or business; or
C.	To facilitate (i) the exchange of goods, services, information, or property of any kind; or, (ii) the ordinary course of trade or business. Registering a domain name solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation shall not constitute a “bona fide business or commercial use” of that domain name.

.BIZ Certification

As a .BIZ domain name registrant, You hereby certify to the best of Your knowledge that:

A.	The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation. More information on the .BIZ restrictions, which are incorporated herein by reference, are available online.
B.	The domain name registrant has the authority to enter into the registration agreement; and
C.	The registered domain name is reasonably related to the registrant’s business or intended commercial purpose at the time of registration.

Domain Name Dispute Policy

If You reserved or registered a .BIZ domain name through us, You agree to be bound by our current domain name dispute policy that is incorporated herein and made a part of this Agreement by reference. Please take the time to familiarize Yourself with that policy. In addition, You hereby acknowledge that You have read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement:

A.	The Uniform Domain Name Dispute Policy;
B.	The Start-up Trademark Opposition Policy (“STOP”); and
C.	The Restrictions Dispute Resolution Criteria and Rules.

The STOP sets forth the terms and conditions in connection with a dispute between a registrant of a .BIZ domain name (“Registrant”) with any third party (other than Registry Operator or Registrar) over the registration or use of a .BIZ domain name registered by Registrant that is subject to the Intellectual Property Claim Service. The Intellectual Property Claim Service a service introduced by Registry Operator to notify a trademark or service mark holder (“Claimant”) that a second-level domain name has been registered in which that Claimant claims intellectual property rights. In accordance with the STOP and its associated Rules, those Claimants will have the right to challenge registrations through independent ICANN-accredited dispute resolution providers.

The UDRP sets forth the terms and conditions in connection with a dispute between a Registrant and any party other than the Registry Operator or Registrar over the registration and use of an Internet domain name registered by Registrant.

The RDRP sets forth the terms under which any allegation that a domain name is not used primarily for business or commercial purposes shall be enforced on a case-by-case, fact specific basis by an independent ICANN-accredited dispute provider. None of the violations of the Restrictions will be enforced directly by or through Registry Operator. Registry Operator will not review, monitor, or otherwise verify that any particular domain name is being used primarily for business or commercial purposes or that a domain name is being used in compliance with the SUDRP or UDRP processes.

Domain Name Dispute Policy Modifications

You agree that we, in our sole discretion, may modify our dispute policy. We will post any such revised policy on our Web site at least thirty (30) calendar days before it becomes effective. You agree that, by maintaining the reservation or registration of Your domain name after modifications to the dispute policy become effective, You have agreed to these modifications. You acknowledge that if You do not agree to any such modification, You may terminate this Agreement. We will not refund any fees paid by You if You terminate Your Agreement with us.

Domain Name Disputes

You agree that, if Your use of our domain name registration services is challenged by a third party, You will be subject to the provisions specified in our dispute policy in effect at the time of the dispute. You agree that in the event a domain name dispute arises with any third party, You will indemnify and hold us harmless pursuant to the terms and conditions set forth below in this Agreement. If we are notified that a complaint has been filed with a judicial or administrative body regarding Your use of our domain name registration services, You agree not to make any changes to Your domain name record without our prior approval. We may not allow You to make changes to such domain name record until (i) we are directed to do so by the judicial or administrative body, or (ii) we receive notification by You and the other party contesting Your registration and use of our domain name registration services that the dispute has been settled. Furthermore, You agree that if You are subject to litigation regarding Your registration and use of our domain name registration services, we may deposit control of Your domain name record into the registry of the judicial body by supplying a party with a registrar certificate from us.

Reservation of Rights

Wild West and the .BIZ Registry Operator, NeuLevel, Inc. expressly reserve the right to deny, cancel or transfer any registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Wild West and/or NeuLevel, Inc., as well as their affiliates, subsidiaries, officers, directors and employees. Wild West and NeuLevel, Inc. also reserve the right to freeze a domain name during resolution of a dispute.

Indemnification

You agree to indemnify, defend and hold harmless the .BIZ Registry Operator, NeuLevel, Inc., and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Name holder’s domain name registration. This indemnification requirement shall survive the termination or expiration of the registration agreement.

22. PROVISIONS SPECIFIC TO .US REGISTRATIONS

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein. These policies may prohibit You from changing, transferring, or assigning the name You have submitted as Registrant.

The Registrant certifies that it meets the following Nexus Requirements to qualify to register to use a .US domain name.

A. Registrants must be either:

i.	A natural person (i) who is a United States citizen, (ii) who is a permanent resident of the United States of America or any of its possessions or territories, or (ii) whose primary place of domicile is in the United States of America or any of its possessions, or;
ii.	An entity or organization that is (i) incorporated within one of the fifty (50) U.S. states, the district of Columbia, or any of the United States possessions or territories or (ii) organized or otherwise constituted under the laws of a state of the United States of America, the District of Columbia or any of its possessions (including a federal, state, or local government of the United States, or a political subdivision thereof, and non-commercial organizations based in the United States), or;
iii.	A foreign entity or organization that has a bona fide presence in the United States of America or any of its possession or territories that also (i) regularly engages in lawful activities (sales of goods or services or other business, commercial or non-commercial including not-for-profit activities) in the Unites States, or (ii) maintains an office or other property within the United States.

B. The name servers listed for all .US domain names must be based within the United States of America or any of its possessions or territories.

Registrant further certifies that Wild West has requested specific information regarding how the Registrant meets the Nexus requirement and that Registrant has willingly volunteered such information. Registrant understands and agrees that such information will be verified and will be shared with the .US Registry.

Registrant understands and agrees that if such information cannot be verified, or if Registrant fails to continue to abide by the Nexus Requirements, the registered domain name shall be subject to immediate cancellation.

Indemnification

You agree to indemnify and hold harmless the .US Registry Operator, NeuStar, and its directors, officers, employees, representatives, agents, affiliates, and stockholders from and against any and all claims, suits, actions, other proceedings, damages, liabilities, costs and expenses of any kind, including without limitation reasonable legal fees and expenses, arising out of or relating to the Registrant’s (i) .US domain name registration and (ii) use of any .US registered domain name.

.US Registration Restrictions

You understand and agree that when You register one of these domains, that You are prohibited from using any profanity in the domain name, pursuant to the .US policy available

online . The definition of profanity can be found in the Supreme Court decision, FCC v. Pacifica Foundation, made famous by George Carlin.

Further, You acknowledge and agree that You are not permitted to purchase private or proxy .US registrations. You shall register for any and all .US registrations using Your personal information, which information You represent and warrant is current, accurate and complete.

23. PROVISIONS SPECIFIC TO .NAME REGISTERED ITEMS

Eligibility Requirements — Dispute Resolution

You represent and warrant that the name You are registering is Your legal, personal name, or that You own the intellectual property rights to that name. If at any time it is discovered that it is not Your legal personal name, or Your intellectual property, the .NAME Registry Operator, Global Name Registry (GNR) and Wild West reserve the right to cancel Your registration without refund, or transfer it to another party. In addition to the above You agree to be bound by the provisions of the entire Eligibility Requirements Dispute Resolution Policy.

Consent — Defensive Registration

A Defensive Registration is a registration designed for the protection of trademarks and service marks and may be granted to prevent a third party from registering a variation of a trademark or the exact trademark. If the name You wish to register is subject to a Defensive Registration, You have three options: (i) You may register a variation of the name, (ii) You may challenge the Defensive Registration under the Eligibility Requirements Dispute Resolution Policy (“ERDRP”), or (iii) You may request Consent from the Defensive Registrant. You can request Consent by contacting the Defensive Registrant listed in the GNR whois database and requesting consent to register the .name domain. If the Defensive Registrant grants consent, they must confirm in writing that they grant consent. If the Defensive Registrant does not grant consent, you may wish to challenge the Defensive Registration under the ERDRP. The policy is available online.

Acceptable Use Policy

You agree to be bound by GNR’s Acceptable Use Policy. Among other limitations, this policy prohibits You from using your .name Email to engage in Spamming activities. You will be limited to a maximum of 500 messages sent from Your .name at a time.

Waiver of Liability

You agree that GNR and Wild West will have no liability of any kind for any loss or liability resulting from (i) the processing of registration requests prior to live SRS launch, including, without limitation, the ability or inability to obtain a domain name or email address registration using these processes; or (ii) any dispute over any domain name or email address registration, including the decision of any dispute resolution proceeding related to any of the foregoing.

Indemnification

You agree to indemnify, defend and hold harmless GNR, and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the Registered Item Holder’s registration. You agree that this indemnification obligation shall

survive the termination or expiration of this Registration Agreement.

24. PROVISIONS SPECIFIC TO .EU REGISTRATIONS

.EU Registration Restrictions

You acknowledge and agree that You are not permitted to purchase private or proxy .EU registrations. You shall register for any and all .EU registrations using Your personal information, which information You represent and warrant is current, accurate and complete.

Jurisdiction

For the adjudication of disputes concerning or arising from use of the registered .EU domain name, You agree to submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (1) Your domicile state, (2) the State of Arizona and (3) the United Kingdom.

Sunrise and General Pre-registration Applications

You acknowledge and agree that the submitting of a “Sunrise or General Pre-registration Application” does not ensure that a domain name shall be successfully awarded or registered. In the event that an application does not result in a successful registration, the regsitration fee shall be refunded. In the case of a “Sunrise Application” where an application fee was collected, a portion of that fee shall be refunded after the deduction of a handling fee, which You acknowledge and agree is subject to change based on fluxuations in the US Dollar and Euro exchange rates.

25. OTHER COUNTRY CODE TOP LEVEL DOMAINS

You represent and warrant that You meet the eligibility requirements of each country code top level domain (“ccTLD”) You apply for. You further agree to be bound by any registry rules, policies, and agreements for that particular ccTLD. These may include, but are not limited to, agreeing to indemnify the ccTLD provider, limiting the liability of the ccTLD provider, and requirements that any disputes be resolved under that particular country’s laws.

26. PROVISIONS SPECIFIC TO .AT REGISTRATIONS

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

27. PROVISIONS SPECIFIC TO .BE REGISTRATIONS.

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

28. PROVISIONS SPECIFIC TO .CO.NZ, .NET.NZ, AND .ORG.NZ REGISTRATIONS.

You understand and agree that in order to register these domains, a pre-registration DNS validation check is required by the Registry.

30. ADDITIONAL REQUIREMENTS FOR .UK (.ORG.UK , .ME.UK, .CO.UK ) REGISTRATIONS

You understand and agree that when You register one of these domains, that the minimum term is two years.

31. PROVISIONS SPECIFIC TO .BE REGISTRANTS

You agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

32. PROVISIONS SPECIFIC TO .DE REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

.DE Registration Restrictions

You represent and warrant that You or Your administrative contact has a German address, which cannot be a P.O. Box. You may not use the names of other top-level domains (e.g. .ARPA, .COM, .EDU, .GOV, .INT, .NET, .NATO, .MIL, .ORG and all country-related TLDs) or German automobile identification numbers as domain names.

33. ..JP REGISTRATION RESTRICTIONS

You represent and warrant that You have a local presence in Japan with a home or office address. You agree that certain domains are reserved and can only be registered by certain parties. These include:

i.	TLDs, other than ccTLDs, as determined by ICANN;
ii.	Geographical-type .JP domain names that are defined as metropolitan, prefectural, and municipal labels;
iii.	Names of primary and secondary educational organizations
iv.	Names of organizations related to Internet management;
v.	Names required for .JP domain name operations; and
vi.	Character strings which may be confused with ASCII-converted Japanese domain names.

The complete list of .JP Reserved Domains is available online.

Additional Requirements for .JP Registrants

You agree to be bound by any registry rules, policies, and agreements for this ccTLD, which are incorporated herein. You must choose from the following list of Japanese Prefecture codes and submit this information with Your order. Prefecture codes are defined as follows:

01 HOKKAIDO
13 SAITAMA
25 OSKA
37 TOKUSHIMA

02 AOMORI
14 IBARAKI
26 WAKAYAMA
38 EHIME

03 IWATE
15 TOCHIGI

27 HYOGO
39 KOCHI

04 AKITA
16 GUNMA
28 TOYAMA
40 FUKUOKA

05 YAMAGATA
17 YAMANASHI
29 FUKUI
41 SAGA

06 MIYAGI
18 SHIZUOKA
30 ISHIKAWA
42 NAGASAKI

07 FUKUSHIMA
19 GIFO
31 OKAYAMA
43 KUMAMOTO

08 NIIGATA
20 AICHI
32 SHIMANE
44 OITA

09 NAGANO
21 MIE
33 YAMAGUCHI
45 MIYAZAKI

10 TOKYO
22 KYOTO
34 TOTTORI
46 KAGOSHIMA

11 KANAGAWA
23 SHIGA
35 HIROSHIMA
47 OKINAWA

12 CHIBA
24 NARA
36 KAGAWA

34. PROVISIONS SPECIFIC TO .NZ REGISTRANTS (.CO.NZ, .ORG.NZ, .NET.NZ)

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

If you are registering a Second Level Domain under this ccTLD, You further agree to be

bound by the Second Level Domain’s rules, policies, and agreements, which are incorporated and made a part of this Agreement herein.

.NZ Registration Restrictions (.CO.NZ, .ORG.NZ, NET.NZ)

You represent and warrant that You are an identifiable individual over 18 years of age or a properly constituted organization.

35. PROVISIONS SPECIFIC TO .AT REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

36. PROVISIONS SPECIFIC TO .UK REGISTRANTS (.ORG.UK, .ME.UK, .CO.UK)

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and the rules are available online , and are incorporated herein.

If you are registering a Second Level Domain under this ccTLD, You further agree to be bound by the Second Level Domain’s rules, policies, and agreements, which are incorporated and made a part of this Agreement herein.

37. PROVISIONS SPECIFIC TO .CC REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

38. PROVISIONS SPECIFIC TO .TV REGISTRANTS

You represent and warrant that You meet the eligibility requirements of this ccTLD. You further agree to be bound by any registry rules, policies, and agreements for this ccTLD. The registration guidelines for this ccTLD are available online and are incorporated herein.

.TV Registration Restrictions

If You are registering a multi-lingual .TV domain name, You are aware of and agree that the domain name must be less than 16 characters in length. The FAQ on multi-lingual .TV domain names is available online .

Exhibit B
Registrar’s Dispute Policy

[If not provided, the Uniform Domain Name Dispute Resolution Policy as Approved by
ICANN on October 24,1999 shall apply]

.net Registry-Registrar Agreement Page 16 of 28

Exhibit C
Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT is entered into by and between VeriSign, Inc., a Delaware corporation, with a place of business located at 21345 Ridgetop Circle, Dulles, Virginia 20166 (“VNDS”), and WILD WEST DOMAINS, INC. an Arizona corporation having its principal place of business in ARIZONA (“Registrar”), through their authorized representatives, and takes effect on the date executed by the final party (the “Effective Date”).

Under this Confidentiality Agreement (“Confidentiality Agreement”), the Parties intend to disclose to one another information which they consider to be valuable, proprietary, and confidential.

NOW, THEREFORE, the parties agree as follows:

1. Confidential Information

1.1. “Confidential Information”, as used in this Confidentiality Agreement, shall mean all information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation and documentation, and functional and interface specifications, provided by the disclosing party to the receiving party under this Confidentiality Agreement and marked or otherwise identified as Confidential, provided that if a communication is oral, the disclosing party will notify the receiving party in writing within 15 days of the disclosure.

2. Confidentiality Obligations

2.1. In consideration of the disclosure of Confidential Information, the Parties agree that:

(a) The receiving party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information received from the disclosing party, including implementing reasonable physical security measures and operating procedures.

(b) The receiving party shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the receiving party is a corporation, partnership, or similar entity, disclosure is permitted to the receiving party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the receiving party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the terms of this Confidentiality Agreement.

(c) The receiving party shall not modify or remove any Confidential legends and/or copyright notices appearing on any Confidential Information.

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2.2. The receiving party’s duties under this section (2) shall expire five (5) years after the information is received or earlier, upon written agreement of the Parties.

3. Restrictions On Use

3.1. The receiving party agrees that it will use any Confidential Information received under this Confidentiality Agreement solely for the purpose of providing domain name registration services as a registrar and for no other purposes whatsoever.

3.2. No commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other VNDS proprietary rights are granted by the disclosing party to the receiving party by this Confidentiality Agreement, or by any disclosure of any Confidential Information to the receiving party under this Confidentiality Agreement.

3.3. The receiving party agrees not to prepare any derivative works based on the Confidential Information.

3.4. The receiving party agrees that any Confidential Information which is in the form of computer software, data and/or databases shall be used on a computer system(s) that is owned or controlled by the receiving party.

4. Miscellaneous

4.1. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and all applicable federal laws. The Parties agree that, if a suit to enforce this Confidentiality Agreement is brought in the U.S. Federal District Court for the Eastern District of Virginia, they will be bound by any decision of the Court.

4.2. The obligations set forth in this Confidentiality Agreement shall be continuing, provided, however, that this Confidentiality Agreement imposes no obligation upon the Parties with respect to information that (a) is disclosed with the disclosing party’s prior written approval; or (b) is or has entered the public domain through no fault of the receiving party; or (c) is known by the receiving party prior to the time of disclosure; or (d) is independently developed by the receiving party without use of the Confidential Information; or (e) is made generally available by the disclosing party without restriction on disclosure.

4.3. This Confidentiality Agreement may be terminated by either party upon breach by the other party of any its obligations hereunder and such breach is not cured within three (3) calendar days after the allegedly breaching party is notified by the disclosing party of the breach. In the event of any such termination for breach, all Confidential Information in the possession of the Parties shall be immediately returned to the disclosing party; the receiving party shall provide full

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voluntary disclosure to the disclosing party of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of Sections 2 and 3 hereof shall survive such termination and remain in full force and effect. In the event that the Registrar License and Agreement between the Parties is terminated, the Parties shall immediately return all Confidential Information to the disclosing party and the receiving party shall remain subject to the obligations of Sections 2 and 3.

4.4. The terms and conditions of this Confidentiality Agreement shall inure to the benefit of the Parties and their successors and assigns. The Parties’ obligations under this Confidentiality Agreement may not be assigned or delegated.

4.5. The Parties agree that they shall be entitled to seek all available legal and equitable remedies for the breach of this Confidentiality Agreement.

4.6. The terms and conditions of this Confidentiality Agreement may be modified only in a writing signed by VNDS and Registrar.

4.7. EXCEPT AS MAY OTHERWISE BE SET FORTH IN A SIGNED, WRITTEN AGREEMENT BETWEEN THE PARTIES, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL INFORMATION, AND THE PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO ONE ANOTHER RESULTING FROM RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.

4.8. If any part of this Confidentiality Agreement is found invalid or unenforceable, such part shall be deemed stricken herefrom and the Parties agree: (a) to negotiate in good faith to amend this Confidentiality Agreement to achieve as nearly as legally possible the purpose or effect as the stricken part, and (b) that the remainder of this Confidentiality Agreement shall at all times remain in full force and effect.

4.9. This Confidentiality Agreement contains the entire understanding and agreement of the Parties relating to the subject matter hereof.

4.10. Any obligation imposed by this Confidentiality Agreement may be waived in writing by the disclosing party. Any such waiver shall have a one-time effect and shall not apply to any subsequent situation regardless of its similarity.

4.11. Neither Party has an obligation under this Confidentiality Agreement to purchase, sell, or license any service or item from the other Party.

4.12. The Parties do not intend that any agency or partnership relationship be

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created between them by this Confidentiality Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, duly authorized representatives of VNDS and Registrar have executed this Confidentiality Agreement in Virginia on the dates indicated below.

Company Name:	WILD WEST DOMAINS, INC.
By:	/s/ Robert Parsons
Printed Name:	ROBERT R. PARSONS
Title:	PRESIDENT
Date:	OCTOBER 17, 2005
VeriSign, Inc.
By:	[/s/ Raynor Dahlquist]
Printed Name:	[Raynor Dahlquist]
Title:	VP
Date:	11/1/05

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Exhibit D
REGISTRATION FEES

1. Domain-Name Initial Registration Fee

Registrar agrees to pay US $3.50, plus a US $0.75 ICANN fee, per annual increment of an initial domain name registration, or such other amount as may be established in accordance with Section 5.1 (b) above.

2. Domain-Name Renewal Fee

Registrar agrees to pay US $3.50, plus a US $0.75 ICANN fee, per annual increment of a domain name registration renewal, or such other amount as may be established in accordance with Section 5.1(b) above.

3. Domain Name Transfer

Registrar agrees to pay US $3.50, plus a US $0.75 ICANN fee, per domain name that is transferred to Registrar from another ICANN-Accredited Registrar, or such other amount as may be established in accordance with Section 5.1 (b) above.

4. Restore or Update

Registrar agrees to pay US $40.00 per use of the RRP Restore or EPP Update command for a domain name, or such other amount as may be established in accordance with Section 5.1 (b) above.

5. Sync

Registrar agrees to pay US $2.00, plus $1.00 per month of the sync, for each use of the Supported Protocol Sync command, or such other amount as may be established in accordance with Section 5.1(b) above.

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Exhibit E
Service Level Agreement

The VeriSign, Inc. (“Registry Operator”) registry strives to provide a world-class level of service to its customers. This Service Level Agreement (“SLA”) provides remedies in the form of SLA Credits (as defined in Section 2 below) should the operational performance of Registry Operator fall below certain Performance Specifications identified in Appendix 7.

1. Definitions.

Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to them in the Registry Agreement, including, but not limited to Appendix 7.

2. SLA Credits.

If the Registry Operator fails to meet the Performance Specifications defined in Appendix 7, Part 7 thereof, to which Credit Levels apply, the Registry Operator shall pay credits to ICANN-Accredited Registrar(s) in accordance with the identified Credit Level for such failed Performance Specifications metrics, calculated in accordance with the Credit Level tables set forth in this Section 2 (“SLA Credit”). The SLA Credit due to each ICANN-Accredited Registrar shall be paid as an offset to registrations and other fees owed to Registry Operator by the ICANN-Accredited Registrar. SLA Credits represent the total credits, penalties and/or liabilities that may be assessed to the Registry Operator for a breach of the Performance Specifications set forth in Appendix 7. All SLA Credits shall be paid in U.S. Dollars. The Credit Level Table (Refer to Table SLA Credits) indicates the corresponding Credit Level for each Performance Specification to which Credit Levels apply. This SLA will be reconciled on a quarterly basis and unless otherwise specified in this SLA, SLA Credits will be issued on a quarterly basis.

TABLE SLA Credits

App. 10
Reference		Performance Specification	SRS	Name Server	Whois
	2.2, 2.3, 2.4	Service Availability	Level 2	Level 1	Level 2
	3.1	Planned Outage — Duration	Level 6	NA	NA
	3.2	Planned Outage — Timeframe	Level 5	NA	NA
	3.3	Planned Outage — Notification	Level 5	NA	NA
	4.1	Extended Planned Outage — Duration	Level 6	NA	NA
	4.2	Extended Planned Outage — Timeframe	Level 5	NA	NA
	4.3	Extended Planned Outage — Notification	Level 5	NA	NA

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5.1	Processing Time — Check Domain	Level 3	NA	NA
5.2	Processing Time — Add/Create Domain	Level 3	NA	NA
5.3	Processing Time — Modify/Update and Delete Domain	Level 3	NA	NA
5.4	Processing Time — Whois Query	NA	NA	Level 3
5.5	Processing Time — DNS Name Server Resolution	NA	Level 3	NA
6.1	Update Frequency — DNS Name Server	NA	Level 4	NA
6.2	Update Frequency — Whois	NA	NA	Level 4

2.1 Credit Level 1 — Credit Level 1 is assessed for DNS Name Server Service Availability less than 100% per Monthly Timeframe. If the DNS Name Server Service Availability Performance Specification is not met, the SLA Credit for Credit Level 1 shall be payable to active ICANN-Accredited Registrars 30 days after the applicable calendar month in which the Service Availability Performance Specification was not met. For purposes of this Appendix 10, an “active” ICANN-Accredited Registrar is one who has registered greater than 150 net new .net domain names in the previous Monthly Timeframe.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrars net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the Monthly Credit Amount set forth in Table Credit Level 1.

Table Credit Level 1

			30-60						10-30		over 30
	< 30 sec.’s		sec.’s		1—2min.’s		2—10 min.’s		min.’s		min.’s
SLA Credit Amount	$	100,000	$	175,000	$	250,000	$	400,000	$	750,000	$	1,000,000

2.2 Credit Level 2 — Credit Level 2 is assessed for SRS Service Availability less than 99.99% per calendar year and for Whois Service Availability less than 100% per Monthly Timeframe. If a Service Availability Performance Specifications metrics are not met, the SLA Credit for Credit Level 2 shall be credited directly to active ICANN-Accredited Registrar(s) that meet the requirements of Section 3

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below in an amount equal to the duration of the outage times (OT) times the average daily number of ..net registrations over the previous three (3) months (NRAvg) times the .net wholesale fee divided by the number of minutes per day (1,440 minutes).

Active ICANN-Accredited Registrar would be credited:

(.net Registry Fee)*(OT)*(NRAvg)

(1,440 minutes)

Additionally, for any month where the total combined Unplanned Outage of SRS and Whois is greater than 30 minutes, Registry Operator will credit active ICANN-Accredited Registrars that meet the requirements of Section 3 below One Thousand Dollars ($1,000).

2.3 Credit Level 3 — Credit Level 3 is assessed for failure to meet the Performance Specifications for the Processing Time for check domain, add/create, modify/update and delete domain commands, and DNS Name Server Resolution and Whois queries. If the Processing Time Performance Specifications metrics are not met, the SLA Credit for Credit Level 3 (Refer to Table Credit Level 3) shall be payable to active ICANN-Accredited Registrars in an amount based upon the % of time that the Processing Time exceeds the applicable Performance Specifications metric.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrars net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of net new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the SLA Credit Amount set forth in Table Credit Level 3 within 30 days after the applicable calendar month.

Table Credit Level 3

	5 — 10%		10 — 25%		25 — 50%		> 50%
SLA Credit Amount	$	500	$	1,000	$	2,000	$	5,000

2.4 Credit Level 4 — Credit Level 4 is assessed for failure to meet the Performance Specifications for Update frequencies for DNS Name Server and Whois. If the Update frequency Performance Specification metrics are not met, the SLA Credit Level 4 (Refer to Table Credit level 4) shall be payable to active ICANN-Accredited Registrars in an amount based upon the % of time that the Update frequency exceeds the applicable Performance Specifications metric; provided,

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however, that SLA Credits shall not be available for Whois Update frequency until after March 31, 2006.

Each active ICANN-Accredited Registrar that meets the requirements of Section 3 below would be credited an amount equal to such active ICANN-Accredited Registrar’s net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times the SLA Credit Amount set forth in Table Credit Level 4.

Table Credit Level 4

	Up to 15
	minutes		15 minutes to		1 hour to
	over		1 hour		12 hours		> 12 hours
SLA Credit Amount	$	500	$	1,000	$	2,000	$	5,000

2.5 Credit Level 5 — Credit Level 5 is assessed for failure to meet the Performance Specifications for Planned Outage Timeframe, Planned Outage Notification, Extended Planned Outage Timeframe and Extended Planned Outage Notification. If the Performance Specifications metrics are not met, the SLA Credit for Credit Level 5 shall be payable to each active ICANN-Accredited Registrar that meets the requirements of Section 3 below in an amount equal to such active ICANN- Accredited Registrar’s net new .net domain name registrations during the applicable Monthly Timeframe divided by the net amount of new .net domain name registrations for all active ICANN-Accredited Registrars within the applicable Monthly Timeframe times One Thousand Dollars ($1,000).

2.6 Credit Level 6 — Credit Level 6 is assessed for failure to meet the Performance Specifications for Planned Outage Duration and Extended Planned Outage Duration. If the Performance Specifications are not met, the SLA Credit for Credit Level 6 shall be payable directly to active ICANN-Accredited Registrar(s) that meet the requirements of Section 3 below in an amount equal to the Average Daily Volume (ADM) of net .net new adds as averaged over the course of the previous three months times the Planned Duration Overage (PDO) in minutes times the SLA Credit graduated financial penalty set forth in Table Credit Level 6. For purposes of this Appendix 10, PDO is calculated by subtracting the maximum allowable time in hours and minutes for an Planned Outage Duration or Extended Planned Outage Duration, as applicable, from the total outage in hours and minutes.

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Table Credit Level 6

		15 minutes to
	1 to 15 minutes	1 hour	1 to 3 hours	3-6 hours	> 6 hours
SLA Credit	ADM*PDO*$.25	ADM*PDO*$.5	ADM*PDO*$1	ADM*PDO*$1.50	ADM*PDO*$2

3. Registrar Responsibilities.

Inorder for ICANN-Accredited Registrars to claim SLA Credits outlined in this Appendix 10, the procedures of this Section 3 must be strictly followed.

3.1 The affected ICANN-Accredited Registrar must report each occurrence of alleged failure by Registry Operator to meet a Performance Specification and make a request for SLA Credit to Registry Operator’s customer service help desk in the manner required by the Registry Operator (i.e., e-mail, fax, telephone) inorder to be eligible for SLA Credit.

3.2 Each ICANN-Accredited Registrar must inform the Registry Operator any time its estimated volume of transactions (excluding check domain commands) is expected to exceed the ICANN-Accredited Registrar’s previous months volume by more than 25%. In the event that an ICANN-Accredited Registrar fails to inform Registry Operator of a forcasted increase of volume of transactions 25% or more and the ICANN-Accredited Registrar’s volume increases 25% or more over the previous month, and should the total volume of transactions for the Registry Operator for all ICANN-Accredited Registrar’s for that month exceeds the Registry Operator’s actual volume of the previous month’s transactions by more than 20% then the ICANN-Accredited Registrar will not be eligible for any SLA Credits outlined in this SLA in that Monthly Timeframe. An ICANN-Accredited Registrar shall provide such forcast atleast 30 days prior to the first day of the applicable calendar month. Registry Operator agrees to provide monthly transaction summary reports to ICANN-Accredited Registrars via e-mail.

3.3 The affected ICANN-Accredited Registrar must provide documentation to support its claim for a SLA Credit. An ICANN-Accredited Registrar shall provide documentation in the form of either:

a) ICANN-Accredited Registrar initiated notification(s) to the Registry Operator of a Performance Specification that exceeded SLA limits of failed to meet SLA requirements, including the trouble ticket number issued by the Registry Operator. The closing ticket(s) should be included as well in order to determine the total downtime (unless the trouble ticket includes this); or

b) Notification from the Registry Operator (with trouble ticket number attached) of a Performance Specification that exceeded SLA limits or failed to meet SLA

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requirements. The closing ticket(s) should be included as well in order to determine the total downtime (unless the trouble ticket includes this).

3.4 In order to calculate credits, the affected ICANN-Accredited Registrar must include volume figures for the past three (3) calendar months (or, if less, such amount of time that the ICANN-Accredited Registrar has been authorized to register names in the .net registry) and a certification that these numbers accurately reflect the minimum number of registrations that would be covered during the affected period.

3.5 Registry Operator shall perform the required measurements in order to corroborate the total SLA Credits requested by ICANN-Accredited Registrar. Such measurements and associated documentation shall be delivered by e-mail to each of the ICANN-Accredited Registrars requesting a SLA Credit.

3.6 When the above steps have been accurately completed, Registry Operator shall provide notification of the number of SLA Credits that will be entered in the affected ICANN-Accredited Registrar’s account that can be used immediately toward .net domain name registrations and other fees owed to Registry Operator by the ICANN-Accredited Registrar.

4. Obligations.

4.1 Except in the case of cross-network name server performance (which is not a subject of this Service Level Agreement), Registry Operator will perform monitoring from at least two external locations and a minimum of one internal location as a means to verify that a) sessions can effectively be established and b) RRP and/or EPP commands can be successfully completed.

4.2 In the event that all ICANN-Accredited Registrars are affected by a SRS unavailability, the Registry Operator is responsible for opening a blanket trouble ticket and immediately notifying all ICANN-Accredited Registrar of the trouble ticket number and details.

4.3 In the event that the System Services are unavailable to an individual ICANN-Accredited Registrar, Registry Operator will use commercially reasonable efforts to re-establish the affected System Services for such ICANN-Accredited Registrar as soon as reasonably practicable. Any System Services unavailability attributable to any individual ICANN-Accredited Registrar that does not represent a System Services outage will not result in SLA Credits or be subject to this SLA.

4.4 ICANN-Accredited Registrar(s) and the Registry Operator agree to use reasonable commercial good faith efforts to establish the cause of any alleged System Services unavailability. If it is mutually determined to be a Registry Operator problem, the System Services unavailability will be subject to this SLA.

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4.5 The Registry Operator will use commercially reasonable efforts to restore any System Services within 24 hours after the termination of a force majeure event and restore full system functionality within 48 hours after the termination of a force majeure event. Outages due to a force majeure will not be considered System Services unavailability, impact the Performance Specifications set forth in Appendix 7, or be subject to this SLA.

4.6 The Registry Operator will open incident trouble tickets within a commercially reasonable period of time and will treat all system performance problems in order of decreasing severity and fix them within a commercially reasonable period of time. Incidents flagged by the measurement system will also qualify as ticketed events and will be subject to this SLA.

4.7 The Registry Operator will publish monthly system performance and Service Availability reports.

5. Miscellaneous.

5.1 This SLA is independent of any rights, obligations or duties set forth in the Registry Agreement. In the event of any conflict between the terms and conditions of this SLA and the Registry Agreement, the Registry Agreement shall control.

5.2 As an addendum to the Registry-Registrar Agreement (“RRA”), no provision in this SLA is intended to replace any term or condition in the RRA.

5.3 Dispute Resolution will be handled per RRA Section 6.7.

5.4 Any interruption of System Services that occurs, as a direct result of RRA Sections 2.12, 5.4, or 6.3, any other applicable provision within the RRA, or Registry Operator’s compliance with any Consensus Policy established after the Effective Date, will not be subject to this SLA, but only to the extent and for so long as such interruption of System Services is unavoidable by commercially reasonable efforts due to Registry Operator’s compliance with such provisions within the RRA or any Consensus Policy established after the Effective Date.

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EX-10.11

Exhibit 10.11

AMENDMENT NO. 1

TO

REGISTRY-REGISTRAR AGREEMENT

This Amendment No. 1 to the Registry-Registrar Agreement (this “Amendment”) is made as of this 2 day of November, 2004, by and between VeriSign, Inc. (“VERISIGN”) and the Registrar identified below in the signature block (“REGISTRAR”), each individually a “party” and collectively the “parties.”

RECITALS

WHEREAS, VERISIGN and REGISTRAR desire to amend the .NET Registry-Registrar Agreement between the parties (the “Agreement’) to modify Exhibit B thereto.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, VERISIGN and REGISTRAR hereby agree to amend the Agreement as follows:

1.	Defined Terms. Except as otherwise provided herein, all capitalized terms used in this Amendment shall have the same meanings as provided in the Agreement.
2.	Exhibit B. Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the Policy on Transfer of Registrations between Registrars dated 12 November 2004 attached hereto as Attachment I and incorporated herein by reference (the “Transfer Policy”).
3.	Undo Command. REGISTRAR acknowledges and agrees that VERISIGN shall have no obligation to undo a transfer in accordance with the Transfer Policy if both REGISTRAR and the other Registrar to the dispute have not executed amendments to their .NET Registry-Registrar Agreement with VERISIGN to include the Transfer Policy.
4.	Section 6.5. The parties agree that Section 6.5 of the Agreement is deleted in its entirety and replaced with the following paragraph:

6.5 Amendment. Any amendment or supplement to this Agreement shall be in writing and duty executed by both Parties; provided, however, that if VGRS determines that it is necessary to amend this Agreement to comply with an ICANN mandated policy or procedure VGRS may amend or supplement this Agreement upon thirty (30) days prior written notice to Registrar.

5. General. This Amendment amends certain terms and conditions of the Agreement. All other terms and conditions of the Agreement that are not modified by this Amendment shall remain in full force and effect. Should there be any conflict between the terms and conditions contained in this Amendment and the Agreement, the terms and conditions of this Amendment shall control.

IN WITNESS WHEREOF, the parties have, through their duly authorized officers, executed this Amendment as of the date set forth below.

REGISTRAR: Go Daddy Software, Inc.		VERISIGN, INC.
By:	/s/ Robert Parsons	By:	/s/ Raynor Dahlquist
Name:	Robert Parsons	Name:	Raynor Dahlquist
Title:	President	Title:	Acting VP

ATTACHMENT I

Policy on Transfer of Registrations between
Registrars
Effective 12 November 2004

A. Holder-Authorized Transfers

1. Registrar Requirements

Registered Name Holders must be able to transfer their domain name registrations between Registrars provided that the Gaining Registrar’s transfer process meets the minimum standards of this policy and that such transfer is not prohibited by ICANN or Registry policies. Inter-Registrar domain name transfer processes must be clear and concise in order to avoid confusion. Further, Registrars should make reasonable efforts to inform Registered Name Holders of, and provide access to, the published documentation of the specific transfer process employed by the Registrars.

1.1 Transfer Authorities

The Administrative Contact and the Registered Name Holder, as listed in the Losing Registrar’s or applicable Registry’s (where available) publicly accessible WHOIS service are the only parties that have the authority to approve or deny a transfer request to the Gaining Registrar. In the event of a dispute, the Registered Name Holder’s authority supersedes that of the Administrative Contact.

Registrars may use Whois data from either the Registrar of Record or the relevant Registry for the purpose of verifying the authenticity of a transfer request; or from another data source as determined by a consensus policy.

2. Gaining Registrar Requirements

For each instance where a Registered Name Holder requests to transfer a domain name registration to a different Registrar, the Gaining Registrar shall:

2.1 Obtain express authorization from either the Registered Name Holder or the Administrative Contact (hereafter, “Transfer Contact”). Hence, a transfer may only proceed if confirmation of the transfer is received by the Gaining Registrar from the Transfer Contact.

2.1.1 The authorization must be made via a valid Standardized Form of Authorization (FOA). There are two different FOA’s available at the ICANN website. The FOA labeled “Initial Authorization for Registrar Transfer” must be used by the Gaining Registrar to request an authorization for a registrar transfer from the Transfer Contact. The FOA labeled “Confirmation of Registrar Transfer Request” may be used by the Registrar of Record to request confirmation of the transfer from the Transfer Contact.

The FOA shall be communicated in English, and any dispute arising out of a transfer request shall be conducted in the English language. Registrars may choose to communicate with the Transfer Contact in additional languages. However, Registrars choosing to exercise such option are responsible for the accuracy and completeness of the translation into such additional non-English version of the FOA.

2.1.2 In the event that the Gaining Registrar relies on a physical process to obtain this authorization, a paper copy of the FOA will suffice insofar as it has been signed by the Transfer Contact and further that it is accompanied by a physical copy of the Registrar of Record’s Whois output for the domain name in question.

2.1.2.1 If the Gaining Registrar relies on a physical authorization process, then the Gaining Registrar assumes the burden of obtaining reliable evidence of the identity of the Transfer Contact and maintaining appropriate records proving that such evidence was obtained. Further the Gaining Registrar also assumes the burden for ensuring that the entity making the request is indeed authorized to do so. The acceptable forms of physical identity are:

• Notarized statement

• Valid Drivers license

• Passport

• Article of Incorporation

• Military ID

• State/Government issued ID

• Birth Certificate

2.1.3 In the event that the Gaining Registrar relies on an electronic process to obtain this authorization the acceptable forms of identity would include:

• Electronic signature in conformance with national legislation, in the location of the Gaining Registrar (if such legislation exists).

• Consent from an individual or entity that has an email address matching the Transfer Contact email address.

The Registrar of Record may not deny a transfer request solely because it believes that the Gaining Registrar has not received the confirmation set forth above.

A transfer must not be allowed to proceed if no confirmation is received by the Gaining Registrar. The presumption in all cases will be that the Gaining Registrar has received and authenticated the transfer request made by a Transfer Contact.

2.2 Request, by the transmission of a “transfer” command as specified in the Registrar Tool Kit, that the Registry Operator database be changed to reflect the new Registrar.

2.2.1 Transmission of a “transfer” command constitutes a representation on the part of the Gaining Registrar that the requisite authorization has been obtained from the Transfer Contact listed in the authoritative Whois database.

2.2.2 The Gaining Registrar is responsible for validating the Registered Name Holder requests to transfer domain names between Registrars. However, this does not preclude the Registrar of Record from exercising its option to independently confirm the Registered Name Holder’s intent to transfer its domain name to the Gaining Registrar in accordance with Section 3 of this policy.

3. Obligations of the Registrar of Record

A Registrar of Record can choose independently to confirm the intent of the Registered Name Holder when a notice of a pending transfer is received from the Registry. The Registrar of Record must do so in a manner consistent with the standards set forth in this agreement pertaining to Gaining Registrars. In order to ensure that the form of the request employed by the Registrar of Record is substantially administrative and informative in nature and clearly provided to the Transfer Contact for the purpose of verifying the intent of the Transfer Contact, the Registrar of Record must use the FOA.

The FOA shall be communicated in English, and any dispute arising out of a transfer request, shall be conducted in the English language. Registrars may choose to communicate with the Transfer Contact in additional languages. However, the Registrar choosing to exercise such option is responsible for the accuracy and completeness of the translation into such additional non-English version of the FOA. Further, such non-English communications must follow the processes and procedures set forth in this policy. This includes but is not limited to the requirement that no Registrar shall add any additional information to the FOA used to obtain the consent of the Transfer Contact in the case of a transfer request.

This requirement does not preclude the Registrar of Record from marketing to its existing customers through separate communications.

The FOA should be sent by the Registrar of Record to the Transfer Contact as soon as operationally possible, but must be sent not later than twenty-four (24) hours after receiving the transfer request from the Registry Operator.

Failure by the Registrar of Record to respond within five (5) calendar days to a notification from the Registry regarding a transfer request will result in a default “approval” of the transfer.

In the event that a Transfer Contact listed in the Whois has not confirmed their request to transfer with the Registrar of Record and the Registrar of Record has not explicitly denied the transfer request, the default action will be that the Registrar of Record must allow the transfer to proceed.

Upon denying a transfer request for any of the following reasons, the Registrar of Record must provide the Registered Name Holder and the potential Gaining

Registrar with the reason for denial. The Registrar of Record may deny a transfer request only in the following specific instances:

1.	Evidence of fraud
2.	UDRP action
3.	Court order by a court of competent jurisdiction
4.	Reasonable dispute over the identity of the Registered Name Holder or Administrative Contact
5.	No payment for previous registration period (including credit card charge-backs) if the domain name is past its expiration date or for previous or current registration periods if the domain name has not yet expired. In all such cases, however, the domain name must be put into “Registrar Hold” status by the Registrar of Record prior to the denial of transfer.
6.	Express written objection to the transfer from the Transfer Contact. (e.g. — email, fax, paper document or other processes by which the Transfer Contact has expressly and voluntarily objected through opt-in means)
7.	A domain name was already in “lock status” provided that the Registrar provides a readily accessible and reasonable means for the Registered Name Holder to remove the lock status.
8.	A domain name is in the first 60 days of an initial registration period.
9.	A domain name is within 60 days (or a lesser period to be determined) after being transferred (apart from being transferred back to the original Registrar in cases where both Registrars so agree and/or where a decision in the dispute resolution process so directs).

Instances when the requested change of Registrar may not be denied include, but are not limited to:

• Nonpayment for a pending or future registration period

• No response from the Registered Name Holder or Administrative Contact.

• Domain name in Registrar Lock Status, unless the Registered Name Holder is provided with the reasonable opportunity and ability to unlock the domain name prior to the Transfer Request.

• Domain name registration period time constraints, other than during the first 60 days of initial registration or during the first 60 days after a registrar transfer.

• General payment defaults between Registrar and business partners / affiliates in cases where the Registered Name Holder for the domain in question has paid for the registration.

The Registrar of Record has other mechanisms available to collect payment from the Registered Name Holder that are independent from the Transfer process. Hence, in the event of a dispute over payment, the Registrar of Record must not employ transfer processes as a mechanism to secure payment for services from a Registered Name Holder. Exceptions to this requirement are as follows:

(i) In the case of non-payment for previous registration period(s) if the transfer is requested after the expiration date, or

(ii) In the case of non-payment of the current registration period, if transfer is requested before the expiration date.

4. Registrar Coordination

Each Registrar is responsible for keeping copies of documentation, including the FOA and the Transfer Contacts response thereto, that may be required for filing and supporting a dispute under the dispute resolution policy. Gaining Registrars must maintain copies of the FOA as received from the Transfer Contact as per the standard document retention policies of the contracts. Copies of the reliable evidence of identity must be kept with the FOA.

Both the Gaining Registrar and the Registrar of Record must provide the evidence relied on for the transfer during and after the applicable inter-registrar domain name transaction(s). Such information must be provided when requested by, and only by, the other Registrar that is party to the transfer transaction. Additionally, ICANN, the Registry Operator, a court or authority with jurisdiction over the matter or a third party dispute resolution panel may also require such information within five (5) days of the request.

The Gaining Registrar must retain, and produce pursuant to a request by a Losing Registrar, a written or electronic copy of the FOA. In instances where the Registrar of Record has requested copies of the FOA, the Gaining Registrar must fulfill the Registrar of Records request (including providing the attendant supporting documentation) within five (5) calendar days. Failure to provide this documentation within the time period specified is grounds for reversal by the Registry Operator or the Dispute Resolution Panel in the event that a transfer complaint is filed in accordance with the requirements of this policy.

If either a Registrar of Record or a Gaining Registrar does not believe that a transfer request was handled in accordance with the provisions of this policy, then the Registrar may initiate a dispute resolution procedure as set forth in Section C of this policy.

For purposes of facilitating transfer requests, Registrars should provide and maintain a unique and private email address for use only by other Registrars and the Registry:

i. This email address is for issue related to transfer requests and the procedures set forth in this policy only.

ii. The email address should be managed to ensure messages are received by someone who can respond to the transfer issue.

iii. Messages received at such email address must be responded to within a commercial reasonable timeframe not to exceed seven (7) calendar days.

5. EPP — based Registry Requirements for Registrars

In EPP-based gTLD Registries, Registrars must follow the requirements set forth below.

Registrars must provide the Registered Name Holder with the unique “Authlnfo” code within five (5) calendar days of the Registered Name Holder’s initial request if the Registrar does not provide facilities for the Registered Name Holder to generate and manage their own unique “Authlnfo” code.

Registrars may not employ any mechanism for complying with a Registered Name Holder’s request to obtain the applicable “Authlnfo Code” that is more restrictive than the mechanisms used for changing any aspect of the Registered Name Holder’s contact or name server information.

The Registrar of Record must not refuse to release an “Authlnfo Code” to the Registered Name Holder solely because there is a dispute between the Registered Name Holder and the Registrar over payment.

Registrar-generated “Authlnfo” codes must be unique on a per-domain basis.

The “Auth-lnfo” codes must be used solely to identify a Registered Name Holder, whereas the FOA’s still need to be used for authorization or confirmation of a transfer request, as described in Section 2 and Section 4 of this policy.

6. Registry Requirements

Upon receipt of the “transfer” command from the Gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars. In the case of those Registries that use electronic mail notifications, the response notification may be sent to the unique email address established by each Registrar for the purpose of facilitating transfers.

The Registry Operator shall complete the requested transfer unless, within five (5) calendar days, Registry Operator receives a NACK protocol command from the Registrar of Record.

When the Registry’s database has been updated to reflect the change to the Gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars. The notification may be sent to the unique email address established by each Registrar for the purpose of facilitating transfers or such other email address agreed to by the parties.

The Registry Operator shall undo a transfer if, after a transfer has occurred, the Registry Operator receives one of the notices as set forth below. In such case, the transfer will be reversed and the domain name reset to its original state. The Registry Operator must undo the transfer within five (5) calendar days of receipt of the notice except in the case of a Registry dispute decision, in which case the Registry Operator must undo the transfer within fourteen calendar days unless a court action is filed. The notice required shall be one of the following:

i. Agreement of the Registrar of Record and the Gaining Registrar sent by email, letter or fax that the transfer was made by mistake or was otherwise not in accordance with the procedures set forth in this policy;

ii. The final determination of a dispute resolution body having jurisdiction over the transfer; or

iii. Order of a court having jurisdiction over the transfer.

7. Records of Registration

Each Registrar shall require its customer, the Registered Name Holder, to maintain its own records appropriate to document and prove the initial domain name registration date.

8. Effect on Term of Registration

The completion by Registry Operator of a holder-authorized transfer under this Part A shall result in a one-year extension of the existing registration, provided that in no event shall the total unexpired term of a registration exceed ten (10) years.

B. ICANN-Approved Transfers

Transfer of the sponsorship of all the registrations sponsored by one Registrar as the result of (i) acquisition of that Registrar or its assets by another Registrar, or (ii) lack of accreditation of that Registrar or lack of its authorization with the Registry Operator, may be made according to the following procedure:

(a) The gaining Registrar must be accredited by ICANN for the Registry TLD and must have in effect a Registry-Registrar Agreement with Registry Operator for the Registry TLD.

(b) ICANN must certify in writing to Registry Operator that the transfer would promote the community interest, such as the interest in stability that may be threatened by the actual or imminent business failure of a Registrar.

Upon satisfaction of these two conditions, Registry Operator will make the necessary one-time changes in the Registry database for no charge, for transfers involving 50,000 name registrations or fewer. If the transfer involves registrations of more than 50,000 names, Registry Operator will charge the gaining Registrar a one-time flat fee of US$ 50,000.

C. Transfer Dispute Resolution Policy

Procedures for handling disputes concerning inter-registrar transfers are set forth in the Transfer Dispute Resolution Policy. Procedures in this policy must be followed by the applicable Registry Operators and ICANN accredited Registrars.

EX-10.12

Exhibit 10.12

AMENDMENT NO. 1
TO
REGISTRY-REGISTRAR AGREEMENT

This Amendment No. 1 to the Registry-Registrar Agreement (this “Amendment”) is made as of this 2 day of November, 2004, by and between VeriSign, Inc. (“VERISIGN”) and the Registrar identified below in the signature block (“REGISTRAR”), each individually a “party” and collectively the “parties.”

RECITALS

WHEREAS, VERISIGN and REGISTRAR desire to amend the .NET Registry-Registrar Agreement between the parties (the “Agreement’) to modify Exhibit B thereto.

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, VERISIGN and REGISTRAR hereby agree to amend the Agreement as follows:

1.	Defined Terms. Except as otherwise provided herein, all capitalized terms used in this Amendment shall have the same meanings as provided in the Agreement.
2.	Exhibit B. Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the Policy on Transfer of Registrations between Registrars dated 12 November 2004 attached hereto as Attachment I and incorporated herein by reference (the “Transfer Policy”).
3.	Undo Command. REGISTRAR acknowledges and agrees that VERISIGN shall have no obligation to undo a transfer in accordance with the Transfer Policy if both REGISTRAR and the other Registrar to the dispute have not executed amendments to their .NET Registry- Registrar Agreement with VERISIGN to include the Transfer Policy.
4.	Section 6.5. The parties agree that Section 6.5 of the Agreement is deleted in its entirety and replaced with the following paragraph:

6.5 Amendment. Any amendment or supplement to this Agreement shall be in writing and duly executed by both Parties; provided, however, that if VGRS determines that it is necessary to amend this Agreement to comply with an ICANN mandated policy or procedure VGRS may amend or supplement this Agreement upon thirty (30) days prior written notice to Registrar.

5. General. This Amendment amends certain terms and conditions of the Agreement. All other terms and conditions of the Agreement that are not modified by this Amendment shall remain in full force and effect. Should there be any conflict between the terms and conditions contained in this Amendment and the Agreement, the terms and conditions of this Amendment shall control.

IN WITNESS WHEREOF, the parties have, through their duly authorized officers, executed this Amendment as of the date set forth below.

REGISTRAR: Wild West Domains, Inc.		VERISIGN, INC.
By:	/s/ Robert Parsons	By:	/s/ Raynor Dahlquist
Name:	Robert Parsons	Name:	Raynor Dahlquist
Title:	President	Title:	Acting VP

ATTACHMENT I

Policy on Transfer of Registrations between
Registrars
Effective 12 November 2004

A. Holder-Authorized Transfers

1. Registrar Requirements

Registered Name Holders must be able to transfer their domain name registrations between Registrars provided that the Gaining Registrar’s transfer process meets the minimum standards of this policy and that such transfer is not prohibited by ICANN or Registry policies. Inter-Registrar domain name transfer processes must be clear and concise in order to avoid confusion. Further, Registrars should make reasonable efforts to inform Registered Name Holders of, and provide access to, the published documentation of the specific transfer process employed by the Registrars.

1.1 Transfer Authorities

The Administrative Contact and the Registered Name Holder, as listed in the Losing Registrar’s or applicable Registry’s (where available) publicly accessible WHOIS service are the only parties that have the authority to approve or deny a transfer request to the Gaining Registrar. In the event of a dispute, the Registered Name Holder’s authority supersedes that of the Administrative Contact.

Registrars may use Whois data from either the Registrar of Record or the relevant Registry for the purpose of verifying the authenticity of a transfer request; or from another data source as determined by a consensus policy.

2. Gaining Registrar Requirements

For each instance where a Registered Name Holder requests to transfer a domain name registration to a different Registrar, the Gaining Registrar shall:

2.1 Obtain express authorization from either the Registered Name Holder or the Administrative Contact (hereafter, “Transfer Contact”). Hence, a transfer may only proceed if confirmation of the transfer is received by the Gaining Registrar from the Transfer Contact.

2.1.1 The authorization must be made via a valid Standardized Form of Authorization (FOA). There are two different FOA’s available at the ICANN website. The FOA labeled “Initial Authorization for Registrar Transfer” must be used by the Gaining Registrar to request an authorization for a registrar transfer from the Transfer Contact. The FOA labeled “Confirmation of Registrar Transfer Request” may be used by the Registrar of Record to request confirmation of the transfer from the Transfer Contact.

The FOA shall be communicated in English, and any dispute arising out of a transfer request shall be conducted in the English language. Registrars may choose to communicate with the Transfer Contact in additional languages. However, Registrars choosing to exercise such option are responsible for the accuracy and completeness of the translation into such additional non-English version of the FOA.

2.1.2 In the event that the Gaining Registrar relies on a physical process to obtain this authorization, a paper copy of the FOA will suffice insofar as it has been signed by the Transfer Contact and further that it is accompanied by a physical copy of the Registrar of Record’s Whois output for the domain name in question.

2.1.2.1 If the Gaining Registrar relies on a physical authorization process, then the Gaining Registrar assumes the burden of obtaining reliable evidence of the identity of the Transfer Contact and maintaining appropriate records proving that such evidence was obtained. Further the Gaining Registrar also assumes the burden for ensuring that the entity making the request is indeed authorized to do so. The acceptable forms of physical identity are:

• Notarized statement

• Valid Drivers license

• Passport

• Article of Incorporation

• Military ID

• State/Government issued ID

• Birth Certificate

2.1.3 In the event that the Gaining Registrar relies on an electronic process to obtain this authorization the acceptable forms of identity would include:

• Electronic signature in conformance with national legislation, in the location of the Gaining Registrar (if such legislation exists).

• Consent from an individual or entity that has an email address matching the Transfer Contact email address.

The Registrar of Record may not deny a transfer request solely because it believes that the Gaining Registrar has not received the confirmation set forth above.

A transfer must not be allowed to proceed if no confirmation is received by the Gaining Registrar. The presumption in all cases will be that the Gaining Registrar has received and authenticated the transfer request made by a Transfer Contact.

2.2 Request, by the transmission of a “transfer” command as specified in the Registrar Tool Kit, that the Registry Operator database be changed to reflect the new Registrar.

2.2.1 Transmission of a “transfer” command constitutes a representation on the part of the Gaining Registrar that the requisite authorization has been obtained from the Transfer Contact listed in the authoritative Whois database.

2.2.2 The Gaining Registrar is responsible for validating the Registered Name Holder requests to transfer domain names between Registrars. However, this does not preclude the Registrar of Record from exercising its option to independently confirm the Registered Name Holder’s intent to transfer its domain name to the Gaining Registrar in accordance with Section 3 of this policy.

3. Obligations of the Registrar of Record

A Registrar of Record can choose independently to confirm the intent of the Registered Name Holder when a notice of a pending transfer is received from the Registry. The Registrar of Record must do so in a manner consistent with the standards set forth in this agreement pertaining to Gaining Registrars. In order to ensure that the form of the request employed by the Registrar of Record is substantially administrative and informative in nature and clearly provided to the Transfer Contact for the purpose of verifying the intent of the Transfer Contact, the Registrar of Record must use the FOA.

The FOA shall be communicated in English, and any dispute arising out of a transfer request, shall be conducted in the English language. Registrars may choose to communicate with the Transfer Contact in additional languages. However, the Registrar choosing to exercise such option is responsible for the accuracy and completeness of the translation into such additional non-English version of the FOA. Further, such non-English communications must follow the processes and procedures set forth in this policy. This includes but is not limited to the requirement that no Registrar shall add any additional information to the FOA used to obtain the consent of the Transfer Contact in the case of a transfer request.

This requirement does not preclude the Registrar of Record from marketing to its existing customers through separate communications.

The FOA should be sent by the Registrar of Record to the Transfer Contact as soon as operationally possible, but must be sent not later than twenty-four (24) hours after receiving the transfer request from the Registry Operator.

Failure by the Registrar of Record to respond within five (5) calendar days to a notification from the Registry regarding a transfer request will result in a default “approval” of the transfer.

In the event that a Transfer Contact listed in the Whois has not confirmed their request to transfer with the Registrar of Record and the Registrar of Record has not explicitly denied the transfer request, the default action will be that the Registrar of Record must allow the transfer to proceed.

Upon denying a transfer request for any of the following reasons, the Registrar of Record must provide the Registered Name Holder and the potential Gaining

Registrar with the reason for denial. The Registrar of Record may deny a transfer request only in the following specific instances:

1.	Evidence of fraud
2.	UDRP action
3.	Court order by a court of competent jurisdiction
4.	Reasonable dispute over the identity of the Registered Name Holder or Administrative Contact
5.	No payment for previous registration period (including credit card charge-backs) if the domain name is past its expiration date or for previous or current registration periods if the domain name has not yet expired. In all such cases, however, the domain name must be put into “Registrar Hold” status by the Registrar of Record prior to the denial of transfer.
6.	Express written objection to the transfer from the Transfer Contact. (e.g. — email, fax, paper document or other processes by which the Transfer Contact has expressly and voluntarily objected through opt-in means)
7.	A domain name was already in “lock status” provided that the Registrar provides a readily accessible and reasonable means for the Registered Name Holder to remove the lock status.
8.	A domain name is in the first 60 days of an initial registration period.
9.	A domain name is within 60 days (or a lesser period to be determined) after being transferred (apart from being transferred back to the original Registrar in cases where both Registrars so agree and/or where a decision in the dispute resolution process so directs).

Instances when the requested change of Registrar may not be denied include, but are not limited to:

• Nonpayment for a pending or future registration period

• No response from the Registered Name Holder or Administrative Contact.

• Domain name in Registrar Lock Status, unless the Registered Name Holder is provided with the reasonable opportunity and ability to unlock the domain name prior to the Transfer Request.

• Domain name registration period time constraints, other than during the first 60 days of initial registration or during the first 60 days after a registrar transfer.

• General payment defaults between Registrar and business partners / affiliates in cases where the Registered Name Holder for the domain in question has paid for the registration.

The Registrar of Record has other mechanisms available to collect payment from the Registered Name Holder that are independent from the Transfer process. Hence, in the event of a dispute over payment, the Registrar of Record must not employ transfer processes as a mechanism to secure payment for services from a Registered Name Holder. Exceptions to this requirement are as follows:

(i) In the case of non-payment for previous registration period(s) if the transfer is requested after the expiration date, or

(ii) In the case of non-payment of the current registration period, if transfer is requested before the expiration date.

4. Registrar Coordination

Each Registrar is responsible for keeping copies of documentation, including the FOA and the Transfer Contacts response thereto, that may be required for filing and supporting a dispute under the dispute resolution policy. Gaining Registrars must maintain copies of the FOA as received from the Transfer Contact as per the standard document retention policies of the contracts. Copies of the reliable evidence of identity must be kept with the FOA.

Both the Gaining Registrar and the Registrar of Record must provide the evidence relied on for the transfer during and after the applicable inter-registrar domain name transaction(s). Such information must be provided when requested by, and only by, the other Registrar that is party to the transfer transaction. Additionally, ICANN, the Registry Operator, a court or authority with jurisdiction over the matter or a third party dispute resolution panel may also require such information within five (5) days of the request.

The Gaining Registrar must retain, and produce pursuant to a request by a Losing Registrar, a written or electronic copy of the FOA. In instances where the Registrar of Record has requested copies of the FOA, the Gaining Registrar must fulfill the Registrar of Records request (including providing the attendant supporting documentation) within five (5) calendar days. Failure to provide this documentation within the time period specified is grounds for reversal by the Registry Operator or the Dispute Resolution Panel in the event that a transfer complaint is filed in accordance with the requirements of this policy.

If either a Registrar of Record or a Gaining Registrar does not believe that a transfer request was handled in accordance with the provisions of this policy, then the Registrar may initiate a dispute resolution procedure as set forth in Section C of this policy.

For purposes of facilitating transfer requests, Registrars should provide and maintain a unique and private email address for use only by other Registrars and the Registry:

i. This email address is for issue related to transfer requests and the procedures set forth in this policy only.

ii. The email address should be managed to ensure messages are received by someone who can respond to the transfer issue.

iii. Messages received at such email address must be responded to within a commercial reasonable timeframe not to exceed seven (7) calendar days.

5. EPP — based Registry Requirements for Registrars

In EPP-based gTLD Registries, Registrars must follow the requirements set forth below.

Registrars must provide the Registered Name Holder with the unique “Authlnfo” code within five (5) calendar days of the Registered Name Holder’s initial request if the Registrar does not provide facilities for the Registered Name Holder to generate and manage their own unique “Authlnfo” code.

Registrars may not employ any mechanism for complying with a Registered Name Holder’s request to obtain the applicable “Authlnfo Code” that is more restrictive than the mechanisms used for changing any aspect of the Registered Name Holder’s contact or name server information.

The Registrar of Record must not refuse to release an “Authlnfo Code” to the Registered Name Holder solely because there is a dispute between the Registered Name Holder and the Registrar over payment.

Registrar-generated “Authlnfo” codes must be unique on a per-domain basis.

The “Auth-lnfo” codes must be used solely to identify a Registered Name Holder, whereas the FOA’s still need to be used for authorization or confirmation of a transfer request, as described in Section 2 and Section 4 of this policy.

6. Registry Requirements

Upon receipt of the “transfer” command from the Gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars. In the case of those Registries that use electronic mail notifications, the response notification may be sent to the unique email address established by each Registrar for the purpose of facilitating transfers.

The Registry Operator shall complete the requested transfer unless, within five (5) calendar days, Registry Operator receives a NACK protocol command from the Registrar of Record.

When the Registry’s database has been updated to reflect the change to the Gaining Registrar, Registry Operator will transmit an electronic notification to both Registrars. The notification may be sent to the unique email address established by each Registrar for the purpose of facilitating transfers or such other email address agreed to by the parties.

The Registry Operator shall undo a transfer if, after a transfer has occurred, the Registry Operator receives one of the notices as set forth below. In such case, the transfer will be reversed and the domain name reset to its original state. The Registry Operator must undo the transfer within five (5) calendar days of receipt of the notice except in the case of a Registry dispute decision, in which case the Registry Operator must undo the transfer within fourteen calendar days unless a court action is filed. The notice required shall be one of the following:

i. Agreement of the Registrar of Record and the Gaining Registrar sent by email, letter or fax that the transfer was made by mistake or was otherwise not in accordance with the procedures set forth in this policy;

ii. The final determination of a dispute resolution body having jurisdiction over the transfer; or

iii. Order of a court having jurisdiction over the transfer.

7. Records of Registration

Each Registrar shall require its customer, the Registered Name Holder, to maintain its own records appropriate to document and prove the initial domain name registration date.

8. Effect on Term of Registration

The completion by Registry Operator of a holder-authorized transfer under this Part A shall result in a one-year extension of the existing registration, provided that in no event shall the total unexpired term of a registration exceed ten (10) years.

B. ICANN-Approved Transfers

Transfer of the sponsorship of all the registrations sponsored by one Registrar as the result of (i) acquisition of that Registrar or its assets by another Registrar, or (ii) lack of accreditation of that Registrar or lack of its authorization with the Registry Operator, may be made according to the following procedure:

(a) The gaining Registrar must be accredited by ICANN for the Registry TLD and must have in effect a Registry-Registrar Agreement with Registry Operator for the Registry TLD.

(b) ICANN must certify in writing to Registry Operator that the transfer would promote the community interest, such as the interest in stability that may be threatened by the actual or imminent business failure of a Registrar.

Upon satisfaction of these two conditions, Registry Operator will make the necessary one-time changes in the Registry database for no charge, for transfers involving 50,000 name registrations or fewer. If the transfer involves registrations of more than 50,000 names, Registry Operator will charge the gaining Registrar a one-time flat fee of US$ 50,000.

C. Transfer Dispute Resolution Policy

Procedures for handling disputes concerning inter-registrar transfers are set forth in the Transfer Dispute Resolution Policy. Procedures in this policy must be followed by the applicable Registry Operators and ICANN accredited Registrars.

EX-10.13

Exhibit 10.13

OFFICE LEASE

for
Scottsdale Technology Center
14455, 14555, 14505 North Hayden Road
Scottsdale, Arizona 85260

IDS LIFE INSURANCE COMPANY
A MINNESOTA CORPORATION

Landlord

and

GO DADDY SOFTWARE, INC.
A ARIZONA CORPORATION

Tenant

TABLE OF CONTENTS

		PAGE
ARTICLE 1.	BASIC LEASE INFORMATION		3
ARTICLE 2.	AGREEMENT		4
ARTICLE 3.	TERM. DELIVERY & ACCEPTANCE OF PREMISES		4
ARTICLE 4.	MONTHLY RENT. RENTAL ADJUSTMENT & CONVERSION		5
ARTICLE 5.	OPERATING EXPENSES		5
ARTICLE 6.	INSURANCE		7
ARTICLE 7.	USE		8
ARTICLE 8.	REQUIREMENTS OF LAW: FIRE INSURANCE		8
ARTICLE 9.	ASSIGNMENTS AND SUBLETTING		8
ARTICLE 10.	RULES AND REGULATIONS		11
ARTICLE 11.	COMMON AREAS		11
ARTICLE 12.	LANDLORD’S SERVICES		11
ARTICLE 13.	TENANTS CARE OF THE PREMISES		12
ARTICLE 14.	ELECTRICAL SERVICES		12
ARTICLE 15.	ALTERATIONS		12
ARTICLE 16.	MECHANICS’ LIEN		13
ARTICLE 17.	END OF TERM		13
ARTICLE 18.	EMINENT DOMAIN		13
ARTICLE 19.	DAMAGE AND DESTRUCTION		13
ARTICLE 20.	SUBORDINATION		14
ARTICLE 21.	ENTRY BY LANDLORD		14
ARTICLE 22.	INDEMNIFICATION. WAIVER AND RELEASE		15
ARTICLE 23.	SECURITY DEPOSIT		15
ARTICLE 24.	QUIET ENJOYMENT		16
ARTICLE 25.	EFFECT OF SALE		16
ARTICLE 26.	DEFAULT		16
ARTICLE 27.	PARKING		17
ARTICLE 28.	MISCELLANEOUS		18

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OFFICE LEASE

     THIS OFFICE LEASE (the “Lease”) is entered into by Landlord and Tenant as described in the following Basic Lease Information as of the Date which is set forth for reference only in the following Basic Lease Information.

     Landlord and Tenant agree:

ARTICLE 1. BASIC LEASE INFORMATION

     THE FOLLOWING BASIC LEASE INFORMATION IS A PART OF THIS LEASE, BUT DOES NOT CONSTITUTE THE ENTIRE LEASE. TENANT ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS CONTAINED IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF AND AGREES THAT THIS LEASE, INCLUDING THE BASIC LEASE INFORMATION AND ALL EXHIBITS, REFLECTS THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF LANDLORD AND TENANT REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS LEASE PRIOR TO EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER ADVISORS AS TENANT DEEMS APPROPRIATE.

     In addition to the terms which are defined elsewhere in this Lease, the following defined terms are used in this Lease:

(a)	Date:	December 26, 2001
(b)	Landlord:	IDS Life Insurance Company, a Minnesota Corporation c/o FarrMont Realty Group, Inc., 320 East McDowell Road, Suite 200 Phoenix, Arizona 85004
(c)	Tenant:	Go Daddy Software, Inc., a Arizona corporation
(d)	Building Address:	14455 North Hayden Road Scottsdale, Arizona 85260
(e)	Premises:	Suites 219 and 226
(f)	Parking Charge:	N/A
(g)	Parking Spaces:	N/A
(h)	Term:	Thirty-nine(39) months, beginning on the Commencement Date and expiring on the Expiration Date.
(i)	Commencement Date	January 1, 2002, or as extended pursuant to Section 3.3, below.
(j)	Expiration Date:	March 30, 2005, or as extended pursuant to Section 3.3, below.
(k)	Monthly Base Rent:	January 1, 2002 — March 30, 2002	$7,401.88 plus all applicable taxes
		April 1, 2002 — March 30, 2003	$19,818.50 plus all applicable taxes
		April 1, 2003 — March 30, 2004	$20,326.67 plus all applicable taxes
		April 1, 2004 — March 30, 2005	$20,834.83 plus all applicable taxes

Note: Tenant will begin paying rent for Suite 226 three (3) months after completion of construction pursuant to Article 3.2, below. Landlord and Tenant will execute a Declaration of Commencement setting forth the commencement date and expiration date of the Lease pursuant to Article 3.3, below.

(i)	The Monthly Rent is subject to adjustment pursuant to Article 4.2 and 4.3 below.
(ii)	The Monthly Rent is subject to adjustment pursuant to Article 5 below.
(iii)	Rent: The monthly rent and additional rent.

(l)	Additional Rent:	Increased expenses over Base Year: Base Year of 2001
(m)	Additional Rent — Taxes:	Any amounts which this Lease requires Tenant to pay in addition to Monthly Base Rent, including without limitation all state and local transaction privilege taxes imposed on Landlord or Tenant as a result of amounts payable hereunder.
(n)	Rentable Area of the Premises:	Approximately twelve thousand one hundred ninety-six square feet (12,196)
(0)	Rentable Area of the Office Building:	151,490 square feet.
(p)	Security Deposit:	Twenty Thousand Eight Hundred Thirty-four and 83/100($20,834.83) and a Letter of Credit equal to Twenty-nine Thousand One Hundred Sixty-two

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		and 52/100 Dollars ($29,162.52) which shall be held by Landlord and may be applied by Landlord to any Tenant default under the terms of this Lease until February 29, 2004.
(q)	Broker:	Lee B. Farris, FarrMont Realty Group, Inc.
(r)	Prepaid Rent:	$0.00
(s)	Office Building:	Scottsdale Technology Center consisting of three (3) office buildings.
(t)	Land:	The land on which the Office Building is located and which is more particularly described on Exhibit “B” to this Lease.
(u)	Project:	The development consisting of the Land and all improvements built on the Land including without limitation the Building, parking lot, parking structure, if any, walkways, driveways, fences, and landscaping.
(v)	Landlord’s Address:	IDS Life Insurance Company, a Minnesota Corporation c/o FarrMont Realty Group, Inc. 320 East McDowell Road, Suite 200 Phoenix, Arizona 85004
(w)	Tenant’s Address:	Scottsdale Technology Center 14455 North Hayden Road, Suite 219 Scottsdale, Arizona 85260
(x)	Prime Rate:	The rate of interest from time to time announced by Bank One, or any successor to it, as its prime rate. If Bank One or any successor to it ceases to announce its prime rate, the Prime Rate will be a comparable interest rate designated by Landlord which replaces the Prime Rate.

If any other provision of this Lease contradicts any definition of this Article, the other provision will prevail.

The following exhibits are attached to this Lease and are made parts of this Lease:

EXHIBIT “A” — The Premises
EXHIBIT “B” — Legal Description of the Land
EXHIBIT “C” — Work Letter
EXHIBIT “D” — Rules and Regulations

ARTICLE 2: AGREEMENT

Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, according to this Lease.

ARTICLE 3. TERM, DELIVERY AND ACCEPTANCE OF PREMISES

3.1 General. The duration of this Lease will be the Term. The Term will commence on the Commencement Date and will expire on the Expiration Date.

3.2 Delivery of Possession. Landlord will construct or install in the Premises the improvements to be constructed or installed by Landlord according to the Work Letter attached to this Lease as Exhibit “C” (the “Work Letter”). Landlord will be deemed to have delivered possession of the Premises to Tenant when Landlord has given Tenant notice that the improvements will be substantially completed within ten (10) days of the date of such notice, subject to only the completion of Landlord’s “punch list” items which do not materially interfere with Tenant’s use and enjoyment of the Premises.

3.3 Failure to Deliver Possession. If, for any reason, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date:

     (a) This Lease will not be void or voidable; and

     (b) Landlord will not be liable to Tenant for any resultant loss or damage; and

     (c) If delivery of possession of the Premises to Tenant on the Commencement Date is delayed by Landlord, (i) Rent will be waived for the period between the original Commencement Date and the date on which Landlord delivers possession of the Premises to Tenant, (ii) the original Commencement Date and Expiration Date will be extended automatically one day for each day of delay after the original Commencement Date and before delivery of possession, and (iii) Landlord and Tenant will execute a certificate of the new Commencement Date and Expiration Date promptly after delivery of possession.

3.4 Early Entry. If Tenant is permitted entry to the Premises prior to the Commencement Date for the purpose of installing fixtures or any other purpose permitted by Landlord, such early entry will be at Tenant’s sole risk and subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, except for the payment of Monthly Rent which will commence on the Commencement Date. Tenant, its agents or employees, will not interfere with or delay Landlord completion

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of construction of the improvements. All rights of Tenant under this Section 3.4 will be subject to the requirements of all applicable building codes and zoning requirements so as not to interfere with Landlord’s obtaining a certificate of occupancy for the Premises. Landlord has the right to impose such additional conditions on Tenant’s early entry as Landlord, in its sole discretion, deems appropriate, and will further have the right to require that Tenant execute an early entry agreement containing such conditions prior to Tenant’s early entry.

3.5 Condition of the Premises. Prior to the Commencement Date, Tenant will conduct a walk-through inspection of the Premises with Landlord and prepare a punch-list of items needing additional work by Landlord. Other than the items specified in the punch-list, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in their condition on the date of delivery of possession. The punch-list will not include any damage to the Premises caused by Tenant’s move-in or early access, if permitted. Damage caused by Tenant will be repaired or corrected by Landlord, at Tenant’s expense. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business or for any other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any Tenant improvements to the Premises except as expressly provided in this Lease and the Work Letter. If Tenant fails to submit a punch-list to Landlord prior to the Commencement Date, it will be deemed that there are no items needing additional work or repair. Landlord’s contractor will complete all reasonable punch-list items within thirty (30) days after the walk-through.

3.6 Adjustments Upon Completion. As soon as practicable, upon completion of the improvements in accordance with the Work Letter, Landlord will notify Tenant of the Rentable Area of the Premises, the Rentable Area of the Building, Monthly Rent, and Tenant’s Share, if such information was not previously determinable by Landlord. At Landlord’s request, Tenant will promptly execute a certificate confirming such information.

ARTICLE 4. MONTHLY RENT, RENTAL ADJUSTMENT AND CONVERSION

4.1 Monthly Rent. Throughout the Term of this Lease, Tenant will pay Monthly Rent to Landlord as rent for the Premises. Monthly Rent will be paid in advance, on or before the first day of each calendar month of the Term. If the Term commences on a day other than the first day of a calendar month, the Monthly Rent will be appropriately prorated by Landlord for such month. If the Term commences on a day other than the first day of a calendar month, then prorated Monthly Rent for such month will be paid on or before the first day of the Term. Monthly Rent will be paid to Landlord, without notice or demand, and without deduction or offset, in lawful money of the United States of America at Landlord’s Address, or to such other person or at any other place as Landlord may from time to time designate in writing.

4.2 Rental Adjustment: Commencing with the second lease year and each lease year thereafter, and continuing throughout the term or any extension thereof, the monthly guaranteed rental shall be adjusted upward in accordance with the formula set forth below in applying the formula, the following definitions shall prevail.

(a)	“Bureau” means the Federal Bureau of Labor Statistics or any successor agency that shall issue the- indices or any data referred to in subparagraph “e”.
(b)	“Price Index” means the Consumers’ Price Index, “All Items, An Urban Consumers, U.S. City Average (1967—100)” issued from time to time by the Bureau.
(c)	“Adjustment Index” is the Indices issued for the third month prior to the adjustment date.
(d)	“Base Index” is the Indices issued by the Bureau for the third month prior to the first day of the- calender month in which the term of this Lease commences.
(e)	The “issue” of Price Index means the release to the public of the Price Index, and the date of issue shall bethe date it is so released whether or not the issued Index is for the current month or period in which the release occurs or for a prior month or period.

If the Average Price Index for any such lease year is greater than the Base index, then the monthly rental, beginning with the first day of such lease year, shall be increased in the same proportion that the increase in the Average Price Index bears to the Base Index. If an increase shall become effective by application of the rule stated in the preceding sentence and the Average Price Index for any subsequent lease year decreases, then the monthly rental beginning with such subsequent lease year shall not be decreased but shall remain equal to the highest increased monthly rental applicable to any such prior lease year.

4.3 CPI Conversion. If the base period presently employed in calculating and determining the CPI should hereafter be changed and a new base period adopted by the Bureau of Labor Statistics of the United States Department of Labor, the base index figure as set forth herein shall be converted so as to conform with the new index figure and the new index figure as converted shall be used. In the event that the Bureau of Labor Statistics discontinues the issuance of the CPI, then, in that event, Tenant and Landlord agree to use any other nationally recognised cost of living index issued by the United States Department of Labor or any other branch or department of the United States Department of Labor or any other branch of department of the Federal government and the index so used shall be converted in accordance with good accounting practices as a substitute basis for determining such adjustments to the minimum annual rent.

ARTICLE 5. OPERATING EXPENSES

5.1 General: This Lease shall be deemed a modified full service lease and Tenant shall do all acts and make all payments pro-rata, connected with or arising out of any increase of operating expenses for Scottsdale Technology Center over Tenant’s expense base, in addition to Tenant’s base rent. This includes, without limitation, all taxes and assessments, and any increases

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in all taxes and assessments, whether now or hereafter existing, levied or imposed on Landlord or Tenant, and whether foreseen or unforeseen. In addition to Monthly Rent, Tenant will pay Tenant’s Monthly Share of the Increased Current Operating Expenses of Scottsdale Technology Center. Landlord agrees to cap the annual increases of the “Controllable Expenses (“Controllable Expenses” shall be defined as every expense set forth below except for all utilities, all insurance and all taxes which shall be excluded) at five percent (5.0%) per year on a cumulative basis.

As used in this Lease, the term “Operating Expenses” includes:

(a) all reasonable costs of management, operation and maintenance of the Project, including without limitation, real and personal property taxes and assessments (and any tax levied in whole or in part in lieu of or in addition to real property taxes), wages, salaries and compensation of employees, consulting, accounting, legal and janitorial, maintenance, guard and other services, management fees (charged by Landlord, any affiliate of Landlord, or any other entity managing the Project), reasonable reserves for Operating Expenses, that part of office rent or rental value of space in the Project used by Landlord to manage, operate and maintain the Project or furnished by Landlord to enhance the management, operation or maintenance of the Project, power, water, waste disposal and other utilities, materials and supplies, maintenance and repairs, insurance obtained with respect to the Project, depreciation on personal property and equipment (which is or should be capitalized on the books of Landlord), and any other costs, charges, and expenses which under generally accepted accounting principles, would be regarded as management, maintenance and operating expenses; and

(b) the cost (amortized over such period as Landlord will reasonably determine) together with interest at the greater of (i) the Prime Rate prevailing plus two percent (2%) or (ii) Landlord’s borrowing rate for such capital improvements plus two percent (2%), on the unamortized balance of any capital improvements which are made to the Project by Landlord (A) for the purposes of reducing Operating Expenses, or (B) after the Date and which were required under any governmental law or regulation that was not applicable to the Project at the time it was constructed and which are not a result of the nature of Tenant’s use of the Premises.

The Operating Expenses will not include: (1) depreciation on the Project (other than depreciation on personal property, equipment, window coverings on exterior windows provided by Landlord and carpeting in public corridors and common areas); (2) costs of improvements made for tenants of the Project; (3) finders fees and real estate brokers’ commission; (4) mortgage principal or interest; and (5) capital items other than those referred to in clause (b), above.

Tenant acknowledges that Landlord has not made any representation or given Tenant any assurances that the Operating Expenses will equal or approximate any actual amount per square foot of Rentable Area of the Premises, for any calendar year during the Term.

5.2 Estimated Payments: In addition to Monthly Rent, Tenant will pay to Landlord on the first day of each month during the Term one-twelfth (1/12) of Landlord’s estimate of the Additional Rent payable by Tenant pursuant to Section 5.1, above, during the subject calendar year or partial calendar year (the “Additional Rent”). The Additional Rent is subject to revision according to the further provisions of this Section 5.2 and Section 5.3, below. During December of each calendar year, or as soon after December as practicable, Landlord will give Tenant written notice of Additional Rent for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant will pay to Landlord one-twelfth (1/12) of the Additional Rent; however, if such notice is not given in December, Tenant will continue to pay on the basis of the prior year’s Additional Rent until the month after such notice is given. In the month Tenant first pays Landlord’s new Additional Rent, Tenant will pay to Landlord the difference between the new Additional Rent estimate and the amount payable to Landlord for the prior year’s Additional Rent, for each month which has elapsed since December. If, at any time or times it reasonably appears to Landlord that the amount payable under Section 5.1 above, for the current calendar year will vary from the Additional Rent, Landlord may, by written notice to Tenant, revise the Estimate Operating Expenses for such year, and subsequent payments by Tenant for such year will be based upon Landlord’s reasonably revised estimate.

5.3 Annual Settlement. Within one hundred twenty (120) days after the end of each calendar year or as soon after such one hundred twenty (120) day period as practicable, Landlord will deliver to Tenanta statement of amounts payable under Section 5.1, above, for such calendar year prepared and certified by Landlord. Such certified statement will be final and binding upon Landlord within thirty (30) days after it is given to Tenant. If such statement shows an amount owing by Tenant that is less than the estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the Term has ended and Tenant was not in default at its end, Landlord will refund the excess payment previously made by Tenant for such calendar year, if such statement shows a balance due from Tenant, Tenant will pay the deficiency to Landlord within thirty (30) days after the delivery of such statement. Tenant may review Landlord’s records of the Operating Expenses, at Tenant’s sole cost and expense, at the place Landlord normally maintains such records during Landlord’s normal business hours.

5.4 Final Proration. If this Lease ends on a day other than the last day of a calendar year, the amount of increase (if any) in the Operating Expenses payable by Tenant applicable to the calendar year in which this Lease ends will be calculated on the basis of the number of days of the Term falling within such calendar year and Tenant’s obligation to pay the amount so determined will survive the end of this Lease.

5.5 Other Taxes. Tenant will reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of Landlord and Tenant:

(a) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements

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is in Tenant or Landlord;

(b) upon or measured by Rent, including without limitation, any gross income tax or excise tax levied by the Federal government or any other governmental body with respect to the receipt of Rent;

(c) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Premises; and

(d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

If it is not lawful for Tenant to reimburse Landlord, the Rent payable to Landlord under this Lease will be revised to yield to Landlord the same net rental after the imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

     Tenant will pay promptly when due all personal property taxes on Tenant’s personal property in the Premises and any other taxes payable by Tenant, the non-payment of which might give rise to a lien on the Premises or Tenant’s interest in the Premises.

5.6 Rent Payable. Amounts payable by Tenant as provided herein, will be payable as Rent without deduction or offset. If Tenant fails to pay any amounts due, Landlord will have all the rights and remedies available to it on account of Tenant’s failure to pay Rent.

ARTICLE 6. INSURANCE

6.1 Landlord’s Insurance. At all times during the Term, Landlord will carry and maintain:

(a) fire and extended coverage insurance covering the Project, parking structure(if any), the Building’s equipment and common area furnishings, and leasehold improvements in the Premises to the extent of the Tenant Finish Allowance (as that term is defined in the Work Letter); and

(b) public liability and property damage insurance; and

(c) such other insurance as Landlord determines from time to time.

The insurance coverages and amounts in this Section 6.1 will be determined by Landlord.

6.2 Tenant’s Insurance. At all times during the Term, Tenant will carry and maintain, at Tenant’s expense, the following insurance, in the amounts specified below or such other amounts as Landlord may from time to time reasonably request, with insurance companies and on forms satisfactory to Landlord:

(a) public liability and property damage liability insurance, with a combined single occurrence limit of not less than $3,000,000.00. All such insurance will specifically include without limitation, contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in Article 21 of this Lease, below; and

(b) insurance covering all of Tenant’s equipment, trade fixtures, appliances, furniture, furnishings and personal property from time to time in, on or upon the Premises, and any leasehold improvements to the Premises in excess of the Tenant Finish Allowance, in an amount not less than the full replacement cost without deduction for depreciation from time to time during the term of this Lease, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended peril (all risk), boiler, flood, glass breakage and sprinkler leakage. All policy proceeds will be used for the repair or replacement of the property damaged or destroyed, however, if this Lease ceased under the provisions of Article 18 below, Tenant will be entitled to any proceeds resulting from damage to Tenant’s equipment, trade fixtures, appliances, furniture, furnishings, and personal property, and Landlord will be entitled to all other proceeds; and

(c) workmen’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the workmen’s compensation law of the state in which the Premises are located.

6.3 Forms of the Policies. All policies of insurance which Tenant is obligated to maintain according to this Lease (other than any policy of workmen’s compensation insurance) will name Landlord and such other persons or firms as Landlord specifies from time to time as additional insured. Original or copies of original policies (together with copies of the endorsements naming Landlord, and any others specified by Landlord as additional insured) and evidence of the payment of all premiums of such policies will be delivered to Landlord prior to Tenant’s occupancy of the Premises and from time to time at least thirty (30) days prior to the expiration of the term of each such policy. All public liability and property damage liability insurance policies maintained by Tenant will contain a provision that Landlord and any other additional insured will be entitled to recover under such policies for any loss sustained by them, their agents and employees as a result of the acts or omissions of Tenant. All such policies maintained by Tenant will provide that they may not be terminated or amended except after thirty (30) days’ prior written notice to Landlord. All public liability, property damage, liability and casualty policies maintained by Tenant will be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry. Insurance required to be maintained by Tenant by this Article 6 may be subject to a deductible of up to $1,000.00.

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6.4 Waiver of Subrogation. Except as otherwise provided herein, Landlord and Tenant each waive any and all rights to recover against the other or against any other Tenant or occupant of the Project, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, customers, invitees or business visitors of such other party or of such other Tenant or occupancy of the Project, for any loss or damage to such waiving party arising from any cause covered by any insurance required by such party pursuant to this Article 6 or any other insurance actually carried by such party to the extent of the limits of such policy. Landlord and Tenant, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Projector the Premises claiming by, under or through Tenant to execute and deliver to Landlord such a waiver of claims and to obtain such waiver of subrogation rights endorsements.

6.5 Adequacy of Coverage. Landlord, its agents and employees, make no representation that the limits of liability specified to be carried by Tenant pursuant to this Article 6 are adequate to protect Tenant. If Tenant believes that any of such insurance coverage is inadequate, Tenant will obtain such additional insurance coverage as Tenant deems adequate, at Tenant’s sole expense.

ARTICLE 7. USE

The premises will be used only for general office purposes. Tenant will not: do or permit to be done in or about the premises, or bring to, keep or permit to be brought or kept in the Premises, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation which is now in force or which may be enacted or promulgated after the Date, do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants of the Building or Project, or injure or annoy them; use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose; cause, maintain or permit any nuisance in, on or about the Premises or commit or allow to be committed any waste in, on or about the Premises; construct, excavate, trench, dig, or improve any portion of the common areas of the Project.

ARTICLE 8. REQUIREMENTS OF LAW: FIRE INSURANCE AND HAZARDOUS MATERIALS

8.1 General. At its sole cost and expense Tenant will promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or in force after the Date, with the requirements of any board of free underwriters or other similar body constituted now or after the Date, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Premises, insofar as they relate to the condition, use or occupancy of the Premises, excluding requirements of structuralchanges or changes outside the Premises unless related to (a) Tenant’s acts, (b) Tenant’s business, (c) Tenant’s use of the Premises, or (d) improvements made by or for Tenant.

8.2 Hazardous Materials. Tenant will not generate, manufacture, receive, transport from, store, use or dispose of any Hazardous Material in, on or about the Premises or the Project. For the purpose of this Section 8.2, Hazardous Materials shall include but not be limited to substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances,” in the Comprehensive Environmental Response, Compensation and Liability Act of Materials Transportation Act, 49 U.S.C. Section 1901, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as “hazardous wastes” in the Arizona Revised Statues Section 36-3501(16). Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with Tenant’s breach of its obligations under this Section 8.2. Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against any and all claims, costs, liabilities and damage, including attorneys’ fees and costs, arising out of or in connection with the removal, cleanup, remediation and restoration work and materials necessary to return the Premises and any other property of whatever nature located on the Project to their condition existing prior to the appearance of Tenant’s Hazardous Materials on the premises. Tenant will pay to Landlord upon demand an amount equal to any permanent damage to the real property or buildings. Tenant is liable for all damages under the Law.

     (a) If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of any applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, and similar items, of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states and political subdivisions thereof relating to the protection of human health or the environment (collectively, “Environmental Laws”); or if Tenant should become aware of or receive notice or other communication concerning any factual, alleged, suspected communication concerning any factual, alleged, suspected or threatened liability for a violation of the Environmental Laws in connection with the Property or the past or present activities of any person thereon, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ or injunction, then Tenant shall deliver to Landlord, within ten (10) days of the receipt of such notice or communication by Tenant, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification.

     (b) Tenant shall not initiate communications with or provide information to any party other than Landlord regarding any hazardous materials without Landlord’s prior written approval, unless required by law or imminent emergency posing a substantial endangerment to human health, in which event Tenant shall provide notice of such communication or disclosure to Landlord as soon as reasonably possible.

8.3 Certain Insurance Risks. Tenant will not do or permit to be done any act or things upon the Premises or the Project which would (a) jeopardize or be in conflict with fire insurance policies covering the Project and fixtures and property in the Project, or (b) increase the rate of fire insurance applicable to the Project to an amount higher than it otherwise would be for general office

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use of the Project, or (c) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon the Premises.

ARTICLE 9. ASSIGNMENTS AND SUBLETTING

9.1 General. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, covenants that it will not assign, mortgage or encumber this Lease, nor sublease, nor permit the Premises or any part of the Premises to be used or occupied by others, without the prior written consent of Landlord in each instance. Any assignment or sublease in violation of this Article 9 will be void. If this Lease is assigned, or if the Premises or any part of the Premises are subleased or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the new amount collected to Rent. No assignment, sublease, occupancy or collection will be deemed a waiver of the provisions of this Section 9.1, and acceptance by Landlord of the assignee, subtenant or occupant as Tenant, shall not release Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord’s prior written consent in each instance.

9.2 Landlord’s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing, (a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That date will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day.

     Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel.

     If such a sublease is made to Landlord or its designee, such sublease will expressly:

(a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense;

(b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times;

(c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant;

(d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and

(e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.

     Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

9.3 Submission of Information. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, and (d) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant.

9.4 Consent Not to be Unreasonably Withheld. If Landlord does not accept Tenant’s offer within thirty (30) days after receipt of it, as provided in Section 9.2, above, then Landlord will not unreasonably withhold or delay its consent to Tenant’s request for consent to such specific assignment or sublease if the conditions in Section 9.3, above, and all of the following conditions are satisfied:

     (a) The proposed transferee is at least as credit worthy as Tenant when Tenant entered into this Lease, and satisfied Landlord’s then-current credit standards for tenants of the Building, and in Landlord’s opinion has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due.

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(b) The proposed transferee will make use of the Premises which in Landlord’s opinion (i) is lawful, (ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of a first class office building, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other Tenant or proposed Tenant in the Project, (v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises, Building common facilities, or Project, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Project, and (viii) will not require Tenant improvements incompatible with then existing Building or Project systems and components.

(c) Tenant pays Landlord’s reasonable attorneys’ fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500,00 for each such request.

(d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law.

(e) The proposed transferee has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community.

(f) At the time of the proposed transfer, there is no Event of Default under this Lease.

(g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended.

(h) At least 75% of the Rentable Area of the Building is leased to paying tenants.

(i) The transfer will not otherwise have or cause a material adverse impact on Landlord’s interests, the Building, the Premises or the Project.

(j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below.

Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

9.5 Form of Assignment or Sublease. If Landlord consents to a proposed assignment or sublease, Landlord will give Tenant’s form of assignment or sublease, as the case may be, which is acceptable to Landlord and will provide, among other things, that Tenant will remain liable under this Lease. Any sublease will provide, among other things, that the subtenant will comply with all applicable terms and conditions of this Lease. Any assignment will contain, among other things, an assumption by the assignee of all of the terms, covenants and conditions which this Lease requires Tenant to perform. Landlord’s consent will not be effective unless and until Tenant (a) delivers to Landlord an original duly executed assignment or sublease, as the case may be, in the form provided by Landlord, and (b) pays Landlord the amounts required under Section 9.4(c), above.

9.6 Payments to Landlord. If Landlord consents to a proposed assignment or sublease, then Landlord will have the right to require Tenant to pay to Landlord a sum equal to: (a) any rent or other consideration paid to Tenant by any proposed transferee which (after deducting the costs of Tenant, if any, in effecting the assignment or sublease, including reasonable alteration costs, commissions and legal fees) is in excess of the Rent allocable to the transferred space which is then being paid by Tenant to Landlord pursuant to this Lease; and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such sublease or assignment. All such sums payable will be payable to Landlord at the time the next payment of Monthly Rent is due.

9.7 Prohibited Transfers.

(a) Tenant will not offer to assign the Lease or sublet the Premises at a rate of Rent lower than that which is then being paid by Tenant to Landlord.

(b) The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant of this Lease or a majority of the total interest in any partnership Tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord’s consent in each instance. For purposes of this Article 9, the transfer of outstanding capital stock of any corporate Tenant will not include any sale of such stock by persons (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) effected through “over-the-counter-market” or through any recognized stock exchange.

9.8 Permitted Transfer. Subject to Sections 9.5, 9.6 and 9.10, Landlord consents to an assignment of this Lease, or sublease of all or part of the Premises, to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any corporation into or with which Tenant may be merged or consolidated.

9.9 Limitation on Remedies. Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant by this Section 9.9 waives any claim, for money damages (nor will Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment or subletting as provided for in this Section. Tenant’s sole remedy will be an action or proceeding to enforce any such provision, or for specific performance, injunction, or declaratory judgment.

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9.10 Consent of Mortgage. Any transfer for which consent is required of any party having a mortgage, deed of trust or other encumbrance on, or of any lessor under any ground or underlying lease of, all or any part of the Project shall not be effective unless and until such consent is given.

ARTICLE 10. RULES AND REGULATIONS.

     Tenant and its employees, agents, licensees and visitors will at all times observe faithfully, and comply strictly with, the rules and regulations set forth on Exhibit “D”. Landlord may from time to time reasonably amend, delete or modify existing rules and regulations, or adopt reasonable new rules and regulations for the use, safety, cleanliness and care of the Premises, the Building, and the Project, and the comfort, quiet enjoyment and convenience of occupants of the Project. Modifications or additions to the rules and regulations will be effective upon notice to Tenant from Landlord. In the event of any breach of any rules or regulations or any amendments or additions to such rules and regulations, Landlord will have all remedies which this Lease provides for default by Tenant, and will, is addition, have any remedies available at law or in equity, including the right to enjoin any breach of such rules and regulations. Landlord will not be liable to Tenant for violations such rules and regulations by any other Tenant, its employees, agents, visitors or licensees or any other person. In the event of any conflict between the provisions of this Lease and the rules and regulations, the provisions of this Lease will govern.

ARTICLE 11. COMMON AREAS

     As used in this Lease, the term “common areas” means, without limitation, the hallways, entryways, parking areas, driveways, walkways, terraces, loading areas, trash facilities and all other areas and facilities in the Project which are provided and designated from time to time by Landlord for the general nonexclusive use and convenience of Tenant with Landlord and other tenants of the Project and their respective employees, invitees, licensees or other visitors. Landlord grants Tenant, its employees, invitees, licensees and other visitors a nonexclusive license for the Term to use the common areas in common with others entitled to use the common areas, subject to the terms and conditions of this Lease. Without advance notice to Tenant (except with respect to matters covered by Subsection (a) below) and without any liability to Tenant in any respect, Landlord will have the right to:

     (a) establish and enforce reasonable rules and regulations concerning the maintenance, management, use and operation of the common areas;

     (b) close off any of the common areas to whatever extent required in the opinion of Landlord and its counsel to prevent a dedication of any of the common areas or the accrual of any rights by any person or the public to the common areas, provided such closure does not deprive Tenant of the substantial benefit and enjoyment of the Premises;

     (c) temporarily close any of the common areas for maintenance, alteration or improvement purposes;

     (d) select, appoint or contract with any person for the purpose of operating and maintaining the common areas, on such terms and conditions as Landlord deems reasonable;

     (e) change the size, use, shape or nature of any such common areas, provided such change does not deprive Tenant of the substantial benefit and enjoyment of the Premises. So long as Tenant is not thus deprived of the substantial use and benefit of the Premises, Landlord will also have the right at any time to change the arrangement or location of, or both, or to regulate or eliminate the use of any concourse, parking spaces, toilets or other public conveniences in the Project, without incurring any liability to Tenant or entitling Tenant to any abatement of rent and such action will not constitute an actual or constructive eviction of Tenant; and

     (f) erect one or more additional building on the common areas, expand the existing Building or other buildings to cover a portion of the common areas, convert common areas to a portion of the Building (excluding the Premises) or other buildings to common areas. Upon erection of any additional buildings or change in common areas, the portion of the Project upon which buildings or structures have been erected will no longer be deemed to be a part of the common areas. In the event of any such changes in the size or use of the Building or common areas of the Building or Project, Landlord may make an appropriate adjustment in the Rentable Area of the Building or the Building’s pro rata share of exterior common areas of the Project, as appropriate, and a corresponding adjustment to Tenant’s Share of the Operating Expenses payable pursuant to Article 5 of this Lease, above.

ARTICLE 12. LANDLORD’S SERVICES

12.1 Landlord’s Repair and Maintenance. Landlord will maintain, repair and restore the common areas of the Project, including lobbies, corridors and restrooms, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, and the structure of the Building in reasonably good order and condition.

12.2 Landlord’s Services. Landlord will furnish the Premises with: (i) heat and air conditioning equipment in good condition with sufficient capacity required for the comfortable occupation of the Premises; (ii) lighting replacement (for building standard lights) during Business Hours; (iii) restroom supplies; (iv) window washing with reasonable frequency; and (v) daily cleaning service on weekdays, in the manner that such services are customarily furnished in comparable office buildings. Landlord may provide, but will not be obligated to provide, any such services on Holidays and weekends.

     Landlord will not be in default under this Lease or be liable for any damages directly or indirectly resulting from, nor will the Rent be abated by reason of (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of such services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control for Landlord or by the making of necessary repairs or improvements to the Premises, the Building, or the Project, (3) the limitation, curtailment, rationing or restrictions or use of water,

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electricity, gas or other form of energy serving the Premises, the Building, or the Project. Landlord will use reasonable efforts to remedy diligently any interruption in the furnishing of such services.

     The term “Business Hours” means 7:00 a.m. to 6:00 p.m. on Monday through Friday, except Holidays (as that termis defined below), and 8:00 a.m. to 12:00 noon on Saturdays, except Holidays. The term “Holidays” means New Year’s Day; Martin Luther King, Jr. Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day and such other national holidays as may be established after the Date by the United States Government.

12.3 Tenant’s Costs. Whenever equipment or lighting (other than building standard lights) is used in the Premises by Tenant and such equipment or lighting affects the temperature otherwise normally maintained by the design of the air conditioning system. Landlord will have the right, after notice to Tenant, to install supplementary air conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises, and the cost of such facilities and modifications will be borne by Tenant. Tenant will also pay as Additional Rent the cost of providing all cooling energy to the Premises in excess of that required for normal office use or during hours requested by Tenant when air conditioning is not otherwise furnished by Landlord. Tenant will bear the cost of replacement bulbs or tubes for all non-building standard light fixtures.

12.4 Limitation on Liability. Landlord will not be liable to Tenant or any other person, for direct or consequential damage, or otherwise, for any failure to supply any heat, air conditioning, cleaning, lighting, security, surges or interruptions of electricity, or other service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvements, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable. Landlord’s compliance with any mandatory governmental energy conservation or environmental protection program, or any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant, or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building or Project of any person. In the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s sole opinion, Landlord will have the right to prevent access to the Building or Project during he continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate, including, without limitation, locking doors and closing parking areas and other common areas. Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance permitted under this Article 12, nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any of Tenant’s obligations under this Lease.

ARTICLE 13. TENANT’S CARE OF THE PREMISES

     Tenant will maintain the Premises (including Tenant’s equipment, personal property and trade fixtures located in the Premises) in their condition at the time they were delivered to Tenant, reasonable wear and tear excluded. Tenant will immediately advise Landlord of any material damage to the Premises or the Project. All damage or injury to the Premises, or the Project, or the fixtures, appurtenances and equipment in the Premises or the Project which is caused by Tenant, its agents employees, or invitees, may be repaired, restored or replaced by Landlord, at the expense of Tenant and such expense (plus fifteen percent (15%) of such expense for Landlord’s overhead) will be collectible as Additional Rent and will be paid by Tenant within ten (10) days after delivery of a statement for such expense.

ARTICLE 14. ELECTRICAL SERVICES

     Tenant acknowledges and agrees that this Lease is intended to be “full service” and that it shall be Landlord’s responsibility to secure electrical services for the premises and to pay all costs associated therewith, including deposits, hook up charges and ongoing service charges. All costs involved in providing electrical service shall be included in the operating expenses pursuant Article 5 above and is an uncontrollable expense.

ARTICLE 15. ALTERATIONS.

15.1 General. During the Term, Tenant will not make or allow to be made any material alterations, additions or improvements to or of the Premises or any part of the Premises, or attach any fixtures or equipment to the Premises, without first obtaining Landlord’s written consent. All such alterations, additions and improvements consented to by Landlord, and capital improvements which are required to be made to the Project as a result of the nature of Tenant’s use of the Premises, which consent shall not be un reasonably withheld:

     (a) Will be performed by contractors and subject to conditions specified by Landlord (which may include requiring the posting of a mechanic’s or material man’s lien bond); and

     (b) At Landlord’s option, will be made by Landlord for Tenant’s account, and Tenant will reimburse Landlord for their costs (including fifteen percent (15%) for Landlord’s overhead) within ten (10) days after receipt of a statement of such cost. Subject to Tenant’s rights in Article 17, below, all alterations, additions, fixtures and improvements, whether temporary or permanent in character, made in or upon the Premises either by Tenant or Landlord will immediately become Landlord’s property, and at the end of the Term will remain on the Premises without compensation to Tenant.

15.2 Free-Standing Partitions. Tenant will have the right to install free-standing work station partitions, without Landlord’s prior written consent, so long as no building or other governmental permit is required for their installation or relocation; however, if a permit is required Landlord will not unreasonably withhold its consent to such relocation or installation. The free-standing work station partitions for which Tenant pays will be part of Tenant’s trade fixtures for all purposes under this Lease.

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15.3 Other Charges. Tenant acknowledges that any alterations, additions and improvements to the Premises (including without limitation installation or relocation of partitions) may affect the heating, cooling, power, lighting and other systems in the Project and any increased cost attributable to such changes will be payable by Tenant to Landlord as Additional Rent.

15.4 Removal. By notice given to Tenant no less than thirty (30) days prior to the Expiration Date, Landlord may either:

     (a) require that Tenant remove any or all alterations, additions, fixtures and improvements which are made in or upon the Premises pursuant to this Article 15. In that event, prior to the Expiration Date, Tenant will remove such alterations, additions, fixtures and improvements at Tenant’s sole cost and will restore the Premises to the condition in which they were before such alterations, additions, fixtures, improvements and additions were made, reasonable wear and tear excepted; or

     (b) enter the Premises (without any liability for an actual or constructive, partial or total, eviction or any other claim or offset) remove any or all alterations, additions, fixtures and improvements made pursuant to this Article 15 at Tenant’s expense; however, Landlord will not enter the Premises in order to effect such removal more than thirty (30) days before the Expiration Date.

If Landlord does not so notify Tenant, Landlord may remove such alterations, fixtures, additions, and improvements after the end of the Term at Tenant’s cost.

ARTICLE 16. MECHANICS’ LIENS

     Tenant will pay or cause to be paid all costs and charges for work (a) done by Tenant or caused to be done by Tenant, in or to the Premises, and (b) for all materials furnished for or in connection with such work. Tenant will indemnify Landlord against and hold Landlord, the Premises; and the Project free, clear and harmless of and from all mechanic’s liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work by or on behalf of Tenant. If any such lien, at any time, is filed against the Premises, or any part of the Project, Tenant will cause such lien to be discharged of record within ten (10) days after the filing of such lien, except that if Tenant desires to contest such lien, it will furnish Landlord, within such ten (10) day period, security reasonably satisfactory to Landlord of at least 150% of the amount of the claim, plus estimated costs and interest. If a final judgment establishing the validity or existence of a lien for any amount is entered, Tenant will pay and satisfy the same at once. If Tenant fails to pay any charge for which a mechanics’ lien has been filed, and has not given Landlord security as described above, Landlord may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys’ fees incurred in connection with such lien, will be immediately due from Tenant to Landlord as Additional Rent. Nothing contained in this Lease will be deemed the consent or agreement of Landlord subject Landlord’s interest in the Project to liability under any mechanics’ or other lien law. If Tenant received notice that a lien has been or is about to be filed against the Premises or the Project or any action affecting title to the Project has been commenced on account of work done by or for or materials furnished to or for Tenant, it will immediately give Landlord written notice of such notice. At least fifteen (15) days prior to the commencement of any work (including but not limited to, any material maintenance, repairs, alterations, additions, improvements or installations) in or to the premises, by or for Tenant, Tenant will give Landlord written notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work. Landlord will have the right to post notices of non-responsibility or similar notices on the Premises in order to protect the Premises against any such liens.

ARTICLE 17. END OF TERM

     At the end of this Lease, Tenant will promptly quit and surrender the Premises broom-clean, in good order and repair, ordinary wear and tear excepted. If Tenant is not then in default, Tenant may remove from the Premises any trade fixtures, equipment and movable furniture placed in the Premises by Tenant, whether or not such trade fixtures or equipment are fastened to the Building; Tenant will not remove any trade fixtures or equipment without Landlord’s prior written consent if such fixtures or equipment are used in the operation of the Building, or if the removal of such fixture or equipment will result in impairing the structural strength of the Building. Whether or not Tenant is in default, Tenant will remove such alterations, additions, improvements, trade fixtures, equipment and furniture as Landlord has requested in accordance with Article 15. above, Tenant will fully repair any damage occasioned by the removal of any trade fixtures, equipment, furniture, alterations, additions and improvements. All trade fixtures, equipment, furniture inventory, effects, alterations, additions, and improvements on the Premises after the end of the Term will be deemed conclusively to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant or any other person and without obligation to account for them; and Tenant will pay Landlord for all expenses incurred in connection with the removal of such property, including, but not limited to, the cost of repairing any damage to the Building or Premises caused by the removal of such property. Tenant’s obligation to observe and perform this covenant will survive the expiration or other termination of this Lease.

ARTICLE 18. EMINENT DOMAIN

     If all the Premises are taken by exercise of the power of eminent domain (or conveyed by Landlord in lieu of such exercise) this Lease will terminate on a date (the “termination date”) which is the earlier of the date upon which the condemning authority takes possession of the Premises or the date on which title to the Premises is vested in the condemning authority. If more than twenty-five percent (25%) of the Rentable Area of the Premises is so taken, or if the Tenant does not cancel this Lease according to the preceding sentence, the Monthly Rent will be abated in the proportion of the Rentable Area of the Premises so taken to the Rentable Area of the Premises immediately before such taking, and Tenant’s Share will be appropriately recalculated. If all or substantially all of the Building or the Project is so taken, Landlord may cancel this Lease by written notice to Tenant given thirty (30) days after the termination date. In the event of any such taking, the entire award will be paid to Landlord and Tenant will have no right or claim to any part of such award; however, Tenant will have the right to assert a claim against the condemning authority in a separate action and so long as Landlord’s award is not reduced by such claim: for (i) Tenant’s moving expenses; (ii) leasehold improvements owned by Tenant; (iii) any other award established solely for the benefit of Tenant.

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ARTICLE 19. DAMAGE AND DESTRUCTION

     If the Premises or the Building are damaged by fire or other insured casualty, Landlord will give Tenant notice of the time which will be needed to repair such damage, as determined by Landlord in its sole discretion, and the election (if any) which Landlord has made according to this Article 19. Such notice will be given before the forty-fifth (45th) day (the “Notice Date”) after the fire or other insured casualty. If more than 25% of the rentable area is damaged as to be unrentable, then Tenant may cancel Lease.

     (a) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may be repaired within ninety (90) days after the commencement of repair, as determined by Landlord, Landlord will begin to repair the damage within ninety (90) days after the notice date and will diligently pursue the completion of such repair. In such event, this Lease will continue in full force and effect except that Monthly Rent will be abated on a pro rata basis from the date of the fire or other insured casualty until the date of the completion of such repairs (the “repair period”) based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived of during the repair period.

     (b) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within ninety (90) days after the commencement of repair, but may be repaired within one hundred eighty (180) days after the commencement of repair, as determined by Landlord, then, at Landlord’s option, Landlord will diligently pursue to repair such damage within one hundred eight (180) days after the notice date. If Landlord elects to repair such damage, Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period. If Landlord does not elect to repair such damage, this Lease will terminate on the notice date.

     (c) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within one hundred eighty (180) days after the commencement of repair, as determined by Landlord, then (i) Landlord may cancel this Lease as of the date of such damage by written notice given to Tenant on or before the notice date or (ii) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within ten (10) days after Landlord’s delivery of a notice that the repairs cannot be made within such one hundred eighty (180) day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will repair the Building and Premises and Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period.

     (d) If the proceeds of insurance are insufficient to pay for the repair of any damage to the Premises or the Building, Landlord will have the option to repair such damage or cancel this Lease as of the date of such casualty by written notice to Tenant on or before the notice date. If any such damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agent, contractors, employees, or invitees, there will be no abatement of Monthly Rent as otherwise provided for in this Article 19.

Tenant waives any rights conferred by statute or otherwise on account of any damage to the Premises, the Building, or the Project, to the extent that those rights are inconsistent with Tenant’s rights under this Article 19.

ARTICLE 20. SUBORDINATION AND ATTORNMENT

20.1 General. This Lease and Tenant’s rights under this Lease are subject and subordinate to any ground or underlying lease, first mortgage, indenture, first deed of trust or other first lien encumbrance, together with any renewals, extensions, modifications, consolidations and replacements of such first lien encumbrance, now or after the Date affecting or placed, charged or enforced against the Land, the Building, or all or any portion of the Project or any interest of Landlord in them or Landlord’s interest in this Lease and the leasehold estate created by this Lease (except to the extent any such instrument will expressly provide that this Lease is superior to such instrument). This provision will be self-operative and no further instrument of subordination will be required in order to effect it. Nevertheless, Tenant will execute, acknowledge and deliver to Landlord, at any time and from time to time, upon demand by Landlord, such documents as may be requested by Landlord, any ground or underlying lessor or any mortgagee, to confirm or effect any such subordination. If Tenant fails or refuses to execute, acknowledge and deliver any such document within twenty (20) days after written demand, Landlord, its successors and assigns will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant. Tenant by this Section 20.1 constitutes and irrevocably appoints Landlord, its successors and assigns as Tenant’s attorney-in-fact to execute,acknowledge and deliver any and all documents described in this Section 20.1 for and on behalf of Tenant, as provided in this Section 20.1.

20.2 Attornment. Tenant agrees that in the event that any holder of any ground or underlying lease, mortgage, deed of trust, or other encumbrance encumbering any part of the Project succeeds to landlord’s interest in the Premises, Tenant will pay to such holder all rents subsequently payable under this Lease. Further, Tenant agrees that in the event of the enforcement by the trustee or the beneficiary under or holder or owner of any such mortgage, deed of trust, land or ground lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of and attorn to such successor in interest without change in the term or provisions of this Lease. Such successor in interest will not be bound by (i) any payment of Monthly Rent or Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent or such trustee, beneficiary, holder or owner or such successor in interest. Upon request by such successor in interest and without cost to Landlord or such successor in interest Tenant will execute, acknowledge and deliver an instrument or instruments confirming the attornment. If Tenant fails or refuses to execute, acknowledge and deliver any such document within twenty (20) days after written demand, such successor in interest will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant, and in such event, Tenant by this Section 20.2 constitutes and irrevocably appoints such successor in interest as Tenant’s attorney-in-fact to execute, acknowledge and deliver any and all documents described in this Section 20.2 for and on behalf of Tenant, as provided in this Section 20.2.

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ARTICLE 21. ENTRY BY LANDLORD

     Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency or at reasonable hours to:

(a)	inspect the Premises;
(b)	exhibit the same to prospective purchasers, lenders or tenants;
(c)	determine whether Tenant is complying with all its obligations in this Lease;
(d)	supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease;
(e)	post notices of non-responsibility or similar notices; or
(f)	make repairs required of Landlord under the terms of this Lease or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building; however, all such work will be done as promptly as reasonably possible and so to cause as little interference to Tenant as reasonably possible.

     Tenant, by this Article 21, waives any claim against Landlord, its agents, employees or contractors for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord will at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant’s vaults, safes and similar areas designated in writing by Tenant in advance). Landlord will have the right to use any and all means which Landlord may deem proper to open doors in and to the Premises in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord by any means permitted under this Article 21 will not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises, or any portion of the Premises, nor will any such entry entitle Tenant to damages or an abatement of Monthly Rent, Additional Rent, or other charges which this Lease requires Tenant to pay.

ARTICLE 22. INDEMNIFICATION, WAIVER AND RELEASE

22.1 Indemnification. Tenant will neither hold nor attempt to hold Landlord or its employees or agents liable for, and Tenant will indemnify and hold harmless Landlord, its employees and agents from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, attorneys’ fees) incurred in connection with or arising from:

     (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under Tenant;

     (b) any activity, work or thing done, permitted or offered by Tenant in or about the Premises or the Project;

     (c) any acts, omissions or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees or visitors of Tenant or any such person;

     (d) any breach, violation or nonperformance by Tenant or any person claiming under Tenant or the employees agents, contractors, invitees or visitors of Tenant or any such person or any term, covenant or provision of this Lease of any law, ordinance or governmental requirement of any kind; or

     (e) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person entering upon the Premises or the Project under the express or implied invitation of Tenant except for any injury or damage to persons or property on the Premises which is proximately caused by or results proximately from the negligence or deliberate act of Landlord or its employees.

     If any action of proceeding is brought against Landlord or its employees by reason of any such claim for which Tenant has indemnified Landlord, Tenant, upon notice from Landlord, will defend the same at Tenant’s expense with counsel reasonably satisfactory to Landlord.

22.2 Waiver and Release. Tenant, as a material part of the consideration to Landlord for this Lease, by this Section 22.2, waives and releases all claims against Landlord, its employees and agents with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease. Except for any damage or injury to person or property on the Premises, which is proximately caused by or results proximately from the negligence or deliberate act of Landlord or its employee, Tenant covenants and agrees that Landlord and its employees will not at any time or to any extent whatsoever be liable, responsible, or in any way accountable for any loss, injury, death or damage (including consequential damages) to persons, property or Tenant’s business occasioned by any acts or omissions of any other Tenant, occupant or visitor of the Project, or from any cause, either ordinary or extraordinary, beyond Landlord’s control.

ARTICLE 23. SECURITY DEPOSIT

Tenant has deposited the Security Deposit with Landlord as security for the full, faithful and timely performance of every provision of the Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease, including but not limited

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to the provisions relating to the payment of Rent, Landlord may use, apply or retain all or any part of the Security Deposit for the payment of any Rent, or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used, applied, or retained, Tenant will, within five (5) days after written demand, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord will not be required to keep the Security Deposit separate from its general funds and Tenant will not be entitled to interest on the Security Deposit. The Security Deposit will not be deemed a limitation on Landlord’s damages or a payment of liquidated damages or a payment of the Monthly Rent due for the last month of Term. If Tenant fully, faithfully and timely performs every provision of this Lease to be performed by it, the Security Deposit or any balance of the Security Deposit will be returned to Tenant within sixty (60) days after the expiration of the term. Landlord may deliver the funds deposited under this Lease by Tenant to the purchaser of the Building in the event the Building is sold, and after such time, Landlord will have no further liability to Tenant with respect to the Security Deposit.

ARTICLE 24. QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent, and observes and performs all the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease and Tenant’s possession will not be disturbed by anyone claiming by, through or under Landlord.

ARTICLE 25. EFFECT OF SALE

A sale, conveyance or assignment of the Building or the Project which includes an assumption of Landlord’s obligations to Tenant hereunder, will operate to release Landlord from liability from and after the effective date of such sale, conveyance or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except those liabilities which arose prior to such effective date, and after the effective date of such sale, conveyance or assignment, Tenant will look solely to Landlord’s successor in interest in and to this Lease. This Lease will not be affected by any such sale, conveyance or assignment, and Tenant will attorn to Landlord’s successor in interest to this Lease.

ARTICLE 26. DEFAULT

26.1 Events of Default. The following events are referred to collectively as “Events of Default,” or individually, as an “Event of Default”:

     (a) Tenant defaults in the due and punctual payment of Rent, and such default continues for five (5) days after written notice from Landlord; however, Tenant will not be entitled to more than one (1) notice for monetary defaults during any twelve (12) month period, and if, after such notice, any Rent is not paid when due, an Event of Default will be considered to have occurred without further notice.

     (b) Tenant vacates or abandons the Premises;

     (c) This Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Tenant, or are taken upon subject to any attachment at the instance for any creditor or claimant against Tenant, and said attachment is not discharged or disposed of within fifteen (15) days after its levy;

     (d) Tenant files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy law or insolvency act of any state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors;

     (e) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant are instituted against Tenant, or a receiver or trustee is appointed for all or substantially all of the property of Tenant, and such proceedings is not dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment;

     (f) Tenant fails to take possession of the Premises on the Commencement Date of the Term; or

     (g) Tenant breaches any of the other agreements, terms, covenants or conditions which this Lease requires Tenant to perform, and such breach continues for a period of thirty (30) days after written notice from Landlord to Tenant; or if such breach cannot be cured reasonably within such thirty (30) day period and Tenant fails to commence to cure such breach within thirty (30) days after notice from Landlord or fails to proceed diligently to cure such breach within a reasonable time period thereafter.

     26.2 Landlord’s Remedies. If any one or more Events of Default set forth in Section 26.1 above, occurs, then Landlord has the right, at its election:

     (a) to give Tenant written notice of Landlord’s intention to terminate this Lease on the earliest date permitted by law or on any later date specified in such notice, in which case Tenant’s right to possession of the Premises will cease and this Lease will be terminated, except as to Tenant’s liability, as if the expiration of the term fixed in such notice were the end of the Term; or

     (b) without further demand or notice, to re-enter and take possession of the Premises or any part of the Premises, repossess the same, expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, using such

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force for such purposes as may be necessary, without being liable for prosecution, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Lease or as a result of any proceeding breach of covenants or conditions; or

     (c) without further demand or notice to cure any Event of Default and to charge Tenant for the cost of effecting such cure, including, without limitation, attorneys’ fees and interest on the amount so advanced at the rate set forth in Section 28.21, below, provided that Landlord will have no obligation to cure any such Event of Default of Tenant. Should Landlord elect to reenter as provided in subsection (b), above, or should Landlord take possession pursuant to any notice provided by law, Landlord may from time to time, without terminating this Lease, re-let the Premises or any part of the Premises in Landlord’s or Tenant’s name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its sole discretion, may determine and Landlord may collect and receive the Rent. Landlord will in no way be responsible or liable for any failure to re-let the Premises, or any part of the Premises, for any failure to collect any Rent due upon such re-letting. No such re-entry or taking possession of the Premises by Landlord will be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention is given to Tenant. No notice from Landlord under this Section or under a forcible or unlawful entry and detainer statute or similar law will constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such re-entry or re-letting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event this Lease will terminate as specified in such notice.

26.3 Certain Damages. In the event that Landlord does not elect to terminate this Lease as permitted in Section 26.2(a) above, but on the contrary, elects to take possession as provided in Section 26.2(b), above, Tenant will pay to Landlord: (i) Monthly Rent and other sums as provided in this Lease, which would be payable under this Lease if such repossession had not occurred, less; (ii) the net proceeds, if any, of any re-letting of the Premises after deducting all of Landlord’s reasonable expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, attorneys’ fees, expenses of employees, alteration and repair costs and expenses of preparation for such re-letting. If, in connection with any re-letting, the new lease term extends beyond the existing Term, or the premises covered by such new lease, include other premises not part of the Premises, a fair apportionment of the rent received for such re-letting and the expenses incurred in connection with such re-letting as provided in this Section will be made in determining the net proceeds from such re-letting, and any rent concessions will be equally apportioned over the term of the new lease. Tenant will pay such rent and other sums to Landlord monthly on the day which the Monthly Rent would have been payable under this Lease if possession had not been retaken and Landlord will be entitled to receive such rent and other sums from Tenant on each such day.

26.4 Continuing Liability After Termination If this Lease is terminated on account of the occurrence of an Event of Default, Tenant will remain liable to Landlord for damages in an amount equal to Monthly Rent and other amounts which would have been owing by Tenant for the balance of the Term, had this Lease not been terminated, less the net proceeds, if any, of any re-letting of the Premises by Landlord subsequent to such termination, after deducting all of Landlord’s expenses in connection with such re-letting, including, but without limitation, the expenses enumerated in Section 26.3, above. Landlord will be entitled to collect such damages from Tenant monthly on the day on which Monthly Rent and other amounts would have been payable under this Lease if this Lease had not been terminated, and Landlord will be entitled to receive such Monthly Rent and other amounts from Tenant on each such day. Alternatively, at the option of Landlord, in the event this Lease is so terminated, Landlord will be entitled to recover against Tenant as damages for losses of the bargain and not as a penalty:

     (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

     (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term of this Lease (had the same not ben so terminated by Landlord) after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided or,

     (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

     “The worth at the time of award” of the amounts referred to in clauses (i) and (ii), above, is computed by adding interest at the per annum interest rate described in Section 28.21, below, on the date on which this Lease is terminated from the date of termination until the time of award. “The worth at the time of award” of the amount referred to in clause (iii), above, is computed by discounting such amount at the discount rate of the Federal Reserve Bank of Denver at the time of award plus one percent (1%).

26.5 Cumulative Remedies. Any suit or suits for recovery of the amounts and damages set forth in Sections 26.3 and 26.4, above, may be brought by Landlord, from time to time, at Landlord’s election, and nothing in this Lease will be deemed to require Landlord to await the date upon which this Lease or the term would have expired had there occurred no Event of Default. Each right and remedy provided for in this Lease is cumulative and is in addition to every other right or remedy provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise. The prevailing party shall be entitled to recover its attorney’s fees (including those of in-house counsel) and costs whether or not suit is brought.

26.6 Waiver of Redemption. Tenant waives any right of redemption arising as a result of Landlord’s exercise of its remedies under this Article 26.

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ARTICLE 27. PARKING

Tenant will be entitled to use the Parking Spaces during the Term subject to the rules and regulations set forth below and any amendments or additions to them as may be done by Landlord from time to time during the Lease term.

Landlord shall provide free of charge 4/1000 parking spaces for the Lease term. Visitor parking will be available for use by Tenant’s invitees. Tenant shall have the right during the term of this Lease, on a first come first serve basis and provided the parking spaces are available, to lease (4) covered reserved parking spaces at Thirty-five and no/100 Dollars ($35.00) per space. Tenant shall have the right during the term of this Lease to park forty-nine (49) cars in the uncovered unreserved parking areas of the building.

ARTICLE 28. MISCELLANEOUS

28.1 No Offer. This Lease is submitted to Tenant on the understanding that it will not be considered an offer and will not bind Landlord in any way until (a) Tenant has duly executed and delivered duplicate originals to Landlord and (b) Landlord has executed and delivered one of such originals to Tenant.

28.2 Joint and Several Liability. If Tenant is composed of more than one signatory to this Lease, each signatory will be jointly and severally liable with each other signatory for payment and performance according to this Lease. The act of, notice to, notice from, refund to, or signature of, any signatory to this Lease(including without limitation modifications of this Lease made by fewer than all such signatories) will bind every other signatory as though every other signature had so acted, or received or given the notice or refund, or signed.

28.3 No Construction Against Drafting Party. Landlord and Tenant acknowledge that each of them and their counsel have had an opportunity to review this Lease and that this Lease will not be construed against Landlord merely because Landlord has prepared it.

28.4 Time of the Essence. Time is of the essence of each and every provision of this Lease.

28.5 No Recordation. Tenant’s recordation of this Lease or any memorandum or short form of it will be void and a default under this Lease.

28.6 No Waiver. The waiver by Landlord of any agreement, condition or provision contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision contained in this Lease, nor will any custom or practice which may grow up between the parties in the administration of the terms of this Lease be construed to waive or to lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms of this Lease. The subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition, or provision of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent.

28.7 Estoppel Certificate. At any time and from time to time, but within ten (10) days after prior written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, promptly upon request, a certificate certifying (a) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification, (b) the date, if any to which rent and other sums payable under this Lease have been paid, (c) that no notice of any default has been delivered to Landlord which default has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary under any deed of trust on the building or any part of the Project. Tenant’s failure to deliver such a certificate within such time will be conclusive evidence of the matters set forth in it.

28.8 Waiver of Jury Trial. Landlord and Tenant by this Section 28.8, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties to this Lease against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of occupancy of the Premises, or any other claims (except claims for personal injury or property damage), and any emergency statutory or any other statutory remedy.

28.9 No Merger. The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord or the termination of this Lease on account of Tenant’s default will not work a merger, and will, at Landlord’s option, (a) terminate all or any subleases and subtenancies or (b) operate as an assignment to Landlord of all or any subleases or subtenancies. Landlord’s option under this Section 28.9 will be exercised by notice to Tenant and all known sublessees or subtenants in the Premises or any part of the Premises.

28.10 Holding Over. Tenant will have no right to remain in possession of all or any part of the Premises after the expiration of the Term. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term, with the express or implied consent of Landlord: (a) such tenancy will be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy will not constitute a renewal or extension of this Lease for any further term; and (c) such tenancy may be terminated by Landlord upon the earliest of (i) thirty (30) days’ prior written notice or (ii) the earliest date permitted by law. In such event, Monthly Rent will be increased to an amount equal to double the Monthly Rent payable during the last month of the Term, and any other sums due under this Lease will be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease.

28.11 Notices. Any notice, request, demand, consent, approval or other communications required or permitted under this Lease must be in writing and will be deemed to have been given when personally delivered or deposited in any depository regularly

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maintained by the United States Postal Service, postage prepaid, certified mail, return receipt requested, addressed to the party for whom it is intended at its address set forth in Article 1, above. Either Landlord or Tenant may add additional addresses or change its address for purposes of receipt of any such communication by giving ten (10) days’ prior written notice of such change to the other party in the manner prescribed in this Section 28.11.

28.12 Severability. If any provision of this Lease proves to be illegal, invalid or unenforceable, the remainder of this Lease will not be affected by such finding, and in lieu of each provision of this Lease that is illegal, invalid or unenforceable, a provision will be added as a part of this Lease as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

28.13 Written Amendment Required. No amendment, alteration, modification of or addition to the Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant. Tenant agrees to make any modifications of the terms and provisions of this Lease required or requested by any lending institution providing financing for the Building, or Project, as the case may be, provided that no such modifications will materially adversely affect Tenant’s rights and obligations under this Lease.

28.14 Entire Agreement. This Lease, the Exhibits and Addenda, if any, contain the entire agreement between Landlord and Tenant. No promises or representations, except as contained in this Lease, have been made to Tenant respecting the condition or the manner of operating the Premises, the Building, or the Project.

28.15 Captions. The captions of the various Articles and Sections of this Lease are for convenience only and do not necessarily define, limit, describe or construe the contents of such Articles or Sections.

28.16 Notice of Landlord’s Default. In the event of any alleged default in the obligation of Landlord under this Lease, Tenant will deliver to Landlord written notice listing the reasons for Landlord’s default and Landlord will have thirty (30) days following receipt of such notice to cure such alleged default or, in the event the alleged default cannot reasonably be cured within a thirty (30) day period, to commence action and proceed diligently to cure such alleged default. A copy of such notice to Landlord will be sent to any holder of a mortgage or other encumbrances on the Building or Project of which Tenant has been notified in writing, and any such holder will also have the same time periods to cure such alleged default.

28.17 Authority. Tenant and the party executing this Lease on behalf of Tenant represent to Landlord that such party is authorized to do so by requisite action of the Board of Directors, or partners, as the case may be, and agree upon request to deliver to Landlord a resolution or similar document to that effect.

28.18 Brokers. Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Premises except the Broker names in Article 1, above, of any, (the “Broker”). Each of them will indemnify the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either of them has consulted or negotiated with regard to the Premises except the Broker. Landlord will pay any fees or commission due the Broker.

28.19 Governing Law. This Lease will be governed by and construed pursuant to the laws of the State in which the Project is located.

28.20 Force Majeure. Landlord will have no liability to Tenant nor will Tenant have any right to terminate this Lease or abate Rent or assert a claim of partial or total actual or constructive eviction, because of Landlord’s failure to perform any of its obligations in the Lease if the failure is due to reasons beyond Landlord’s reasonable control, including without limitation, strikes or other labor difficulties, inability to obtain necessary governmental permits and approvals (including scarcity of materials, war, riot, civil insurrection, accidents, acts of God and governmental preemption in connection with a national emergency.

28.21 Late Payments. Any payment of Rent, including Monthly Rent, which is not received within five (5) days after it is due will be subject to a late charge equal to five percent (5%) of the unpaid payment, or $ 100.00, whichever is greater. This amount is in compensation of Landlord’s additional cost of processing late payments. In addition, any Rent which is not paid when due, including Monthly Rent, will accrue interest at a late rate charge of the Prime Rate plus five percent (5%) per annum (but in no event in an amount in excess of the maximum rate allowed by applicable law) from the date on which it was due until the date on which it is paid in full with accrued interest.

28.22 No Easements for Air or Light. Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building will in no way affect this Lease or impose any liability on Landlord.

28.23 Tax Credits. Landlord is entitled to claim all tax credits and depreciation attributable to leasehold improvements in the Premises. Promptly after Landlord’s demand, Landlord and Tenant will prepare a detailed list of the leasehold improvements and fixtures and their respective costs for which Landlord or Tenant has paid. Landlord will designate those items for which Landlord will claim tax credits and depreciation; Tenant will be entitled to any remaining tax credits and depreciation for leasehold improvements not designated by Landlord.

28.24 Relocation of the Premises. Landlord reserves the unrestricted and unconditional right to relocate the Premises to substantially comparable space within the Project. Landlord will give Tenant a written notice of its intention to relocate the Premises, and Tenant will complete such relocation within thirty (30) days after receipt of such written notice. If the furnishings of the space to which Landlord proposes to relocate Tenant are not substantially the same as those of the Premises, or if the Monthly Rent of the new space is not substantially the same as the prior Monthly Rent, Tenant may so notify Landlord, and if Landlord fails to offer space satisfactory to Tenant, Tenant may terminate this Lease effective as of the thirtieth (30th) day after Landlord’s initial notice. If Tenant does relocate within the Project, then effective on the day of such relocation, this Lease will be amended by deleting the description of the original Premises, and substituting for it a description of such comparable space.

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Landlord agrees to reimburse Tenant for its actual moving costs and other costs directly incident to Tenant’s relocation to such other space within the Project, to the extent such costs are reasonable.

28.25 Financial Reports. Within fifteen (15) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant, or, failing those, Tenant’s internally prepared financial statements. Tenant will discuss its financial statements with Landlord and will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statement. Landlord will not disclose any aspect of Tenant’s financial statements which Tenant designates to Landlord as confidential except (a) to Landlord’s lenders or prospective purchasers of the Project, (b) in litigation between Landlord and Tenant, and (c) if required by court order.

28.26 Landlord’s Fees. Whenever Tenant requests Landlord, in writing, to take any action or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for all of Landlord’s reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys’, engineers or architects’ fees, within ten (10) days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action.

28.27 Binding Effect. The covenants, conditions and agreements contained in this Lease will bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributes, executors, administrators, successors, and, except as otherwise provided in this Lease, their assigns.

LANDLORD:	TENANT:
IDS LIFE INSURANCE	GO DADDY SOFTWARE, INC.
a Minnesota Corporation	a Arizona corporation
By: /s/ [ILLEGIBLE]	By: /s/ [ILLEGIBLE]
Mark McMullen	Bob Parsons
Its: Director — Asset Management	Its: President
Date:01/09/02	Date: 12/29/01

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

20

EXHIBIT A

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

21

EXHIBIT B

LEGAL DESCRIPTION OF THE LAND

PARCEL NO. 1:

That portion of the Northwest quarter of the Southwest quarter of Section 12, Township 3 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more fully described as follows:

COMMENCING at the West quarter corner of said Section 12, also being the TRUE POINT OF BEGINNING;

THENCE South 00 degrees 37 minutes 13 seconds West, a distance of 247.03 feet;
THENCE South 89 degrees 22 minutes 47 seconds East, a distance of 132.82 feet;
THENCE along a tangent curve to the right with a central angle of 29 degrees 54 minutes 30 seconds, a radius of 94.88 feet and whose center bears South 00 degrees 37 minutes 13 seconds West for a curve distance of 49.53 feet;
THENCE South 59 degrees 28 minutes 17 seconds East, a distance of 327.03 feet;
THENCE along a tangent curve to the left with a central angle of 30 degrees 10 minutes 16 seconds, a radius of 137.80 feet and whose center bears North 30 degrees 31 minutes 43 seconds East, a distance of 72.56 feet;
THENCE South 89 degrees 38 minutes 33 seconds East, a distance of 56.77 feet;
THENCE North 89 degrees 23 minutes 57 seconds West, a distance of 3.50 feet;
THENCE South 00 degrees 36 minutes 03 seconds West, a distance of 98.73 feet;
THENCE South 89 degrees 38 minutes 33 seconds East, a distance of 8.24 feet;
THENCE South 00 degrees 36 minutes 03 seconds West, a distance of 30.00 feet;
THENCE South 89 degrees 38 minutes 33 seconds East, a distance of 660.90 feet;
THENCE North 00 degrees 34 minutes 53 seconds East, a distance of 661.50 feet;
THENCE North 89 degrees 38 minutes 18 seconds West, a distance of 1321.22 feet to the TRUE POINT OF BEGINNING.

PARCEL NO. 2:

An easement for ingress and egress and access as created and more particularly described in that certain “Reciprocal Easement Agreement” recorded October 15, 1993, in Document No. 93-0706110, Maricopa County Records and re-recorded May 18, 1995, in Document No. 
95-0284301, Maricopa County Records, over, upon and across the following described property:

That portion of the Northwest quarter of the Southwest quarter of Section 12, Township 3 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more fully described as follows:

COMMENCING at the West quarter corner of said Section 12;

THENCE South 89 degrees 38 minutes 18 seconds East along the East-West mid-section line of said Section 12, a distance of 92.86 feet;
THENCE along a non-tangent curve to the left with a central angle of 06 degrees 05 minutes 51 seconds, a radius of 2345.00 feet and whose center bears South 79 degrees 04 minutes 06 seconds East for a curve distance of 249.56 feet to the TRUE POINT OF BEGINNING of a 24 feet wide easement for ingress and egress, being 12 feet parallel and perpendicular on either side of the following described line;
THENCE South 89 degrees 22 minutes 47 seconds East, a distance of 71.48 feet;
THENCE along a tangent curve to the right with a central angle of 29 degrees 54 minutes 30 seconds, a radius of 94.88 feet and whose center bears South 00 degrees 37 minutes 13 seconds West for a curve distance of 49.53 feet;
THENCE South 59 degrees 28 minutes 17 seconds East, a distance of 327.03 feet;
THENCE along a tangent curve to the left with a central angle of 30 degrees 10 minutes 16 seconds, a radius of 137.80 feet and whose center bears North 30 degrees 31 minutes 43 seconds East, a distance of 72.56 feet;
THENCE South 89 degrees 38 minutes 33 seconds East, a distance of 56.77 feet;
THENCE South 36 degrees 01 minutes 44 seconds East, a distance of 111.00 feet;
THENCE North 89 degrees 23 minutes 57 seconds West, a distance of 3.50 feet;
THENCE South 00 degrees 36 minutes 03 seconds West, a distance of 98.73 feet to the terminus on the North line of a 30 feet wide right of way for Evans Road.

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

22

EXHIBIT C

TENANT IMPROVEMENTS

INTERIOR
IMPROVEMENTS: As provided for and set forth in Article 3, Section 3.2 of the Lease and as shown on Exhibit A, Landlord will provide Tenant, at Landlord’s expense, with a tenant improvement allowance (the “Allowance”) for the Premises in an amount not to exceed Nineteen Thousand Five Hundred Seventy and no/100 Dollars ($ 19,570.00), to complete the remodel of the Premises. Any changes, alterations or additions will be at Tenant’s expense. Any unused portion of the Allowance shall accrue to Landlords account.

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

23

EXHIBIT D

RULES AND REGULATIONS

1. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using or entering the Building, or any equipment, furnishings or contents of the Building, and Tenant will comply with the Landlord’s reasonable requirements relative to such systems and procedures.

2. The sidewalks, halls, passages, exits and entrances of the Building will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egress from their respective Premises. The halls, passages, exits and entrances are not for the general public, and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits and entrances, of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character reputation and interests of the Building and its tenants, provided that nothing contained in these Rules and Regulations will be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. No Tenant and no employee or invitee of any Tenant will go upon the roof of the Building except such roof or portion of such roof as may be contiguous to the premises of a particular Tenant.

3. No sign, placard, picture, name, advertisement or notice visible from the exterior of Tenant’s Premises will be inscribed, painted, affixed or otherwise displayed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs inside the Building on the office floors. Tenant agrees to conform to such guidelines. All approved signs or lettering on doors will be printed, painted, affixed or inscribed at the expense of the Tenant by a person approved by Landlord. Other than draperies expressly permitted by Landlord and building standard mini-blinds, material visible from outside the Building will not be permitted. In the event of the violation of this Rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to the Tenant or Tenants violating this Rule.

4. Other than draperies expressly permitted by Landlord and building standard mini-blinds, no curtains, draperies, blinds, shutters, shades screens or other coverings, hangings or decorations will be attached to, hung or placed in, or used in connection with any window of the Building or the Premises.

5. The sashes, sash doors, skylights, windows, heating, ventilating and air conditioning vents and doors that reflect or admit light and air into the halls, passageways or other public places in the Building will not be covered or obstructed by any Tenant, nor will any bottles, parcels, or other articles be placed on any window sills.

6. No show cases or other articles will be put in front of or affixed to any part of the exterior of the Building, nor placed in the public halls, corridors or vestibules without the prior written consent of Landlord.

7. No Tenant will occupy or permit any portion of the Premises to be occupied as an office for a public stenographer or typist, or for the possession, storage, manufacture, or sale of liquor or narcotics, in any form, or as barber or manicure shop or as a public employment bureau or agency, or for a public finance (personal loan) business. No Tenant will permit the Premises to be used for lodging or sleeping or for any immoral or illegal purpose. No Tenant will use or permit the use of the Premises in any manner which involves the unusual risk of injury to any person. No Tenant will engage or pay any non-salaried employees on the Premises, except those actually working for Tenant on the Premises. No Tenant will advertise for laborers giving an address of the Building. No cooking will be done or permitted by any Tenant on the Premises, except in areas of the Premises that are specifically constructed for cooking and except that use by Tenant of Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages will be permitted, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations.

8. No Tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No Tenant will cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Should Tenant’s actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses. Janitorial service will not be furnished on nights to offices which are occupied after Business Hours on those nights unless, by prior written agreement of Landlord and Tenant, service is extended to a later hour for specifically designated offices.

9. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures will not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures will be home by the Tenant who, or whose servants, employees, agents visitors or licensees, caused the same.

10. No Tenant will in any way deface any part of the Premises or the Building of which they form a part. Without the prior written consent of Landlord, no Tenant will lay linoleum, or other similar floor covering, so that the same will come in direct contact with the floor of the Premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder’s deadening felt will be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. In those portions of the Premises where carpet has been approved directly or indirectly by Landlord, Tenant will at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpel casters.

11. No Tenant will alter, change, replace or re-key any lock or install a new lock or a knocker on any door of the Premises, Landlord, its agents or employees, will retain a pass (master) key to all door locks on the Premises. Any new door locks required

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

24

by Tenant or any change in keying of existing locks will be installed or changed by Landlord following Tenant’s written request to Landlord and will be at Tenant’s expense. All new locks and re-keyed locks will remain operable by Landlord’s pass (master) key. Landlord will furnish each Tenant, free of charge, with two (2) keys to each door lock on the Premises. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by any Tenant. Each Tenant, upon termination of its tenancy, will deliver to Landlord all keys for the Premises and Building which have been furnished to such Tenant.

12. The persons employed to move Tenant’s equipment, material, furniture or other property in or out of the Building must be acceptable to Landlord. The moving company must be a locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prior to the start of any moving operations. Insurance must be sufficient in Landlord’s sole opinion, to cover all personal liability, theft or damage to the Project, including, but not limited to, floor coverings, doors, walls, elevators, stairs, foliage and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as Landlord will direct, and all moving will take place during non-business hours unless Landlord agrees in writing otherwise. Tenant will be responsible for the provision of Building security during all moving operations, and will be liable for all losses and damages sustained by any pan as a result of the failure to supply adequate security. Landlord will have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects will, if considered necessary by landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, and all damage done to the Building by moving or maintaining such property will be repaired at the expense of Tenant. Landlord reserves the right to inspect all such property to be brought into the Building and to exclude from the Building all such property which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Supplies, goods, materials, packages, furniture and all other items of every kind delivered to or taken from the Premises will be delivered or removed through the entrance and route designed by Landlord, and Landlord will not be responsible for the loss or damage of any such property unless such loss or damage results from negligence of Landlord, its agents or employees.

13. No Tenant will use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in such Tenant’s normal operations in the Premises. Without Landlord’s prior written approval, no Tenant will use any method of heating or air conditioning other than that supplied by landlord. No Tenant will use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, or interfere in any way with other Tenants or those having business in the Building. No Tenant will be permitted to place or install any object (including, without limitation, radio and television antenna, loud speakers, sound amplifiers, microwave dishes, solar devices, or similar devices) on the exterior of the Building or on the roof of the Building.

14. Landlord will have the right, exercisable upon notice and without liability to any Tenant, including Tenant, to change the name and street address of the Buildings or Office Park.

15. Landlord will have the right to prohibit any advertising by Tenant mentioning the Building, which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant will refrain from or discontinue such advertising.

16. Tenant will not bring any animals or birds into the Building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes.

17. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday through Friday, and at all hours on Saturdays, Sundays and holidays will comply with such off-hour regulations as Landlord may establish and modify from time to time. Landlord reserves the right to limit reasonably or restrict access to the Building during such time periods.

18. Each Tenant will store all its trash and garbage within its Premises. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and at such times as Landlord designates. Removal of any furniture or furnishings, large equipment, packing creates, packing materials and boxes will be the responsibility of each Tenant and such items may not be disposed of in the Building trash receptacles nor will they be removed by the Building’s janitorial service, except at Landlord’s sole option and at the Tenant’s expense. No furniture, appliances, equipment or flammable products of any type may be disposed of in the Building trash receptacles.

19. Canvassing, peddling, soliciting, and distribution of handbills or any other written materials in the Building are prohibited, and each Tenant will cooperate to prevent the same.

20. The requirements of the Tenants will be attended to only upon application by written, personal or telephone notice at the office of the management of the Office Park, Employees of Landlord will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord.

21. Tenant will see that the doors of the Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before Tenant or Tenant’s employees leave the Premises, so as to prevent waste or damage and for any default or carelessness in this regard, Tenant will make good all injuries sustained by other Tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all Tenants will keep the doors to the Building corridors closed at all times except for ingress and egress.

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

25

22. Tenant will not conduct itself in any manner which is inconsistent with the character of the Building as a first quality building or which will impair the comfort and convenience of other Tenants in the Building.

23. Neither Landlord nor any operator of the parking areas within the Project, as the same are designated and modified by Landlord, in its sole discretion, from time to time (the “Parking Areas”) will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the Parking Areas, resulting from fire theft, vandalism, accident, conduct of other users of the Parking Areas and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (a) Landlord will not be obligated to provide any traffic control, security protection or operator for the Parking Areas; (b) Tenant uses the Parking Areas at its own risk; and (c) Landlord will not be liable for personal injury or death, or theft, loss of or damage to property. Tenant indemnifies and agrees to hold Landlord, any operator of the Parking Areas and their respective employees and agents, harmless from and against any and all claims, demands, and action arising out of the use of the Parking Areas by Tenant, its employees, agents invites, and visitors, whether brought by any of such persons or any other person.

24. Tenant (including Tenant’s employees, agents, invitees, and visitors) will use the Parking Spaces solely for the purpose of parking passenger model cars, small vans and small trucks and will comply in all respects with any rules and regulations that may be promulgated by Landlord from time to time with respect to the Parking Areas. The Parking Areas may be used by Tenant, its agents or employees, for occasional overnight parking of vehicles. Tenant will ensure that any vehicle parked in any of the Parking Spaces will be kept in proper repair and will not leak excessive amounts of oil or grease or any amount of gasoline. If any of the Parking Spaces are at any time used: (a) for any purpose other than parking as provided above; (b) in any way or manner reasonably objectionable to Landlord; or (c) by Tenant after default by Tenant under the Lease, Landlord, in addition to any other rights otherwise available to Landlord, may consider such default an Event of Default under the Lease.

25. Tenant’s right to use the Parking Areas will be in common with other tenants of the Building and with other parties permitted by Landlord to use the Parking Areas, Landlord reserves the right to assign and reassign, from time to time, particular Parking Spaces for use by persons selected by Landlord provided that Tenant’s rights under the Lease are preserved. Landlord will not be liable to Tenant for any unavailability of Tenant’s designated spaces, if any, norwill any unavailability entitle Tenant to any refund, deduction, or allowance. Tenant will not park in any numbered space or any space designated as: RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation).

26. If the Parking Areas are damaged or destroyed, or if the use of the Parking Areas is limited or prohibited by any governmental authority, or the use or operation of the Parking Areas is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord’s control, Tenant’s inability to use the Parking Spaces will not subject Landlord or any operator of the Parking Areas to any liability to Tenant and will not relieve Tenant of any of its obligations under the Lease and the Lease will remain in full force and effect. Tenant will pay to Landlord upon demand, and Tenant indemnifies Landlord against, any and all loss or damage to the Parking Areas, or any equipment, fixtures, or signs used in connection with the Parking Areas and any adjoining buildings or structures caused by Tenant or any of its employees, agents, invitees, or visitors.

27. Tenant has no right to assign or sublicense any of its rights in the Parking Spaces, except as pan of a permitted assignment or sublease of the Lease; however, Tenant may allocate the Parking Spaces among its employees.

28. No act or thing done or omitted to be done by Landlord or Landlord’s agent during the term of the Lease in connection with the enforcement of these Rules and Regulations will constitute an eviction by Landlord of any Tenant nor will it be deemed an acceptance of surrender of the Premises by any Tenant, and no agreement to accept such termination or surrender will bevalid unless in a writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not operate as a termination of the Lease or a surrender of the Premises unless such delivery of keys is done in connection with a written instrument executed by Landlord approving the Termination or surrender.

29. In these Rules and Regulations, Tenant includes the employees, agents, invitees and licensees of Tenant and other permitted by Tenant to use or occupy the Premises.

30. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord will be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from enforcing any such Rules and Regulations against any or all of the Tenants of the Building after such waiver.

31. These Rules and Regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, consonants, agreements and conditions of any lease of Premises in the Building.

Landlord’s Initials	Tenant’s Initials
	/s/ [ILLEGIBLE]

26

DECLARATION OF COMMENCEMENT DATE OF LEASE

AND ACCEPTANCE OF LEASED PREMISES

     THIS AGREEMENT made and entered into as of the 22^nd day of January, 2002, by and between IDS Life Insurance Company, a Minnesota corporation, (“Landlord”), and Go Daddy Software, Inc., a Arizona corporation (“Tenant”).

RECITALS

     WHEREAS, Landlord and Tenant entered into that certain lease agreement dated December 26, 2001 (the “Lease”), for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suite 219 and Suite 226, Scottsdale, Arizona 85260 (the “Premises”); and

     WHEREAS, the provision of said Lease, relating to the commencement of the term provided for a change in the Commencement Date; and

     WHEREAS, the Premises were ready for occupancy on the 22^nd day of January, 2002, and Landlord and Tenant now desire to set forth in this instrument the exact commencement and expiration dates of the term of said Lease.

     WHEREAS, the Premises Monthly Base Rent has changed and shall be adjusted subject to Article l(k) of the Lease.

     WHEREAS, that certain lease agreement dated August 1, 2001 (the “Original Lease”), for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suite 219, Scottsdale, Arizona 85260 (the “Original Premises”) shall be terminated.

WITNESSETH:

     NOW, THEREFORE, pursuant to the provisions of said Lease relating to the commencement of the term hereof, Landlord and Tenant, for themselves, their heirs, successors and assignees, intending to be legally bound hereby, agree and stipulate that the Premises was ready for occupancy and accepted by Tenant and the Term of said Lease commenced on January 22, 2002. The Lease will expire on April 30, 2005 at mid-night, unless sooner terminated as provided in said Lease. Landlord and Tenant hereby stipulate to the following changes to the Lease:

     1. The Monthly Base Rent subject to Article l(k) shall be adjusted as follows:

January 1, 2002 — March 1, 2002 — $7,401.88 per month
April 1, 2002 — April 21, 2002 — $5,181.32 per month — Pro-rated
April 22, 2002 — April 30, 2002 — $5,945.55 per month — Pro-rated
May 1, 2002 — January 31, 2003 — $19,818.50 per month — $19.50 per square foot
February 1, 2003 — January 31, 2004 — $20,326.67 per month — $20.00 per square foot
February 1, 2004 — April 30, 2005 — $20,832.83 per month — $20.50 per square foot

     All Monthly Base Rent is subject to all taxes.

     2. That certain lease agreement dated August 1, 2001 (the “Original Lease”), for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suite 219, Scottsdale, Arizona 85260 (the “Original Premises”) is terminated effective January 20, 2002.

     3. Except as hereby amended, Landlord and Tenant do hereby ratify and affirm that all other terms, conditions and covenant of said existing lease agreement shall remain the same.

1

     4. The captions and paragraph numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of the provision of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as a supplement and amendment to said Lease for the purposes set forth above, in any number of counterpart copies each of which counterpart copy shall for all purposes be deemed an original.

LANDLORD:		TENANT:
IDS LIFE INSURANCE COMPANY,		GO DADDY SOFTWARE, INC.
a Minnesota corporation		a Arizona corporation
By:	/s/ Mark McMullen	By:	/s/ Robert R. Parsons
Name: Mark McMullen		Name: Robert R. Parsons
Title: Director — Asset Management		Title: [ILLEGIBLE]
Date: 2/7/02		Date: 2/4/02

2

DECLARATION OF COMMENCEMENT DATE OF LEASE
AND ACCEPTANCE OF LEASED PREMISES

     THIS AGREEMENT made and entered into as of the 9^th day of August, 2002, by and between AB Scottsdale Technology Center, LLC, an Arizona limited liability company, successor in interest to IDS Life Insurance Company, a Minnesota corporation, (“Landlord”), and Go Daddy Software, Inc., an Arizona corporation (“Tenant”).

RECITALS

     WHEREAS, Landlord and Tenant entered into that certain lease agreement dated December 26, 2001 (the “Lease”), as amended on the May 21, 2002, for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suites 219 and 226, Scottsdale, Arizona 85260 (the “Premises”); and

     WHEREAS, the provision of said Lease, as amended, relating to the commencement of the term provided for a change in the Commencement Date; and

     WHEREAS, the Premises and the expansion space, as set forth in the First Amendment dated May 21, 2002, was ready for occupancy on the 9^th day of August, 2002 and Landlord and Tenant now desire to set forth in this instrument the exact commencement and expiration dates of the term of said Lease.

WITNESSETH:

     NOW, THEREFORE, pursuant to the provisions of said Lease relating to the commencement of the term hereof, Landlord and Tenant, for themselves, their heirs, successors and assignees, intending to be legally bound hereby, agree and stipulate that the Premises was ready for occupancy and accepted by Tenant and the Term of said Lease commenced on August 9, 2002. The Lease will expire on August 31, 2006 at mid-night, unless sooner terminated as provided in said Lease.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as a supplement and amendment to said Lease for the purposes set forth above, in any number of counterpart copies each of which counterpart copy shall for all purposes be deemed an original.

LANDLORD:		TENANT:
AB SCOTTSDALE TECHNOLOGY		GO DADDY SOFTWARE, INC.,
CENTER, LLC, an Arizona limited		an Arizona corporation
liability company
By:	/s/ [ILLEGIBLE]	By:	/s/ Micltael Zimmermon
Name: [ILLEGIBLE]		Name: Micltael Zimmermon
Title: CFO		Title: CFO
Date: 8/10/02		Date: 8/9/02

3

FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (the “Agreement”) made and entered into as of the 21^st day of May, 2002, by and between IDS Life Insurance Company, a Minnesota corporation, (“Landlord”), and Go Daddy Software, Inc., an Arizona corporation (‘Tenant”).

RECITALS

     WHEREAS, Landlord and Tenant entered into that certain lease agreement dated December 26, 2001 (the “Lease”), for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suites 219 and 226, Scottsdale, Arizona 85260 (the “Premises”); and

     WHEREAS, Landlord and Tenant desire to amend Article 1, Paragraphs (e), (h), (I), (j), (k), (n) and (p) of the Lease; and

     WHEREAS, the Term of said Lease is scheduled to expire on April 30, 2005; and

     WHEREAS, the parties wish to add certain space to the Premises and make certain changes to said Lease.

WITNESSETH

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and in said lease, the parties hereto agree as follows:

     1. Article 1, Paragraph (h) — Term: Effective the day of Substantial Completion (hereinafter defined) of the Tenant Improvements (hereinafter defined) in the Expansion Space (hereinafter defined), a Declaration of Commencement, see attached Exhibit “B”, will be provided Tenant and the Term will be adjusted to reflect a full forty-eight (48) month Term from the date of Substantial Completion (the “Extended Term”).

The term “Substantial Completion”, as used herein, means that a state of completion of the Tenant Improvements (hereinafter defined) within the Expansion Space (hereinafter defined), as set forth in Exhibit “C”, which will allow Tenant to commence its obligations hereunder and take possession of the space without material interference from Landlord’s contractor in the completion of any final punch list items, has been meet. This determination shall be at the sole and absolute discretion of Landlord.

     2. Article 1, Paragraph (i) Commencement Date: Landlord and Tenant agree that the Commencement Date will be modified pursuant to the Declaration of Commencement (the “New Commencement Date”), upon the Substantial Completion of the Tenant Improvements in the Expansion Space.

     3. Article 1, Paragraph (j) — Expiration Date: Landlord and Tenant agree that the Expiration Date will be modified pursuant to the Declaration of Commencement (the “New Expiration Date”), upon the Substantial Completion of the Tenant Improvements in the Expansion Space.

     4. Article 1, Paragraph (k) — Monthly Base Rent: Landlord and Tenant agree that effective as of the New Commencement Date the Monthly Base Rent will be adjusted as set forth below and will continue through mid-night of the New Expiration Date:

     First four (4) months Rent shall be abated for Suite 224 for four (4) months only, and rent shall be abated for Suite 218 beginning upon move-in and continuing until the payment of rent begins for Suite 224 subject to the Declaration of Commencement attached hereto and hereby made a part of this Agreement.

1

Months 5 – 12	$19.50 per square foot of rentable area or $30,203.88 per month plus all applicable tax
Months 13 – 24	$20.25 per square foot of rentable area or $31,365.56 per month plus all applicable tax
Months 25 – 36	$21.00 per square foot of rentable area or $32,527.25 per month plus all applicable tax
Months 37 – 48	$21.75 per square foot of rentable area or $33,688.94 per month plus all applicable tax

     5. Article 1, Paragraph (n) — Rentable Area of the Premises: Effective as of the New Commencement Date, the description of the Premises contained in said Lease is amended so as to add approximately six thousand three hundred ninety-one (6,391) rentable square feet, so as to recognize the addition of Suites 218 and 224 (the “Expansion Space”) to the Premises. As of the New Commencement Date, the total space (the “Enlarged Premises”) leased to Tenant under said Lease shall consist of a total rentable area of approximately eighteen thousand five hundred eighty-seven (18,587) rentable square feet. The Expansion Space is generally shown on the floor plan attached hereto as Exhibit “A”, which exhibit is made a part hereof by this reference. As of the New Commencement Date, that certain Exhibit “A” attached to said Lease is hereby amended to include the attached Exhibit “A”.

     6. Article 1, Paragraph (p) — Security Deposit: The Security Deposit shall be increased from Twenty Thousand Eight Hundred Thirty-four and 83/100 Dollars ($20,834.83) to Thirty-three Thousand Six Hundred Eighty-eight and 94/100 Dollars ($33,688.94) and Twelve Thousand Eight Hundred Fifty-four and 11/100 Dollars ($12,854.11) shall be payable at the time of execution of this Agreement.

     7. Tenant Improvement Allowance: Tenant has inspected Suite 224 of the Expansion Space and accepts same in its present condition as of this date. Any tenant improvements done to Suite 224 (the “Tenant Improvements”) in excess of Eight and 50/100 Dollars ($8.50) per rentable square foot, in other words, Forty-three Thousand Six Hundred Five and no/100 Dollars ($43,605.00) (the “Allowance”), will be paid by Tenant. All Tenant Improvement work in excess of the Allowance will be done by Landlord at Tenant’s sole cost and expense, and in accordance with the provisions of Article 15 of the Lease. There are no Tenant Improvements to be done to Suite 218 and Tenant has inspected the space and accepts same in its present condition and “as is” as of this date.

     8. Authority: If Tenant is a corporation, each individual executing this Agreement on behalf of the Tenant corporation represents and warrants that he or she is duly authorized to sign and deliver this Agreement on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation, or in accordance with the by-laws of said corporation, and that this Agreement is binding upon said corporation in accordance with its terms.

     If Tenant is a division or subsidiary of a corporation, each individual executing this Agreement on behalf of the division or subsidiary represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the division or subsidiary, in accordance with a duly adopted resolution of the Board of Directors of the parent corporation, that this Agreement is binding upon the parent corporation (as well as the division or subsidiary) in accordance with its terms, and that said division or subsidiary shall, within thirty (30) days after request by Landlord, deliver to Landlord a certified copy of a resolution of the Board of Directors of the parent corporation authorizing or ratifying the execution of this Agreement.

     If Tenant is a partnership, each individual executing this Agreement on behalf of said partnership represents and warrants that he or she is duly authorized to sign and deliver this Agreement on behalf of said partnership and that this Agreement is binding upon said partnership in accordance with its terms.

2

     If this Agreement is signed by only one person on behalf of Tenant, that person represents and warrants to Landlord that his or her signature alone is sufficient to bind Tenant to the provisions of this Agreement.

     9. Miscellaneous:

          a. The provisions of this Agreement shall remain in full force and effect for the duration of the extended term of the Lease.

          b. Except as otherwise set forth herein, all of the terms and conditions of the Lease shall remain in full force and effect and shall remain fully applicable to the Premises, throughout the duration of the Extended Term of said Lease. Said Lease, as extended and amended herein constitutes the entire agreement between the parties hereto, and no further modification of said Lease shall be binding unless evidenced by an agreement in writing signed by Landlord and Tenant.

          c. The captions and paragraph numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of the provisions of this Agreement.

THIS AGREEMENT WILL NOT BE IN EFFECT UNTIL DULY SIGNED BY LANDLORD AND TENANT.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as a supplement and amendment to said Lease for the purposes set forth above, in any number of counterpart copies each of which counterpart copy shall for all purposes be deemed an original.

LANDLORD:	TENANT:
IDS LIFE INSURANCE COMPANY, a Minnesota corporation	GO DADDY SOFTWARE, INC. an Arizona corporation

By:	/s/ Mark McMullen	By:	/s/ Bard Rechterman
Name:	Mark McMullen	Name:	BARB RECHTERMAN
Title:	AVP	Title:	EXEC. VICE PRESIDENT
Date:	7/1/02	Date:	4/25/02

3

EXHIBIT “A”

4

EXHIBIT “B”

DECLARATION OF COMMENCEMENT DATE OF LEASE
AND ACCEPTANCE OF LEASED PREMISES

     THIS AGREEMENT made and entered into as of the       day of       , 2002, by and between IDS Life Insurance Company, a Minnesota corporation, (“Landlord”), and Go Daddy Software, Inc., an Arizona corporation (“Tenant”).

RECITALS

     WHEREAS, Landlord and Tenant entered into that certain lease agreement dated December 26, 2001 (the “Lease”), as amended on the May 21, 2002, for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14455 North Hayden Road, Suites 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”); and

     WHEREAS, the provision of said Lease, as amended, relating to the commencement of the term provided for a change in the Commencement Date; and

     WHEREAS, the Premises were ready for occupancy on the       day of      , 2002 and Landlord and Tenant now desire to set forth in this instrument the exact commencement and expiration dates of the term of said Lease.

WITNESSETH:

     NOW, THEREFORE, pursuant to the provisions of said Lease relating to the commencement of the term hereof, Landlord and Tenant, for themselves, their heirs, successors and assignees, intending to be legally bound hereby, agree and stipulate that the Premises was ready for occupancy and accepted by Tenant and the Term of said Lease commenced on           , 2002. The Lease will expire on           , 2002 at mid-night, unless sooner terminated as provided in said Lease.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as a supplement and amendment to said Lease for the purposes set forth above, in any number of counterpart copies each of which counterpart copy shall for all purposes be deemed an original.

LANDLORD:	TENANT:
IDS LIFE INSURANCE COMPANY, a Minnesota corporation	GO DADDY SOFTWARE, INC., an Arizona corporation

By:		By:
Name:	Mark McMullen	Name:
Title:		Title:
Date:		Date:

5

EXHIBIT “C”

TENANT IMPROVEMENT WORK

1.	Demolition Walls	405 Linear Feet
2.	Demolition Flooring	547 Square Yards
3.	Demolition Openings	2 Each
4.	Install Interior 9’ Partitioning	50 Linear Feet
5.	Fill-n Doorways	1 Each
6.	Drywall Wrap	3 8 Linear Feet
7.	Drywall After Demolition	1 Each
8,	Replace Tiles	1230 Square Feet
9.	Acoustic Tile Repair After Demo	1 Each
10.	Carpet	550 Square Yards
11.	Carpet Baseboard	1410 Linear Feet
12.	Floor Prep Work	4920 Square Feet
13.	Paint Office Walls	14100 Square Feet
14.	Sprinkler Heads	12 Each
15.	Permit	1 Each
16.	Rework Exiting HVAC	4920 Each
17.	Balance HVAC	4920 Square Feet
18.	Lighting Rewire	20 Each
19.	Lighting Relocate	35 Each
20.	Light Switch	6 Each
21.	Light Switch — 3 way	4 Each

6

Second Amendment to Lease

WHEREAS AB Scottsdale Technology Center, LLC an Arizona limited liability company (Landlord)), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc., an Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to Lease dated May 21, 2002, for the premises located at 14455 North Hayden Road, Suites 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Second Amendment to Lease this 22nd day of November 2002 to add certain space to the Premises and make certain changes to said lease;

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14455 North Hayden Road Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 4,360 rentable square feet (Suite 217) in addition to the existing square feet of 18,587 for a total of 22,947 square feet.
3)	Term:	Forty-two (42) months (Co-terminous with existing Lease)
4)	Commencement:	February 1, 2003
5)	Expiration:	August 31, 2006
6)	Rent Abatement:	Landlord has agreed to provide Tenant with Three (3) months rent abatement.
7)	Base Rent:	Feb 1, 2003-Apr 30, 2003 $0.00
	For Suite 217 (Expansion space only)	May 1, 2003-Aug 31, 2003 $19.50psf ($7,085.00) Sept 1, 2003-Aug 31, 2004 $20.25psf ($7,357.50) Sept 1, 2004-Aug 31, 2005 $2l.00psf ($7,630.00) Sept 1, 2005-Aug 31, 2006 $21.75psf ($7902.50) To be added to existing rent, plus applicable rental tax.
8)	Security Deposit:	$7,902.50 shall be added to already existing security deposit on account with the Landlord.
9)	Annual Operating Expenses:	Base Year 2001.
10)	Tenant Improvements:	Landlord will provide a “turnkey” suite per a mutually agreed upon space plan. Space plan attached as Exhibit A.
11)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Lease and any addendum thereto, has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and that no consent of any other person or entity is required for the execution or performance of the Amendment.
12)	Continuing Force and Effect:	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of this 2 day of December, 2002.

LANDLORD:	AB Scottsdale Technology Center, LLC An Arizona Limited Liability Company
	BY:	/s/ Thomas Donahue
		Thomas Donahue
	ITS:	Co. Managing Member
TENANT:	GO Daddy Software, Inc. An Arizona Corporation
	BY:	/s/ Bob Parsons
		Bob Parsons
	ITS:	President

EXHIBIT A

Third Amendment to Lease

WHEREAS AB Scottsdale Technology Center, LLC an Arizona limited liability company (Landlord), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc., an Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to the Lease dated May 21, 2002, and amended by the Second Amendment to the Lease dated November
22, 2002, for the premises located at 14455 North Hayden Road, Suites 217, 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Third Amendment to Lease to extend the term and

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14455 North Hayden Road Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 11,100 rentable square feet (Combined Suites 209 & 210) in addition to the existing square feet of 22,947 for a total of 34,047 square feet.
3)	Term:	Sixty (60) months for entire 34,047 rentable square feet
4)	Commencement:	September 1, 2003
5)	Expiration:	August 31, 2008
6)	Rent Abatement:	Landlord has agreed to provide Tenant with Three (3) months rent abatement for the expansion space only, consisting of 11,100 rentable square feet.
7)	Base Rent: For entire Suite:	09/01/03-08/31/04     $19.00 09/01/04-08/31/05     $19.75 09/01/05-08/31/06     $20.50 09/01/06-08/31/07     $21.25 09/01/07-08/31/08     $22.00
8)	Security Deposit:	$17,515.00 shall be added to already existing security deposit on account with the Landlord.
9)	Annual Operating Expenses:	Base Year 2001.
10)	Parking:	Landlord to provide 25 reserved covered parking stalls at no additional expense.
11)	Tenant Improvements:	Landlord will provide a “turnkey” suite per the mutually agreed upon space plan for the additional space attached hereto as Exhibit A. To the extent Tenant requests changes in the agreed upon space plan which results in the price of construction to exceed a total of $201,000.00, then Tenant agrees promptly to reimburse Landlord for such excess amount within thirty (30) days from date invoiced.
12)	Maintenance and Repairs to Premises:	The provisions attached as Exhibit B are deemed added to the existing text of Section 12.1 of the Lease.
13)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Amendment thereto, has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and that no consent of any other person or entity is required for the execution or performance of the Amendment.
14)	Continuing Force and Effect:	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and permitted assigns.

(Intentionally Left Blank)

IN WITNESS WHEREOF, the parties have executed this Third Amendment as of this 17 day of July, 2003.

LANDLORD:	AB Scottsdale Technology Center, LLC An Arizona Limited Liability Company
	BY:	/s/ Thomas Donahue
		Thomas Donahue
	ITS:	Co- Managing Member
TENANT:	GO Daddy Software, Inc. An Arizona Corporation
	BY:	/s/ Bob Parsons
		Bob Parsons
	ITS:	President

EXHIBIT A

EXHIBIT A

PLOT DATE 06/30/03	Go Daddy Software, Inc.
CONCEPTUAL APPROVAL	By: /s/ [ILLEGIBLE], CFO
DATE	7/18/03

Exhibit B

Maintenance and Repairs to Premises. Landlord agrees to commence necessary repairs and maintenance to the Premises and Common Areas in a timely manner (“Response Time Periods”), as hereinafter defined. Tenant reserves the right, and Landlord specifically grants the right, for Tenant to cause repairs and maintenance to be made to the Premises when Landlord fails to affect such maintenance and repairs within the Response Time Periods. Landlord agrees to reimburse Tenant its out of pocket costs for any maintenance and repair costs Tenant incurs under this section (the “Costs”). For purposes of this section, repairs and maintenance shall be defined as any maintenance and repairs to the Premises which Tenant reasonably deems necessary to conduct its business and maintain a suitable working environment. Maintenance and repairs will include, but will not be limited to: repair of wear and tear on the Premises; replacement of broken or missing fixtures, parts, mechanical equipment, plumbing or electrical parts; landscaping maintenance; facilities cleaning and maintenance; and, any other repair or improvement Tenant deems necessary. Tenant shall submit service requests for repairs and maintenance to Landlord by means and through channels established by Landlord (i.e. telephone, fax, or the management company’s web-enabled work-order system). Tenant submitted service requests shall be deemed approved unless otherwise declined by Landlord within a twenty-four (24) hour period from time of submission. However, those service requests classified as High Priority (as hereinafter defined) shall be deemed automatically approved. Approval of Tenant submitted service requests shall not be unreasonably withheld by Landlord. Landlord agrees not to withhold reimbursement for maintenance and repairs paid for by Tenant. Landlord further agrees that Landlord’s failure to reimburse Tenant within 30 days of presentation of Costs for maintenance and repairs will constitute a material breach of this Lease Agreement. For purposes of this section, Response Time Periods shall be defined as follows, provided, however, that the list below is not intended to be exhaustive, but merely exemplary:

i. High Priority — within 3 to 6 hours of receipt of service request relating to the following described conditions:

     a. Air Conditioning failure

     b. Plumbing malfunction (including flooding)

     c. Electrical Service Outages (excluding power outages attributed to the utility provider’s service grid(s))

     d. Glass breakage

     e. Exterior entry malfunction

ii. Medium Priority — within 24 hours of receipt of service request relating to the following described conditions:

     a. Cleaning of Premises, including Common Areas

     b. Replacement/repair of non-critical electrical fixtures

     c. Replacement/repair of non-critical mechanical parts

     d. Replacement/repair of exterior lighting considered security sensitive

iii. Low Priority — within 48 hours of receipt of service requests relating to the following described conditions:

     a. All other service requests

Forth Amendment To Lease

WHEREAS AB Scottsdale Technology Center, LLC on Arizona limited liability company (Landlord), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc., an Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to the Lease dated May 21, 2002, and amended by the Second Amendment to the Lease dated November 22, 2002, as amended by the Third Amendment on July 17^th, 2003 for the premises located at 14455 North Hayden Road, Suites 209, 210, 217, 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Forth Amendment to Lease to add additional space and

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14455 North Hayden Road Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 4,162 rentable square feet (Suite 201 ) in addition to the existing square feet of 34,047 for a total of 38,209 square feet.
3)	Rent Abatement	In the event Tenant does not expand into or lease suite 215 for the purposes of a “Data-center”, then Landlord will provide to Tenant a three (3) month Rent Abatement for suite 201 only, upon execution of a Lease or Lease Amendment for suite 201. The Rent Abatement amount will equal the first three months from the Commencement Date as written in the Fourth Amendment for suite 201 only ($19.00/r.s.t).
3)	Term:	Co-terminous with existing lease.
4)	Commencement:	April 15, 2004 or upon issuance of Certificate of Occupancy by the City of Scottsdale.
5)	Expiration:	August 31, 2008
6)	Base Rent:	04/15/04-08/31/04	$19.00/r.s.f. Plus applicable tax
	For entire	09/01/04-08/31/05	$19.75/r.s.f. Plus applicable tax
	Suite:	09/01/05-08/31/06	$20.50/r.s.f. Plus applicable tax
		09/01/06-08/31/07	$21.25/r.s.f. Plus applicable tax
		09/01/07-08/31/08	$22.00/r.s.f. Plus applicable tax
7)	Security Deposit:	$7000,00 shall be added to already existing security deposit on account with the Landlord.
8)	Annual Operating Expenses:	Base Year 2001.
9)	Tenant Improvements:	Landlord will provide a “turnkey” suite per the mutually agreed upon space plan for the additional space attached hereto as Exhibit A. To the extent Tenant requests changes in the agreed upon space plan which results in the price of construction to exceed a total of $29,466,96, then Tenant agrees promptly to reimburse Landlord for such excess amount within thirty (30) days from date invoiced.
10)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Amendment thereto.

		has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and that no consent of any other person or entity is required for the execution or performance of the Amendment.
11)	Continuing Force and Effect	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Forth Amendment as of this                      day of                     , 2004.

LANDLORD:	AB Scottsdale Technology Center, LLC
	An Arizona Limited Liability Company
	BY:
		Thomas Donahue
	ITS:	Co-Managing Member
TENANT:	GO Daddy Software, Inc.
	An Arizona Corporation
	BY:
		Bob Parsons
	ITS:	President

Exhibit A

Declaration of Commencement Date of Lease
And Acceptance of Leased Premises

     THIS AGREEMENT made and entered into as of this         12th day of March, 2003 by and between AB Scottsdale Technology Center, LLC, an Arizona Limited Liability Company, (“Landlord”), and Go Daddy Software, Inc., an Arizona Corporation (“Tenant”).

Recitals

     Whereas, Landlord and Tenant entered into that certain lease agreement dated December 26th, 2001 (the “Lease”), First Amendment dated May 21^st, 2002, Second Amendment dated November 26, 2002, for that certain leased premises in the complex known as Scottsdale Technology Center, located at 14505 N. Hayden Rd, Suite 341, Scottsdale, AZ 85260 (the “Premises”); and

     Whereas, the provision of said Lease relating to the commencement of the term provided for a change in the Commencement Date; and

     Whereas, the Premises, as set forth in the Lease, was ready for occupancy on the 3rd of March, 2003 and Landlord and Tenant now desire to set forth in this instrument the exact commencement and expiration dates of the term of said Lease;

Witnesseth:

     Now, Therefore, pursuant to the provisions of said Lease relating to the commencement of the term hereof, Landlord and Tenant, for themselves, their heirs, successors and assignees, intending to be legally bound hereby, agree and stipulate that the Premises was ready for occupancy and accepted by Tenant and the Term of said Lease commenced on March 3rd, 2003, after three (3) month rent abatement period, rent payments to commence on June 2nd, 2003. The Lease will expire on August 3l^st, 2006 at midnight, unless sooner terminated as provided in said Lease.

     In Witness Whereof, the parties hereto have duly executed this agreement as a supplement and amendment to said Lease for the purposes set forth above, in any number of counterpart copies each of which counterpart copy shall for all purposes be deemed an original.

Landlord:		Tenant:
INTERNATIONAL CAPITAL PARTNERS, LLC		GO DADDY SOFTWARE, INC.
By:	/s/ Thomas E. Donahue	By:	/s/ Bob Parsons
Name:	Thomas E. Donahue	Name:	Bob Parsons
	An Arizona Corporation
Title:	Managing Member	Title:	President
Date:	March 25, 2003	Date:	21 Mar 03

Fifth Amendment To Lease

WHEREAS AB Scottsdale Technology Center, LLC an Arizona limited liability company (Landlord), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc., an Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to the Lease dated May 21, 2002, as amended by the Second Amendment to the Lease dated November 22, 2002, as amended by the Third Amendment on July 17^th, 2003, as amended by the Fourth Amendment to the Lease dated April 27, 2004 for the premises located at 14455 North Hayden Road, Suites 201, 209, 210, 217, 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Fifth Amendment to Lease to add additional space and change various terms and provisions as set forth below.

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14455 North Hayden Road Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 3,695 rentable square feet (Suite 205 – 1,094 SF and Suite 206 – 2,601 SF) in addition to the existing square feet of 38,209 for a total of 41,904 square feet.
3)	Rent Abatement	Landlord has agreed to provide Tenant with One (1) months root abatement for the expansion space only, consisting of 3,695 rentable square feet.
4)	Term:	Co-terminous with existing lease.
5)	Commencement:	October 1, 2004 or completion of tenant improvements (which ever is later).
6)	Expiration:	August 31, 2008
7)	Base Rent	11/01/04-08/31/05	$19.75/r.s.f. Plus applicable tax
	For entire Suite:	09/01/05-08/31/06	$20.50/r.s.f Plus applicable tax
		09/01/06-08/31/07	$21.25/r.s.f. Plus applicable tax
		09/01/07-08/31/08	$22.00/r.s.f. Plus applicable tax
8)	Security Deposit:	$6,700.00 shall be added to already existing security deposit on account with the Landlord.
9)	Annual Operating Expenses:	Base Year 2001.
10)	Tenant Improvements:	Landlord will provide a “turnkey” suite, at a cost not to exceed $14.09 per square foot (the “TI Allowance”), per the mutually agreed upon space plan for the additional space attached hereto as Exhibit A. To the extent Tenant requests structural modifications during the “construction period” which cause the cost of the construction to exceed the TI Allowance then Tenant agrees to reimburse Landlord within thirty (30) days from date invoiced for all costs above the Allowance. As part of the process of modifying the suite, Landlord will allow during the “construction period”, upon Tenant’s written request, additional reasonable non-structural changes to the suite up to $.50/sf which expense shall be borne by Landlord.

Initials /s/ [ILLEGIBLE]

11)	Parking:	Tenant shall have the use of all 44 covered/reserved parking spaces that correspond to building 2 at no charge. Landlord will cease charging Tenant for the four (4) reserved parking spaces specified in Article 27 of the Lease.
12)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Amendment thereto, has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and last no consent of any other person or entity is required for the execution or performance of the Amendment.
13)	Continuing Force and Effect:	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of this 1^st day of OCT, 2004.

LANDLORD:	AB Scottsdale Technology Center, LLC
	An Arizona Limited Liability Company
	BY:	/s/ Thomas Donahue
		Thomas Donahue
	ITS:	Co-Managing Member
TENANT:	GO Daddy Software, Inc.
	An Arizona Corporation
	BY:	/s/ Bob Parsons
		Bob Parsons
	ITS:	President

Initials /s/ [ILLEGIBLE]

Exhibit A

Initials /s/ [ILLEGIBLE]

Sixth Amendment to Lease

WHEREAS AB Scottsdale Technology Center, LLC an Arizona limited liability company (Landlord), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc., an Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to the Lease dated May 21, 2002, as amended by the Second Amendment to the Lease dated November 22, 2002, as amended by the Third Amendment on July 17^th, 2003, as amended by the Fourth Amendment to the Lease dated April 27, 2004, as amended by the Fifth Amendment to the Lease dated October 7, 2004 for the premises located at 14455 North Hayden Road, Suites 201, 205, 206, 209, 210, 217, 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Sixth Amendment to Lease to add additional space and change various terms and provisions as set forth below:

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14455 North Hayden Road Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 2,945 rentable square feet (Suite 202) in addition to the existing square feet of 41,904 for a total of 44,849 square feet.
3)	Rent Abatement	Landlord has agreed to provide Tenant with Three (3) months rent abatement for the expansion space only, consisting of 2,945 rentable square feet.
4)	Term:	Co-terminous with existing lease.
5)	Commencement:	January 1, 2004 or completion of tenant improvements (which ever is later).
6)	Expiration:	August 31, 2008
7)	Base Rent
	For entire Suite:	04/01/05-08/31/05	$19.75/r.s.f. Plus applicable tax
		09/01/05-08/31/06	$20.50/r.s.f. Plus applicable tax
		09/01/06-08/31/07	$21.25/r.s.f. Plus applicable tax
		09/01/07-08/31/08	$22.00/r.s.f. Plus applicable tax
8)	Security Deposit:	$5,400.00 shall be added to already existing security deposit on account with the Landlord.
9)	Annual Operating Expenses:	Base Year 2001.
10)	Tenant Improvements:	Landlord will provide a “turnkey” suite , at a cost not to exceed $12.00 per square foot (the “TI Allowance”), per the mutually agreed upon space plan for the additional space attached hereto as Exhibit A. To the extent Tenant requests structural modifications during the “construction period” which cause the cost of the construction to exceed the TI Allowance then Tenant agrees to reimburse Landlord within thirty (30) days from date invoiced for all costs above the TI Allowance. As part of the process of modifying the suite, Landlord will allow within 30 days after the commencement date upon Tenant’s written request, additional reasonable non-structural changes to the suite up to $.50/sf which expense shall be borne by Landlord.

Initials /s/ [ILLEGIBLE]

12)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Amendment thereto, has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and that no consent of any other person or entity is required for the execution or performance of the Amendment.
13)	Continuing Force and Effect:	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of this 30 day of NOVEMBER, 2004.

LANDLORD:	AB Scottsdale Technology Center, LLC
	An Arizona Limited Liability Company
	BY:	/s/ Thomas Donahue
		Thomas Donahue
	ITS:	Co- Managing Member
TENANT:	GO Daddy Software, Inc.
	An Arizona Corporation
	BY:	/s/ Bob Parsons
		Bob Parsons
	ITS:	President

Initials /s/ [ILLEGIBLE]

Exhibit A

Initials /s/ [ILLEGIBLE]

Seventh Amendment to Lease

WHEREAS AB Scottsdale Technology Center, LLC an Arizona limited liability company (Landlord), as successor to IDS Life Insurance Company, and Go Daddy Software, Inc. on Arizona Corporation (Tenant), are parties to a lease (“Lease”) dated December 26, 2001 as amended by the First Amendment to Lease dated May 21, 2002, as amended by the Second Amendment to Lease dated November 22, 2002, as amended by the Third Amendment to the Lease dated July 17^th, 2003, as amended by the Fourth Amendment to Lease dated April 27, 2004, as amended by the Fifth Amendment to Lease dated October 7, 2004, as amended by the Sixth Amendment to Lease dated November 30, 2004 for the premises located at 14455 North Hayden Road, Suites 201, 202, 205, 206, 209, 210, 217, 218, 219, 224 and 226, Scottsdale, Arizona 85260 (the “Premises”) and;

WHEREAS, the Landlord and Tenant now desire to enter into this Seventh Amendment to Lease to expand the Lease and change various terms and provisions and

NOW THEREFORE, the parties agree to amend the specific Lease terms set forth below.

1)	Premises:	14435 North Hayden Road
		Scottsdale, Arizona 85260
2)	Rentable Area:	To add approximately 1,475 rentable square feet (Suite 215) in addition to the existing square feet of 44,849 for a total of 46,324 square feet.
3)	Rent Abatement:	Landlord has agreed to provide Tenant with Three (3) months rent abatement for the expansion space only, consisting of 1,475 rentable square feet. In addition, Landlord has agreed to provide Three (3) months of rent abatement, consisting of 4,162 rentable square feet as stipulated in the Fourth Amendment to Lease dated April 27, 2004.
4)	Term:	Co-terminous with existing lease.
5)	Commencement:	May 1, 2005 or upon completion of Tenant Improvements (which ever is later).
6)	Expiration:	August 31, 2008
7)	Base Rent For entire
	Suite:	08/01/05-08/31/05	$19.75/r.s.f. Plus applicable tax
		09/01/05-08/31/06	$20.50/r.s.f. Plus applicable tax
		09/01/06-08/31/07	$21.25/r.s.f. Plus applicable tax
		09/01/07-08/31/08	$22.00/(r.s.f. Plus applicable tax
8)	Security Deposit:	$2,700.00 shall be added to already existing security deposit on account with the Landlord.
9)	Annual Operating Expenses:	Base Year 2001.
10)	Tenant Improvements:	Landlord will provide Tenant with an allowance of $12,00 per square feet ($17,700.00) to be used for construction purposes only, reimbursable upon completion of Tenant Improvements and issuance of receipts.
11)	Due Authority:	Tenant hereby represents and warrants to Landlord that this Amendment thereto, has been duly authorized and that the person executing this Amendment on behalf of the Tenant has all the necessary power and authority to execute this Amendment on behalf of Tenant and that no consent of any other person or entity is required for the execution or performance of the Amendment.
12)	Continuing Force and Effect:	The terms of the Lease and any Addendums, Amendments or Exhibits thereto, except as herein modified, are confirmed and ratified in all respects and shall remain in full force and effect between the parties hereto, their successors and permitted assigns.

Initials /s/ [ILLEGIBLE]

IN WITNESS WHEREOF, the parties have executed this Seventh Amendment as of this                      day of                    , 2005.

LANDLORD:	AB Scottsdale Technology Center, LLC
	An Arizona Limited Liability Company
	BY:	/s/ Thomas Donahue
		Thomas Donahue
	ITS:	Co- Managing Member
TENANT:	GO Daddy Software, Inc.
	An Arizona Corporation
	BY:	/s/ Bob Parsons
		Bob Parsons
	ITS:	President

Initials /s/ [ILLEGIBLE]

EIGHTH AMENDMENT TO LEASE

     This EIGHTH AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 1st day of March, 2006 by and between CROWN ROSCOE, LLC, a Delaware limited liability company, and PENSACOLA ASSOCIATES, LLC, a Nevada limited liability company (collectively, “Landlord”), as successor in interest to AB Scottsdale Technology Center, LLC, an Arizona limited liability company, and GO DADDY SOFTWARE, INC., an Arizona corporation (“Tenant”).

RECITALS

               A. Landlord and Tenant are parties to that certain Office Lease dated as of December 26, 2001 (the “Initial Lease”), as amended by First Amendment to Lease dated as of May 21, 2002 (the “First Amendment”), Second Amendment to Lease dated as of November 22, 2002 (the “Second Amendment”), Third Amendment to Lease dated as of July 17, 2003 (the “Third Amendment”), Fourth Amendment to Lease dated as of April 27, 2004 (the “Fourth Amendment”), Fifth Amendment to Lease dated as of October 1, 2004 (the “Fifth Amendment”), Sixth Amendment to Lease dated as of November 30, 2004 (the “Sixth Amendment”) and Seventh Amendment to Lease dated on or about May 1, 2005 (the “Seventh Amendment”). The Initial Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and Seventh Amendment are referred to collectively herein as the “Original Lease”.

               B. Pursuant to the Original Lease, Landlord leases to Tenant, and Tenant leases from Landlord, certain premises consisting of an aggregate of approximately 46,324 rentable square feet (collectively, the “Premises”) in that certain building whose address is 14455 North Hayden Road, Scottsdale, Arizona 85260 (the “Building”), as more particularly described in the Original Lease.

               C. Landlord and Tenant now desire to amend the Original Lease with respect to the provision of certain services.

               D. All capitalized terms used herein but not specifically defined in this Amendment shall have the meanings ascribed to such terms in the Original Lease. The term “Lease” shall hereafter refer to the Original Lease, as amended hereby. All references in the Original Lease to the “Lease” shall hereafter refer to the Original Lease, as amended hereby.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

          1. Services.

               1.1 From and after the date of this Amendment (the “Services Effective Date”), Landlord shall have no obligations whatsoever under Section 12.2(iii) and/or 12.2(v) of the Initial Lease; accordingly, notwithstanding anything to the contrary set forth in the Original Lease, from and after the Services Effective Date, Landlord shall have no obligation whatsoever to provide or furnish (or remedy any interruption of) any restroom supplies, janitorial services and/or cleaning services in or to the Premises and/or Building (including, without limitation, under Exhibit “B” of the Third Amendment, as the terms of Exhibit “B” of the Third Amendment relate to restroom supplies, janitorial services and/or cleaning services).

               1.2 From and after the Services Effective Date, Tenant shall, at Tenant’s sole cost and expense (subject to Section 1.3 below), keep the Premises in a neat and clean condition at all times, and shall, at Tenant’s sole cost and expense (subject to Section 1.3 below), maintain a regularly scheduled janitorial service (reasonably acceptable to Landlord) for regular cleaning of the Premises, in a manner reasonably acceptable to Landlord (the “Tenant Janitorial Services”).

     1.3 From and after the Services Effective Date, Landlord shall, subject to the terms hereof, reimburse Tenant for Tenant’s actual, reasonable out-of-pocket costs paid by Tenant to unaffiliated third parties for the Tenant Janitorial Services (the “Tenant Janitorial Costs”); provided, however, notwithstanding the foregoing or anything to the contrary set forth in this Amendment, (a) Landlord shall not be obligated to pay more than the “Janitorial Cap” under this Section 1.3 in any calendar month; the “Janitorial Cap” shall equal the lesser of (i) Six Cents ($0.06) per rentable square foot of the Premises per calendar month (on a non-cumulative basis) (i.e., $2,779.44 per calendar month, on a non-cumulative basis); provided, however, the Janitorial Cap shall increase by Three Percent (3%) each September 1 commencing on September 1, 2006, and (ii) the Tenant Janitorial Costs for the calendar month in question; (b) Landlord’s obligations under this Section 1.3 shall only apply with respect to calendar months occurring during the term of this Amendment, and the Janitorial Cap for any partial calendar months occurring during the term of this Amendment shall be prorated (and reduced) based on the number of days in such calendar month (as reasonably calculated by Landlord); (c) Landlord shall pay the applicable amount hereunder to Tenant by the date that is thirty (30) days after Tenant’s delivery to Landlord of a written invoice for the Tenant Janitorial Services for the calendar month in question (which invoice may not be provided by Tenant prior to the 1^st day of the calendar month in question); and (d) if the Tenant Janitorial Costs in any calendar month are more than the Janitorial Cap, then any such excess shall be borne solely by Tenant, at Tenant’s sole cost and expense (and, without limiting the foregoing, Landlord shall not be obligated for the same, and the same shall not be carried over to any subsequent months). Not more than one (1) time during any twelve month period, Tenant shall, upon demand, provide Landlord with copies of all documents reasonably relating to the Tenant Janitorial Services and Landlord retains the right to audit Tenant’s books and records at any time, but only to the extent they relate to the Tenant Janitorial Services and/or the Tenant Janitorial Costs. Tenant acknowledges that Tenant has been reimbursed all amounts under this Amendment for the months of January, 2006 and February, 2006.

          2. Termination of Eighth Amendment. The term of this Amendment shall commence upon the Services Effective Date and shall expire upon the earlier to occur of (a) the expiration or earlier termination of the Lease, and (b) a termination of this Amendment pursuant to the following sentence. Notwithstanding anything to the contrary contained in this Amendment, either party may, at any time, in its sole and absolute discretion, terminate this Amendment upon at least thirty (30) days prior written notice to the other party (which notice may be given at any time during any particular month). In the event of any such termination, then from and after the effective date of any such termination, Section 1 above shall no longer be applicable.

          3. Attorney’s Fees. In the event either party shall commence an action to enforce any provision of this Amendment, the prevailing party in such action shall be entitled to receive from the other party, in addition to damages, equitable or other relief, and all costs and expenses incurred, including reasonable attorneys fees and court costs and the fees and costs of expert witnesses, and fees incurred to enforce any judgment obtained. This provision with respect to attorneys fees incurred to enforce a judgment shall be severable from all other provisions of this Amendment, shall survive any judgment, and shall not be deemed merged into the judgment.

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          4. Brokers. Tenant represents and warrants to Landlord that it has not dealt with any broker with respect to this Amendment. If Tenant has dealt with any broker or person, Tenant shall be solely responsible for the payment of any fees due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any liability in respect thereto.

          5. Facsimile; Counterparts. Facsimile signatures on this Amendment shall have the same force and effect as original ink signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement.

          6. Original Lease in Full Force. Except for those provisions, which are inconsistent with this Amendment and those terms, covenants and conditions for which performance has heretofore been completed, all other terms, covenants and conditions of the Original Lease shall remain in full force and effect and Landlord and Tenant hereby ratify the Original Lease, as amended hereby.

          IN WITNESS WHEREOF, this Amendment is executed as of the date first written above.

“Landlord”		“Tenant”
CROWN ROSCOE, LLC, a		GO DADDY SOFTWARE INC.,
Delaware limited liability company		An Arizona Corporation
By:	/s/ Robert A. Flaxman	By:	/s/ Robert R. Parsons
Name	Robert A. Flaxman	Name:	Robert R. Parsons
Its:	Authorized Signatory	Its:	CEO & Founder
PENSACOLA ASSOCIATES, LLC, a
Nevada limited liability company
By:	/s/ Robert A. Flaxman
Name:	Robert A. Flaxman
Its:	Authorized Signatory

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		Statement
Crown Properties
PO Box 7520
Tempe, AZ 85281	Account:	1100c—224— daddy
	Date:	03/22/06
	Payment

Go Daddy Software
14455 N Hayden Rd
Suite 224
Scottsdale, AZ

Rent is due no later than April 1, 2006.
If you have any questions please call (480) 874-0609.

Date	Description	Charges	Payments	Balance
	Balance Forward
02/01/06	Base Rent - Office for 02/01/06 - 02/28/	79,136.83		0.00
02/01/06	2004 CAM Estimate for 02/01/06 - 02/28/0	4,474.79		79,136.83
02/01/06	Janitorial Expense R for 02/01/06 - 02/2	-2,779.44		83,611.62
02/01/06	:Tax on Base Rent - Office for 02/01/06	1,701.44		80,832.18
02/01/06	:Tax on 2004 CAM Estimate for 02/01/06-	96.21		82,533.62
02/01/06	chk# 26279		82,629.83	0.00
02/20/06	2005 CAM Recovery	6,784.25		6,784.25
02/20/06	Tax on 2005 CAM Recovery	145.86		6,930.11
02/27/06	chk# 26671		90,037.88	-83,107.77
03/01/06	Base Rent - Office for 03/01/06 - 03/31/	79,136.83		-3,970.94
03/01/06	Janitorial Expense R for 03/01/06 - 03/3	-2,779.44		-6,750.38
03/01/06	2004 CAM Estimate for 03/01/06 - 03/31/0	4,941.89		-1808.49
03/01/06	:Tax on Base Rent - Office for 03/01/06	1,701.44		-107.05
03/01/06	:Tax on 2004 CAM Estimate for 03/01/06-	106.25		-0.80
03/17/06	8/1/05-12/15/05 Janitorial Credit	-12,552.29		-12,553.09
03/17/06	12/16/05-12/31/05 Janitorial credit	-1,462.06		-14,015.15
03/17/06	1/1/06-1/31/06 Janitorial credit	-2,779.44		-16,794.59
04/01/06	Base Rent - Office for 04/01/06 - 04/30/	79,136.83		62,342.24
04/01/06	Janitorial Expense R for 04/01/06 - 04/3	-2,779.44		59,562.80
04/01/06	2004 CAM Estimate for 04/01/06 - 04/30/0	4,941.89		64,504.69
04/01/06	:Tax on Base Rent - Office for 04/01/06	1,701.44		66,206.13
04/01/06	:Tax on 2004 CAM Estimate for 04/01/06 -	106.25		66,312.38
Current	30 Days	60 Days	90 Days	Amount Due
-16,793.79	0.00	0.00	0.00	66,312.38

EX-10.14

Exhibit 10.14

PURCHASE AND SALE AGREEMENT

by and between

STERLING BUCKEYE NETWORK EXCHANGE, LLC,
a Delaware limited liability company
(“Seller”)

and

GO DADDY SOFTWARE, INC.,
an Arizona corporation
(“Buyer”)

1

PURCHASE AND SALE AGREEMENT
TABLE OF CONTENTS

1.	Agreement	1
2.	Escrow Agent	1
3.	Purchase Price and Payment Terms	1
4.	Earnest Money	1
5.	Escrow Opening and Closing	2
6.	Owner’s Title Policy; Closing Costs	2
7.	Buyer’s Contingencies	3
8.	Additional Definitions; Conveyance; Closing Documents	6
9.	Remedies	8
10.	Brokers	8
11.	Seller’s Representations, Warranties and Additional Covenants	9
12.	Buyer’s Representations	10
13.	Reports	12
14.	Survey	12
15.	Notices	12
16.	Time of the Essence	13
17.	Severability	13
18.	Waiver	13
19.	Legal Fees	13

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20.	Entire Agreement	13
21.	Amendments	13
22.	Further Performance	13
23.	Counterparts	14
24.	Assignment	14
25.	Binding Effect	14
26.	Governing Law	14
27.	Headings and Construction	14
28.	Subsequent Acts	14
29.	Non-Foreign Person	14
30.	1031 Exchange	14
31.	Condemnation	15
32.	Exhibits	15

2

PURCHASE AND SALE AGREEMENT

     This Agreement is entered into effective as of August ___, 2005, by and between STERLING BUCKEYE NETWORK EXCHANGE, LLC, a Delaware limited liability company (“Seller”), and GO DADDY SOFTWARE, INC., an Arizona corporation (“Buyer”).

     1. Agreement. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller on the terms and conditions contained in this Agreement the real property (“Land”) described on Exhibit A attached hereto, together with: (i) the all rights and easements appurtenant thereto and located thereon (the “Easements”); (ii) that certain building containing approximately three hundred twenty four thousand (324,000) square feet located on the Land (the “Building”); and (iii) all permanent fixtures the “Permanent Fixtures”) and Seller’s Personal Property (as hereinafter defined) located on the Land and on and within the Building (the Land, Building, Permanent Fixtures, Seller’s Personal Property and the Easements collectively, the “Property”). The Land and Building are commonly known as 1402 E. Buckeye, Phoenix, Arizona.

     2. Escrow Agent. Seller and Buyer shall open an escrow (“Escrow”) with CHICAGO TITLE INSURANCE COMPANY, 2415 E. Camelback Road, Phoenix, Arizona 85016 Attn.: Jack Knott (“Escrow Agent”) to facilitate the consummation of the sale of the Property. Seller and Buyer shall execute any escrow instructions (“Escrow Instructions”) reasonably requested by Escrow Agent in connection with opening the Escrow or otherwise facilitating the consummation of the sale of the Property. In the event of any conflict or inconsistency between the Escrow Instructions and this Agreement, the provisions of this Agreement shall prevail.

     3. Purchase Price and Payment Terms. The purchase price (“Purchase Price”) to be paid by Buyer for the Property shall be Nine Million Five Hundred Thousand and no/100ths Dollars ($9,500,000.00). The Purchase Price shall be due and payable as follows:

     (a) Fifty Thousand and no/100ths Dollars ($50,000.00) of earnest money to be deposited by Buyer into Escrow in cash or other immediately available funds concurrently with Opening of Escrow (“First Deposit”). The First Deposit shall be nonrefundable, to be released by Escrow Agent to Seller upon the Opening of Escrow.

     (b) Four Hundred Fifty Thousand and no/l00ths Dollars ($450,000.00) of earnest money to be deposited by Buyer into Escrow in cash or other immediately available funds on or prior to the Feasibility Date (hereinafter defined), if this Agreement has not by then terminated (“Second Deposit”). The Second Deposit shall be nonrefundable, except as otherwise set forth in Section 9(a) hereinbelow.

     (c) The balance of the Purchase Price shall be deposited by Buyer into Escrow in cash or by other immediately available funds on or prior to the Closing Date (hereinafter defined).

     4. Earnest Money. As used herein, the term “Earnest Money” shall mean, collectively, the First Deposit and the Second Deposit and all interest earned thereon. The Earnest Money shall be held in a federally insured, interest bearing account, provided, however, that the First Deposit shall be immediately

1

released to Seller pursuant to Section 3(a) above. The Earnest Money shall apply as a credit toward payment of the Purchase Price at Close of Escrow. If this Agreement is terminated prior to the expiration of the Feasibility Date, the First Deposit shall nevertheless be nonrefundable. Notwithstanding anything stated to the contrary herein, if this Agreement is terminated after the Feasibility Date, all of the Earnest Money shall be nonrefundable unless the termination is the result of Seller’s default, in which event only the Second Deposit shall be refunded to Buyer. Buyer acknowledges that the foregoing provisions are reasonable compensation for taking the Property off of the market if Buyer fails to proceed with the Closing for any reason other than Seller’s default.

     5. Escrow Opening and Closing. The Escrow Agent shall sign and date this Agreement on the space provided at the end of this Agreement, indicating that Escrow has been opened as of such date (“Opening of Escrow”). The date set for conveyance of title to the Property and the performance of all conditions (except those conditions expressly required to be performed earlier pursuant to this Agreement) relating thereto (“Closing” or “Closing Date” or “Close of Escrow”) shall occur on or before thirty (30) days after the Feasibility Date.

     6. Owner’s Title Policy; Closing Costs.

     (a) Title Insurance Costs. At Close of Escrow, Escrow Agent shall furnish to Buyer an ALTA extended coverage owner’s policy of title insurance (“Title Policy”) in the amount of the Purchase Price insuring Buyer’s title to the Property, subject only to the usual printed exceptions contained in such title insurance policies, the Permitted Exceptions, and any other matters approved in writing by Buyer or resulting from the act of Buyer or Buyer’s agents. Seller shall pay that portion of the premium for the Title Policy equal to the premium for a standard coverage owner’s title insurance policy in the amount of the Purchase Price, and Buyer shall pay (i) the additional portion of the premium for the Title Policy required to obtain ALTA extended coverage, and (ii) any charges for any endorsements requested by Buyer. Buyer’s obligations under this Agreement shall be conditioned upon the issuance by Escrow Agent of the Title Policy, or the unconditional commitment of Escrow Agent to issue such Title Policy to Buyer promptly following the Closing; failure of such condition shall entitle Buyer to terminate this Agreement and receive a refund of the Second Deposit.

     (b) Recording and Escrow Costs. At Closing, Seller shall pay the recording fees with respect to the Deed and any releases of encumbrances and one-half of the Escrow fees, and Buyer shall pay one-half of the Escrow fees. Except as provided herein, any other fees or charges shall be paid as is customary in Maricopa County, Arizona.

     (c) Proration of Taxes. All non-delinquent real property taxes and assessments shall be prorated as of the Closing based upon the most recent available information. If the actual property tax amount is subsequently determined to be different than the estimated amount, then the parties shall make such payments within ten (10) calendar days of written request, one to the other, outside of Escrow, as may be necessary to adjust the proration of taxes to the actual amounts. If either Buyer or Seller fails to pay any taxes following a Closing as required hereunder, the other party shall have the right, but not the obligation, to pay such taxes and thereafter recover the portion thereof due from the failing party together with interest thereon at a rate of eighteen percent (18%) per annum.

     (d) Proration of Utilities. All utilities servicing the Property other than those utilities which are provided to Tenant pursuant to utility agreements between any utility providers and Tenant shall be prorated as of the Closing based upon the most recent available

2

information. If the actual amount of any utility for the month in which the Close of Escrow occurs is subsequently determined to be different than the estimated amount, then the parties shall make such payments within ten (10) calendar days of written request, one to the other, outside of Escrow, as may be necessary to adjust the proration of utilities to the actual amounts. Seller shall receive a credit at Close of Escrow for any utility deposits with respect to any utilities which Buyer does not terminate pursuant to this Subsection 6(d) provided such deposits are transferred into the name of Buyer by the utility companies holding such deposits. If either Buyer or Seller fails to pay any utilities following the Closing as required hereunder, the other party shall have the right, but not the obligation, to pay such taxes and thereafter recover the portion thereof due from the failing party together with interest thereon at a rate of eighteen percent (18%) per annum. Buyer shall either cause such utilities to be changed to the name of Buyer as of the Close of Escrow or enter into new agreements with each such utility provider, effective as of the Close of Escrow, in which latter event Seller shall terminate the applicable utility as of the Close of Escrow.

     (e) Drywell Cleaning. Seller shall reimburse Buyer an amount up to $10,000.00 as and for expenses Buyer either has incurred prior to Closing or will incur post Closing with respect to the cleaning of a drywell located on the Property. Accordingly, the sum of $10,000.00 shall be retained by the Escrow Agent at closing in a holdback escrow, Buyer shall submit to Escrow Agent and Seller copies of the invoices and paid receipts evidencing Buyer’s expenses incurred with respect to the drywell, and Escrow Agent shall pay from the holdback escrow to Buyer the amount of such expenses. In the event after completion of the drywell cleaning there remains a balance in the holdback escrow, the balance shall be paid to Seller.

     7. Buyer’s Contingencies. Buyer’s obligation to consummate the transaction contemplated hereby or fulfill its obligations under this Agreement is subject to satisfaction of the following conditions precedent (which Buyer may elect to waive, in whole or in part, in its sole discretion):

     (a) Status of Title. Within ten (10) days after Opening of Escrow, Escrow Agent shall issue and deliver to Buyer (a) a current commitment for an ALTA extended coverage owner’s policy of title insurance for the Property, and (b) copies of all documents referenced as exceptions therein (collectively, the “Title Commitment”). Buyer shall be responsible for satisfying any survey requirement in the Title Commitment and, as set forth in Section 14 hereinbelow, shall obtain at its own cost and deliver to Seller the Survey no later than ten (10) days prior to the expiration of the Feasibility Period. Buyer shall have ten (10) days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) days after receipt of any amendment to the title commitment and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon (except that Buyer shall have no right of objection to any matter previously approved or deemed approved by Buyer) (a “Buyer’s Objection Letter”). Any matters shown in the Title Commitment (or any amendments or updates thereof) which are not timely objected to by Buyer shall be deemed to be “Permitted Exceptions.” Except as set forth in the last sentence of this subparagraph 7(a), Seller shall have no obligation to cure or correct any matter objected to by Buyer. On or before the fifth (5th) business day following Seller’s receipt of Buyer’s Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent (“Seller’s Response”) whether to cause Escrow Agent to remove or insure over any matters objected to in Buyer’s Objection Letter. If Seller fails to deliver Seller’s Response within the time frame set forth above, it shall be deemed to be an election by Seller not to cause Escrow Agent to so remove or insure over such objections. If Seller elects not to cause Escrow Agent to so remove or insure, then Buyer must elect, by delivering written notice of such election

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to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) business day following Buyer’s receipt of Seller’s Response or (b) if no Seller’s Response is received by Buyer, the fifth (5th) business day following the date on which Seller shall have been deemed to have responded, as provided above, to: (i) terminate this Agreement (in which case Escrow Agent shall return the Second Deposit, if the same has been deposited with Escrow Agent, to Buyer, and neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (ii) proceed with this transaction in which event such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed with this Agreement in accordance with the preceding clause (ii). Notwithstanding the foregoing to the contrary, Seller agrees to release and extinguish on or before the Closing all monetary liens and encumbrances against the Property securing the payment of private debts (excluding the lien for taxes and assessments not yet due and payable), and Buyer shall have no obligation to object to such liens and encumbrances.

     (b) Feasibility Contingency. Subject to Buyer not interfering with the use and enjoyment of the Property by any tenant occupying any part of the Property, Buyer shall have the right to examine the Property, the existence of hazardous or toxic substances or pollutants as defined in Environmental Laws, and the zoning and applicable governmental regulations, statutes and ordinances pertaining to the Property, at any time after the execution of this Agreement, with any persons whom it shall designate. “Environmental Laws” shall mean the Resource Conservation and Recovery Act (as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended by the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300h, et sec.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Arizona Hazardous Waste Management Act, A.R.S. §49-921, et seq.; and the Arizona Environmental Quality Act, A.R.S. §49-1001, et seq., or any other applicable State or Federal environmental protection law or regulation.

     Seller shall permit access to the Property to Buyer and any persons designated by Buyer, and Seller shall afford them the opportunity to conduct, prepare and perform any tests, studies, and surveys upon the Property that Buyer deems necessary to assist it in determining whether the Property is appropriate for the purposes contemplated by Buyer. Upon completion of all such tests, studies and surveys, Buyer shall fill all holes produced by it and restore the Property to its condition existing prior to any tests or inspections. Buyer shall indemnify, protect, defend and hold Seller harmless for, from and against all claims, costs, fees or liability of any kind caused by the acts of Buyer or Buyer’s agents pursuant to this Section 7(b). The foregoing obligation of Buyer shall survive any termination of this Agreement and Seller’s remedies for breach hereof shall not be limited by the provisions of Section 9(b) of this Agreement. In the event Buyer in its sole and absolute discretion determines that the Property is not suitable for its purposes, Buyer may, at any time on or before 5:00 P.M. (central daylight time) on the thirtieth (30^th) day following the Opening of Escrow, (the “Feasibility Date”), terminate this Agreement by written notice to Seller and Escrow Agent, provided, however, that Seller shall in all events be entitled to retain the First Deposit. If Buyer fails to give timely written notice of termination of this Agreement on or prior to the Feasibility Date, then Buyer shall be deemed to have waived any right to terminate this Agreement under this Section 7(b).

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     Buyer and Seller acknowledge and agree that in order to evaluate the feasibility of acquiring the Property, Buyer may prepare or cause to be prepared reports, studies, surveys, drawings, plats, plans and specifications, filings, and other documents and information concerning the physical condition of the Property (collectively, “Buyer’s Studies”). Within five (5) days following Buyer’s receipt of any item which constitutes a Buyer’s Study (other than any marketing studies and other proprietary or confidential information of Buyer), Buyer agrees to deliver (without representation or warranty) a copy of such Buyer’s Study to Seller. Buyer further agrees to cause any Buyer’s Study, which is capable of being certified by the preparer of such Buyer Study, to be certified in favor of Seller such that Seller shall have the right to rely upon the Buyer Study. In the event this Agreement is terminated, Buyer shall be deemed to have assigned to Seller (without representation or warranty) the Buyer’s Studies and the agreements concerning the preparation of Buyer’s Studies shall permit such an assignment. Seller has provided to Buyer copies of the Permits and Service and Management Agreements (as defined in Section 8(a) below).

     (c) Service and Management Agreements. Seller shall provide to Buyer within five (5) days following the Opening of Escrow each of the Service and Management Agreements. Prior to the expiration of the Feasibility Period, Buyer shall deliver written notice to Seller of those Service and Management Agreements that Buyer is willing to assume (collectively, the “Assumed Service and Management Agreement”) and those that Buyer is not willing to assume (collectively, the “Non-Desired Service and Management Agreements”)Seller shall terminate all of the Non-Desired Service and Management Agreements to the extent such are terminable pursuant to their terms prior to date set forth in this Agreement for the Close of Escrow. To the extent any of such Non-Assumed Service and Management Agreements are not terminable prior to the Close of Escrow, Seller shall provide written notice to Buyer of such fact prior to the expiration of the Feasibility Period and Buyer shall have the right to either (i) take title to the Property subject to the Non-Desired Service and Management Agreements or (ii) terminate this Agreement and Escrow Agent shall refund to Buyer the Earnest Money.

     (d) Lease.

     (i) Definitions with respect to the Lease. Each of the following definitions shall have the following meanings:

     The term “Lease” shall mean that certain Lease dated as of June, 2000 by and between Seller, as landlord, and Adelphia Business Solutions Operations, Inc., a Delaware corporation (the “Original Tenant”), as tenant, as assigned by the Original Tenant to Citynet Holdings, LLC, a Delaware limited liability company (“Tenant”) pursuant to Paragraph 10 of that certain Order dated January 24, 2003 of the Unites States Bankruptcy Court, Southern District of New York, Chapter 11 Case No. 02-11389, and that certain Assumption Agreement dated February 17, 2003 by and among the Original Tenant, Tenant and Gateway Columbus, LLC, an Ohio limited liability company. A copy of the Lease is attached hereto as Exhibit B-l; a copy of the Order is attached hereto as Exhibit B-2; and a copy of the Assumption Agreement is attached hereto as Exhibit B-3.

     The term “Telephone Switch” shall mean that certain Lucent telephone switch used as the main component for Tenant to provide telecommunication facilities to Tenant’s commercial customer.

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     The term “Fiber Optic Network” shall mean that certain fiber optic network owned by Tenant, which Fiber Optic Network runs through various portions of Maricopa County, Arizona pursuant to certain rights of way (the “Fiber Optic Network Rights of Way”) and has as its main connection point the Fiber Optic Network ending fibers which are located in the Building. The Fiber Optic Network Rights of Way shall be Permitted Exceptions.

     The term “Tenant’s Property” shall mean: (i) the Telephone Switch; (ii) the Fiber Optic Network; and (iii) each of the items of personal property (“Tenant’s Personal Property”) listed on Exhibit C attached hereto and made a part hereof.

     The term “Tenant Lawsuit” shall mean Citynet Holdings, LLC, v. Sterling Buckeye Network Exchange, LLC, Case No. CV2005-003517, in the Superior Court of the State of Arizona in and for the County of Maricopa.

     (ii) New Lease. Buyer and Tenant have executed the following: (a) a Lease Termination Agreement; and (b) a new lease by and between Buyer, as landlord, and Tenant, as tenant (the “New Lease”). Copies of the Lease Termination Agreement and New Lease are attached hereto as, respectively, Exhibits C-2 and C-3. Seller shall have no responsibility to remove any of Tenant’s Personal Property. Furthermore, once Buyer has deposited the Second Deposit, Seller shall permit Tenant to remove the items listed on Exhibit C attached hereto (the “Approved Equipment Removal List”), provided: (a) Buyer and Seller shall each have the right, but not the obligation to supervise Tenant’s removal of the equipment listed on the Approved Equipment Removal List and to have an independent engineer knowledgeable with respect to the removal of similar equipment present at the time of such removal; (b) if there are any items which Tenant desires to remove which are not on the Approved Equipment Removal List, each of Buyer and Seller shall have the right but not the obligation to consent to the removal of any such items; and (c) in no event shall Tenant’s removal of any item on the Approved Equipment Removal List or any item which is not on the Approved Equipment Removal List, including by way of illustration and not limitation any damage to the Building or violations of any federal, state or municipal code violations arising as a result of any such removal, be deemed a matter which would be deemed “material”, as such term is defined in the final paragraph of Section 11 hereinbelow. Seller further advises Buyer that Tenant has agreed to provide each of Seller and Buyer with reasonable written notice, meaning not less than 72 hours or more than twice in the same week, of the time of removal of any of the Approved Equipment Removal List.

     8. Additional Definitions; Conveyance; Closing Documents.

     (a) Additional Definitions. Each of the following terms shall have the meaning ascribed thereto:

     “Permits” shall mean all licenses, permits, certificates of occupancy, authorizations and approvals issued to Seller and used in or relating to the ownership of the Property, but expressly excluding that certain license issued by the Arizona Corporation Commission Docket No. T-04201A-03-0552 (Tenant’s Operating License”) issued to Citynet Arizona, LLC, an Arizona limited liability company and affiliate of Tenant and any other licenses which have been issued to Tenant or any of Tenant’s affiliates.

     “Service and Management Agreements” shall mean all service, maintenance, management, lease and other contracts and agreements with respect to the ownership, operation, management, use or maintenance of the Property, if any, but excluding any of the foregoing

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which are: (i) not transferable by Seller; (ii) at Buyer’s option, are not assigned to and assumed by Buyer; and/or (iii) owned by Tenant.

     (b) Conveyance. The Property shall be conveyed to Buyer, upon Close of Escrow, by special warranty deed (the “Deed”) in the form attached hereto as Exhibit D, subject to all matters of record, all matters that an accurate survey or inspection would reveal, and any and all other matters of which Buyer or its officers and employees have actual knowledge. The Deed shall be deposited with Escrow Agent on or before the Close of Escrow and shall be recorded at the Close of Escrow. Seller and Buyer hereby authorize and direct Escrow Agent to execute on behalf of Seller and Buyer the Affidavit of Value required by Arizona law to be provided to the County Recorder in order to record the Deed.

     (c) Additional Seller Closing Documents. In addition to the Deed, Seller shall executed and deliver to the Escrow Agent the following additional closing documents:

     (i) An assignment and assumption of Service and Management Agreements (the “Assignment and Assumption of Service and Management Agreements”) in form reasonably acceptable to Seller and Buyer, duly executed by Seller and Buyer, assigning to Buyer all of the right, title and interest of Seller in and to the Assumed Service and Management Agreements and including therein Buyer’s assumption of the Assumed Service and Management Agreements and those Non-Desired Service and Management Agreements that Seller was unable by their terms and conditions to terminate prior to Closing;

     (ii) A certification signed by Seller, containing the following: (i) Seller’s U.S. Taxpayer Identification Number; (ii) the home address of Seller (or the business address of Seller if Seller is not an individual); and (iii) a statement that Seller is not a foreign person within the meaning of Sections 1445 and 7701 of the IRC (i.e., Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in Internal Revenue Code of 1986 and applicable regulations);

     (iii) All keys to all locks on the Property; copies of all operating records pertaining to the Property; and originals, or copies if Seller does not have originals, of the Permits;

     (iv) Such evidence or documents as may be reasonably required by the Buyer or the Escrow Agent evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the transactions contemplated hereby.

     (d) Buyer’s Deliveries. At the Closing, Buyer shall deliver, or cause to be delivered, to the Escrow Agent the following:

     (i) The balance of the Purchase Price required by Section 3(c) hereof;

     (ii) A counterpart of the Assignment and Assumption of Service and Management Agreements; and

     (iv) Such evidence or documents as may reasonably be required by the Seller or the Escrow Agent evidencing the status and capacity of Buyer and the authority of the person or persons who are executing the various documents on behalf of the Buyer in connection with the transaction contemplated hereby.

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     9. Remedies.

     (a) If Buyer learns prior to Closing of a failure by Seller to meet any of its obligations under this Agreement, Buyer’s exclusive remedies for such failure shall be to (i) terminate this Agreement and receive a refund of the Second Deposit; (ii) seek specific performance; or (iii) waive such failure and proceed with Closing. Buyer hereby specifically waives any right to seek monetary damages of any kind (including, but not limited to, consequential or punitive damages) for any default of Seller occurring and discovered prior to the Close of Escrow, provided, further, that in no event shall any acts or omissions of the Tenant be deemed an act or omission giving rise to a failure by Seller to meet any of its obligations under this Agreement. Notwithstanding the foregoing provisions of this Section 9(a), in the event: (i) Seller refuses to close the subject transaction after Buyer has met all of its obligations under this Agreement except for those obligations which Buyer is unable to meet due to Seller’s refusal to perform its obligations hereunder; or (ii) the occurrence of an Intentional Wrongful Act, as defined in the last paragraph of Section 11 hereinbelow, if Buyer elects to terminate this Agreement under Clause (i) of the preceding sentence of this Section 9(a), then and in such event Buyer shall receive a refund of the Entire Deposit rather than only the Second Deposit.

     (b) In the event Seller learns prior to a Closing of a failure by Buyer to meet all of its obligations under this Agreement, Seller may, as its sole and exclusive remedy, either waive the default and proceed with Closing or terminate this Agreement and retain the Earnest Money as liquidated damages (it being understood in all events that Seller has the right to retain the First Deposit regardless of any defaults by any party hereto except as otherwise set forth in the last sentence of Section 9(a) above. In the event of any termination under this Section 9(b), neither party shall have any further obligation or liability to the other in connection with the Escrow or under this Agreement. Buyer and Seller acknowledge that Seller’s actual damages for a breach of this Agreement by Buyer would be difficult to determine and that the Earnest Money deposited into Escrow represents a reasonable and good faith estimate of Seller’s damages in the event of a default by Buyer prior to the Closing.

     (c) Notwithstanding the provisions of subparagraphs (a) and (b) above, neither party shall take any action or remedy as a result of a breach by the other party hereto unless the non-breaching party first gives two (2) business days written notice and opportunity to cure to the alleged breaching party. This Section shall not apply to a failure by Buyer to take any action required for Closing or a failure by Buyer to pay or deposit any monies required to be paid or deposited under this Agreement.

     (d) If the Closing occurs, each party waives any claim for damages or other remedies based on a breach or default under this Agreement known to such party as of the Closing. Each party shall have all rights and remedies for defaults occurring or discovered after Closing if the defaulting party fails to cure within ten (10) days after receipt of written notice; except that each party waives any right to seek rescission or any consequential or punitive damages for any breaches or defaults on the part of the other party.

     10. Brokers. A real estate commission in the amount of 4.5% of the Purchase Price shall be payable by Seller to CB Richard Ellis at Closing pursuant to the terms of a separate agreement. No commission shall be payable hereunder if this Agreement fails to close for any reason, including without limitation mutual cancellation or default by Buyer or Seller. Buyer and Seller mutually agree to indemnify and hold harmless the other of, from and against any real estate commission to any other

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broker that may be asserted to be payable as a result of any action of Buyer or Seller respectively. The indemnity provided in this Section shall survive Close of Escrow or earlier termination of this Agreement.

     11. Seller’s Representations, Warranties and Additional Covenants. Seller hereby represents, warrants and covenants (with the understanding that Buyer is relying on said representations, warranties and covenants) that:

     (a) To Seller’s actual knowledge, there are no (i) claims, actions, suits, condemnation actions or other proceedings pending or threatened by any entity regarding the Property other than the Tenant Lawsuit, or (ii) violations of any law, statute, government regulation or requirement that affect the Property.

     (b) Seller shall not sell, convey, assign, lease or otherwise transfer all or any part of the Property, or cause or permit any new liability, encumbrance or obligation to be placed or imposed upon all or any part of the Property from the date hereof that will not be removed by Seller at the Close of Escrow.

     (c) Seller is the owner of the Property and has full power and authority to enter into and perform this Agreement in accordance with its terms. The individual executing this Agreement on behalf of Seller is authorized to do so and, upon his executing this Agreement, this Agreement shall be binding and enforceable upon Seller in accordance with its terms.

     (d) The Tenant is the sole tenant occupying any portion of the Building.

     (e) To Seller’s actual knowledge: (1) the Service and Management Agreements listed on Exhibit F attached hereto and made a part hereof constitute all of the Service and Management Agreements with respect to the Property by and between Seller and third parties; and (2) the Permits listed on Exhibit G attached hereto and made a part hereof constitute all of the Permits issued to Seller with respect to the Property.

     (f) To the actual knowledge of Seller without independent investigation, and except for: (1) acts of Tenant under the Lease (including the use by tenant at the Property of such batteries and other products as are used by Tenant in connection with its business conducted at the Property); and (2) as otherwise disclosed in the Phase I and Phase II Environmental Reports dated May, 2000 prepared by Geotechnical and Environmental Consultants, the May 2000 Demolition Asbestos Survey, the Secor Phase I dated August 14, 1997, delivered to Gary Bender at Bender Environmental, and the Letter from Secor dated April 13, 2000, delivered to Gary Bender at Bender Environmental, copies of which Seller has provided to Buyer: (i) no Hazardous Materials have at any time during Seller’s ownership of the Property been used, generated, stored, transported, released, discharged or disposed of above, on, beneath or in the vicinity of the Property; (ii) no environmental condition on the Property is in violation of any applicable federal, state or local law, ordinance, statute or regulation related to Hazardous Materials; and (iii) Seller has not received any notice of any suits, claims or causes of action or other governmental or administrative proceedings against the Property, Seller, any affiliate of Seller or any tenant, nor any settlement reached with any such party or parties alleging the presence, release or threatened release of any Hazardous Materials from or under the Property in violation of any Hazardous Materials Law. Any and all document provided or disclosed by Seller in connection with this Agreement include all studies, reports or other information relating to

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Hazardous Materials or other environmental conditions on the Property, and Seller has no knowledge of any other or undisclosed Hazardous Materials information.

     (g) Seller represents and warrants that, to the actual knowledge of Seller, there are no claims for rights of possession to the Property other than as set forth in the Lease.

     (h) To Seller’s actual knowledge, any and all of the documents disclosed or provided by Seller or inspected by Buyer in connection with this Agreement are either original counterparts or complete and true copies of such documents and any and all such documents have not been amended or otherwise modified.

     (i) No representation or warranty made by the Seller in this Agreement, and no statement contained in any other instrument furnished or to be furnished to Buyer pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or will contain to the best of Seller’s knowledge without independent investigation any untrue statement of a material fact or omits or will omit to state any material fact that is necessary in order to make the statement(s) contained therein not misleading.

     (j) The Reports (as defined in Section 13 hereinbelow) listed on Exhibit I constitute the complete set of documents pertaining to the physical condition of the Property in Seller’s possession and to Seller’s actual knowledge there are no other Reports which Seller has received.

The foregoing representations, warranties and covenants shall be true as of the date hereof and as of Close of Escrow. All references in this Section to Seller’s knowledge shall mean the actual (and not imputed or constructive) knowledge of Jeffrey Perelman, without having made, or being under any duty to make any further investigation or inquiry with respect to such knowledge and without reviewing Seller’s files or records for purposes of making these representations. In no event shall Jeffrey Perelman have any personal liability or obligation hereunder and Buyer agrees not to attempt to assert any liability against Jeffrey Perelman personally by reason of any of the foregoing representations or warranties proving to be incorrect. If Buyer or Seller discovers that any of the foregoing representations or warranties is incorrect prior to Closing, the discovering party shall promptly give notice thereof to the other party. Any such incorrect representation or warranty (other than a knowing intentional misrepresentation or a change occurring by reason of an intentional wrongful act by Seller, which knowing intentional misrepresentation or intentional wrongful act shall be deemed an “Intentional Wrongful Act” and the provisions of Section 9(a) shall apply) shall be automatically amended to conform to the discovered information; and if such change is material, Buyer may elect to terminate this Agreement by sending written notice of termination to Seller and Escrow Agent within five (5) days following the date Buyer learned of such change, in which event Buyer shall be entitled to a refund of the Second Deposit; failure of Buyer to timely terminate shall be deemed to be an election to accept the change. The term “material” as used in the preceding sentence shall mean Buyer’s good faith determination that the material change would have a substantial adverse impact on the value of the Property or Buyer’s use of the Property. Any dispute between Seller and Buyer as to whether a change is material shall be resolved by arbitration in accordance with Exhibit H attached hereto.

     12. Buyer’s Representations, Warranties and Additional Covenants. Buyer hereby represents, warrants and covenants that:

     (a) Buyer has full power and authority to enter into and perform this Agreement in accordance with its terms.

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     (b) The individual executing this Agreement on behalf of Buyer is authorized to do so and, upon his executing this Agreement, this Agreement shall be binding and enforceable upon Buyer in accordance with its terms.

     (c) Buyer agrees that the Property shall be purchased in an “AS-IS” condition “WITH ALL FAULTS,” with no representation or warranty being made by Seller of any type or nature, except as expressly stated in writing herein. Buyer acknowledges and agrees that it is purchasing the Property solely upon the basis of its own investigation of the Property and not on the basis of any representation, express or implied, written or oral, made by Seller or its agents or employees, except as set forth in writing herein. Without limiting the generality of the foregoing, except as set forth in this Agreement, Seller makes no warranty as to the following: (a) the physical condition or any other aspect of the Property, including, but not limited to, the uses to which the Property may be put, the ability to construct additional improvements or modify existing improvements on any portion of the Property or the ability to obtain building permits for any portion of the Property, the conformity of the Property to past, current or future applicable landscaping, parking, zoning or building code requirements, the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, water retention characteristics of the Property, drainage onto or off of the Property, the location of the Property either wholly or partially in a flood plain or a flood hazard boundary or similar area, or any other matter affecting the stability or integrity of the land or any improvements constituting the Property; or (b) the sufficiency of the Property for Buyer’s purposes or as to its continued operating condition or usefulness. All implied warranties, including, without limitation, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE are hereby expressly disclaimed.

     (d) Buyer acknowledges that consummation of this transaction shall constitute its acknowledgment that it has independently inspected and investigated the Property and has made and entered into this Agreement based upon such inspection and investigation and its own examination of the condition of the Property, and Seller is hereby released from all responsibility regarding the valuation or condition of the Property.

     (e) Buyer acknowledges that no person acting on behalf of Seller is authorized to make, and by execution hereof Buyer acknowledges that no person has made, any representation, warranty, guaranty or promise, whether oral or written, except as set forth in this Agreement, and any agreement, statement, representation or promise made by any person which is not contained in this Agreement may not be relied upon and shall not be valid or binding upon Seller. The only representations or warranties outstanding with respect to the subject matter of this transaction, either express or implied by law, are set forth in this Agreement. Consistent with the foregoing and not in limitation thereof, Seller shall not be responsible for any negligent misrepresentation or failure to investigate the Property on the part of Seller, any real estate broker, sales agent or any other agent or employee of Seller or affiliate of Seller, or any third party.

     (f) Buyer, on behalf of itself, its successors and assigns, hereby releases Seller, and its partners, employees, and agents from and against any and all liabilities, claims, demands, suits, judgments, causes of action (including, but not limited to, causes of action arising under the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et. seq.), losses, costs, damages, injuries, penalties, enforcement actions, fines, taxes, remedial actions, removal and disposal costs, investigation and remediation costs and expenses (including, without limit, attorneys¹ fees, litigation, arbitration and administrative proceeding costs, expert and consultant fees and laboratory costs), sums paid in settlement of claims,

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whether direct or indirect, known or unknown, arising out of, related in any way to, or resulting from or in connection with, in whole or in part, the presence or suspected presence of hazardous materials in, on, under, or about the Property.

The foregoing representations, warranties and covenants shall be true as of the date hereof and as of Close of Escrow.

     13. Reports. Seller has provided Buyer with access to copies of the reports, surveys, studies, documents, approvals, drawings, plats, plans, specifications, filings or similar writings pertaining to the physical condition of the Property or the development thereof in Seller’s possession, a list of which is attached hereto as Exhibit I (collectively “Reports”). Buyer acknowledges and agrees that (i) one or more of the Reports may have been produced by others; (ii) Seller is not making any representations or warranties of any nature, express or implied, with respect to the Reports, including, without limitation, any representation or warranty as to the content, accuracy or completeness of the Reports; (iii) the Reports are being provided to Buyer by Seller solely for the convenience of Buyer; and (iv) Buyer shall rely upon its own independent investigations. If this Agreement is terminated for any reason, Buyer shall return the Reports to Seller. At the Closing, to the extent assignable, Seller shall be deemed to have assigned to Buyer (without representation or warranty) all of Seller’s right, title and interest in and to the Reports.

     14. Survey. Buyer shall at its own cost obtain and deliver to Seller and Escrow Agent an ALTA survey (“Survey”) of the Property by a licensed land surveyor not less than ten (10) business days prior to the Feasibility Date at Buyer’s expense. The Survey shall calculate and reflect the number of gross acres within the Property, the number of acres within each dedicated street, road or highway used to calculate net acreage, and the number of net acres within the Property rounded to the fourth decimal place. The Survey shall be certified to Buyer, Seller and Escrow Agent.

     15. Notices. Any and all notices, demands or requests required or permitted hereunder shall be in writing and shall be effective upon personal delivery or facsimile transmission (facsimile transmission must include verification of transmission) or two (2) business days after being deposited in the U. S. Mail, registered or certified, return receipt requested, postage prepaid, or one (1) business day after being deposited with any commercial air courier or express service, addressed as follows:

To Buyer:	Go Daddy Software, Inc.
	14455 N. Hayden Road, Suite 219
	Scottsdale, Arizona 85260
	Attn: General Counsel
	Telephone: (480) 505-8800
If to Seller:	Sterling Partners, LLC
	1033 Skokie Blvd., Suite 600
	Northbrook, Illinois 60062
	Attn: Jeffrey Perelman
	Tel.: 847-412-6220
	Fax: 847-480-0199
With a copy to:	Van Wagner & Hubbard LLP
	649 North Third Avenue
	Phoenix, Arizona 85003
	Attn: Helen D. Shapiro, Esq.

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	Telephone: 602-254-5941
	FAX: 602-254-5942
If to Escrow Agent:	Mr. Jack Knott
	Chicago Title Insurance Company
	2415 E. Camelback Road
	Phoenix, Arizona 85016
	Tel: 602-667-1042
	Fax: 602-667-1085

Buyer, Seller or Escrow Agent may change its address for notice by giving notice of change of address in the manner provided above. The inability to deliver because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any telephone numbers or
e-mail addresses provided in this Agreement are for aiding informal communications only and notices shall not be effective if provided orally or if sent only by e-mail.

     16. Time of the Essence. Time is of the essence of this Agreement, and Buyer and Seller hereby agree to perform each and every obligation hereunder in a prompt and timely manner; provided, however, that if the date for the performance of any action or the giving of any notice which is required hereunder, occurs on a Saturday, Sunday or legal holiday, the date for performance or giving of notice shall be the next succeeding business day.

     17. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law, but if any provision of this Agreement shall be invalid or prohibited hereunder, such provision shall be ineffective to the extent of such prohibition or invalidation which shall not invalidate the remainder of such provision or the remaining provisions of this Agreement.

     18. Waiver. The waiver by either party hereto of any right granted to it hereunder shall not be deemed to be a waiver of any other right granted herein, nor shall same be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.

     19. Legal Fees. In the event it becomes necessary for either Seller or Buyer to employ legal counsel or to bring action at law or other proceeding to enforce any of the terms, covenants or conditions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and expenses incurred, including its reasonable attorneys’ fees, from the other party.

     20. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and supersedes all prior agreements, arrangements and understandings between the parties, and no other agreement, statement or promise made by either party hereto that is not contained herein shall be binding or valid.

     21. Amendments. This Agreement may be amended only by written document signed by each of the parties hereto.

     22. Further Performance. Each party shall, whenever and as often as it shall be requested by the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and documents, including supplemental escrow instructions, as may be necessary in order to complete the sale, conveyance and transfer herein provided and to do any and all

13

things as may be requested in order to carry out the intent and purpose of this Agreement, provided, further, each party shall have the right to approve such instruments and documents, which approval shall not be unreasonably withheld or delayed.

     23. Counterparts. This Agreement may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A party’s signature on this Agreement or any amendment hereto may be provided by facsimile and shall be effective upon transmission to the other party hereto.

     24. Assignment. Buyer shall not transfer or assign its interest in this Agreement without Seller’s prior written consent, which may be withheld in Seller’s sole and absolute judgment and discretion; except that Buyer may assign its interest in this Agreement to an entity that is wholly owned or controlled by Buyer. An assignment allowed under this paragraph shall not relieve the assignor from its obligations under this Agreement. Any purported assignment in violation of this paragraph shall be null and void and shall vest no rights in the purported assignee.

     25. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, devisees, personal and legal representatives, successors and assigns.

     26. Governing Law. This Agreement shall be construed and interpreted under, and governed and enforced according to the laws of the State of Arizona. The parties hereto hereby submit to the jurisdiction of the courts of the State of Arizona in the event of any action or dispute arising from this Agreement.

     27. Headings and Construction. The headings set forth in this Agreement are inserted only for convenience and are not in any way to be construed as part of this Agreement or a limitation on the scope of the particular section to which it refers. Where the context requires herein, the singular shall be construed as the plural, and neuter pronouns shall be construed as masculine and feminine pronouns, and vice versa. This Agreement shall be constructed according to its fair meaning and neither for nor against either party hereto.

     28. Subsequent Acts. The terms and provisions of this Agreement shall not merge with, be extinguished by or otherwise be affected by any subsequent conveyance or instrument by or between the parties hereto unless such instrument shall specifically so state and be signed by the parties hereto.

     29. Non-Foreign Person. Seller represents and warrants that it is not a “foreign person”, as that term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, (the “Code”). Prior to Close of Escrow, Seller shall furnish to Buyer and Escrow Agent Seller’s United States taxpayer identification number and such affidavit and other information as Buyer or Escrow Agent may determine to be necessary or reasonable under Section 1445(b)(2) of the Code, or otherwise, to assure that Buyer shall not be subject to United States federal income tax withholding liability under Section 1445 of the Code. Seller shall in any event indemnify and hold harmless Buyer from and against any such cost, loss or liability that Buyer may incur under said Section 1445 of the Code.

     30. 1031 Exchange. Seller and Buyer may each, at their option, close this transaction as part of a like-kind exchange of properties under Section 1031 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. Each party shall cooperate with the other party and shall do all things reasonably required and requested by the exchanging party to effect and facilitate such an exchange; provided that such actions do not increase the other party’s obligations or liabilities under this Agreement and that neither party shall be obligated to take title to any property or to bear any expense in

14

connection with such exchange and the Closing shall not be extended in connection with the exchange. Each party shall and does hereby indemnify, defend and hold the other party harmless for and from all liabilities arising as a result of an exchange that would not have arisen had this transaction not closed as part of a like-kind exchange.

     31. Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Earnest Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).

     32. Exhibits. Each of the exhibits listed below are attached hereto and made a part hereof:

Exhibit A	Legal Description
Exhibit B-l	Copy of Lease
Exhibit B-2	Copy of Order
Exhibit B-3	Copy of Assumption Agreement
Exhibit C	List of Tenant’s Personal Property/ Approved Equipment Removal List
Exhibit C-2	Copy of Lease Termination Agreement
Exhibit C-3	Copy of New Lease
Exhibit E	[intentionally deleted]
Exhibit F	List of Service and Management Agreements
Exhibit G	List of Permits
Exhibit H	Arbitration
Exhibit I	List of Delivered Reports

[Signature Page Follows]

15

     IN WITNESS WHEREOF, Buyer and Seller have placed their signatures as of the date first above set forth.

SELLER:	BUYER:
STERLING BUCKEYE NETWORK EXCHANGE,	GO DADDY SOFTWARE INC., an Arizona
LLC, a Delaware limited liability company	corporation

By:	By:	/s/ Robert R. Parsons
Its:	Its:	ROBERT R. PARSONS, PRESIDENT

16

     IN WITNESS WHEREOF, Buyer and Seller have placed their signatures as of the date first above set forth.

SELLER:	BUYER:
STERLING BUCKEYE NETWORK EXCHANGE,	GO DADDY SOFTWARE, INC., an Arizona
LLC, a Delaware limited liability company	corporation

By:	[ILLEGIBLE]	By:
Its:	AUTHORISED REPRESENTATIVE	Its:

16

ACCEPTANCE OF ESCROW AGENT

The undersigned Escrow Agent hereby (a) accepts the Escrow created by the foregoing Agreement, (b) agrees to act in accordance with the terms of this Agreement, (c) agrees to be the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986 (the “Code”) and filing all necessary information reports, returns and statements (collectively, the “Tax Reports”) regarding the transaction required by the Code and, promptly upon the filing of the Reports, transmit copies of the Reports to Buyer and Seller, (d) agrees to indemnify and hold harmless Seller, Buyer and their respective attorneys and brokers from and against all claims, costs, liabilities, penalties, or expenses resulting from Escrow Agent’s failure to file the Reports, (e) agrees to deliver to Buyer, within five (5) days after the Opening of Escrow, an insured closing protection letter from Chicago Title Insurance Company, and (f) confirms that the Opening of Escrow occurred on August 19, 2005.

CHICAGO TITLE INSURANCE COMPANY
By:	/s/ Jack Knott
Printed Name: Jack Knott
Its:	Manager/Commercial Escrow Officer

17

EXHIBIT A

Legal Description of Land

1

LEGAL DESCRIPTION

That part of the Southeast quarter of Section 9, Township 1 North, Range 3 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as follows:

COMMENCING at the South quarter corner of said Section 9;
THENCE North 89° 52’ 48” East 27.00 feet upon the South line of said Southeast quarter;
THENCE North 00° 17’57” West 33.00 feet, parallel with and 27.00 feet Easterly of the West line of said Southeast quarter, to the POINT OF BEGINNING;
THENCE continue North 00° 17’ 57” West 450.50 feet;
THENCE North 89° 52’ 48” East 558.06 feet to a point of a non-tangent curve concave to the Northeast, the radius point of said curve bears North 45’ 20’ 25” East;
THENCE Southeasterly upon said curve to the left, having a radius of 306.03 feet and a central angle of 20° 30’ 51”, an arc distance of 109.57 feet compound curve concave to the Northeast;
THENCE Southeasterly upon said curve to the left, having a radius of 424.44 feet and a central angle of 19° 15’ 33”, an arc distance of 142.67 feet to a non-tangent line;
THENCE North 89° 52’ 48” East 500.00 feet;
THENCE South 00° 00’ 00” West 350.16 feet;
THENCE South 89° 52’ 48” West 1281.92 feet parallel with and 33.00 feet Northerly of the South line of said Southeast quarter, to the POINT OF BEGINNING;

EXCEPT that portion lying below a depth of 500 feet measured vertically from the contour of the surface thereof, as reserved in Deed recorded in Docket 8407, page 405; and

EXCEPT all minerals and mineral ores of every kind and character, including, without limiting the generality of the forgoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 1689, page 71; and

EXCEPT that portion lying below a depth of 500 feet, measured vertically, from the contour of the surface of said property as reserved in Deed recorded in Document No. 84-522490; and

Exhibit “A”

Legal Description - page 1

EXCEPT all minerals and mineral ores of every kind and character, including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 6336, page 173; and

EXCEPT the title and exclusive right to all of the minerals and mineral ores of every kind and character now known to exist or hereafter discovered upon, within or underlying said land or that may be produced therefrom including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 1662, page 20.

Exhibit A

Unofficial Document

Legal Description - page 2

EXHIBIT B-l

Copy of Lease

1

TABLE OF CONTENTS

		Page
1. BASIC LEASE PROVISIONS			1
	1.1 Premises		1
	1.2 Building		1
	1.3 Project		l
	1.4 Guarantors		1
	1.5 Security Deposit		1
	1.6 Commencement Date		1
	1.7 Estimated Commencement Date		1
	1.8 Rent Commencement Date		1
	1.9 Term		l
	1.10 Base Rent		2
	1.11 Renewal Terms		3
	1.12 Permitted Use		3
	1.13 Tenant’s Notice Addresses		4
	1.14 Landlord’s Notice Address		4
	1.15 Tenant’s Designated Broker		4
	1.16 Landlord’s Designated Broker		4
	1.17 Tenant’s Pro Rata Share		4
	1.18 Exhibits		5
2. TERM AND POSSESSION			5
	2.1 Term		5
	2.2 Surrender		5
	2.3 Holdover		5
	2.4 Option to Renew		6
3. RENT			7
	3.1 Base Rent		7
	3.2 Adjustments		7
	3.3 Late Charges and Interest		7
	3.4 Nature of Payments		8

-i-

TABLE OF CONTENTS
(continued)

		Page
4. SECURITY DEPOSIT			8
	4.1 Deposit and Use of Letter of Credit		8
	4.2 Letter of Credit		8
5. USE			9
	5.1 Permitted Use		9
	5.2 Restrictions		9
	5.3 Compliance with Law		9
	5.4 Environmental Matters		10
6. TAXES			11
	6.1 Tenant’s Taxes		11
	6.2 Rental Taxes		11
7. PARKING AND COMMON AREAS			11
	7.1 Common Areas		11
	7.2 Parking		12
8. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES			12
	8.1 Operating Costs		12
	8.2 Exclusions from Operating Costs		12
	8.3 Payment of Tenant’s Pro Rata Share of Operating Costs		13
	8.4 Statement of Operating Costs		13
	8.5 Audit		14
	8.6 Allocation		14
	8.7 Gross-up		14
9. CONSTRUCTION			14
	9.1 Landlord’s Work		14
	9.2 Tenant’s Work		14
	9.3 Alterations and Approval		15
	9.4 Landlord’s Review		15
	9.5 Approval Conditions		16
	9.6 Performance of Tenant’s Work		16
	9.7 Additional Provisions		16

-ii-

TABLE OF CONTENTS
(continued)

		Page
	9.8 Provisions Concerning Installations on and Access to Roof		17
	9.9 Generator		17
	9.10 Floor Loading Capacity		17
	9.11 Liens		17
	9.12 Security System		18
10. REPAIR/MAINTENANCE/UTILITIES/ACCESS			18
	10.1 Landlord’s Responsibilities		18
	10.2 Tenant’s Obligations		19
	10.3 Janitorial Services		19
	10.4 Utilities		19
	10.5 Telecommunication Services		19
	10.6 Access		19
11. TENANT’S WORK, ALTERATIONS AND PERSONAL PROPERTY			20
12. CERTAIN RIGHTS RESERVED BY LANDLORD			20
13. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE			21
	13.1 Tenant’s Responsibility		21
	13.2 Tenant’s Insurance		22
14. FIRE AND CASUALTY			22
15. CONDEMNATION			23
16. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD			24
	16.1 Transfer by Tenant		24
	16.2 Permitted Transfers		24
	16.3 Co-location Not a Transfer		25
	16.4 Recapture		25
	16.5 Splitting Profits		25
	16.6 Continued Responsibility		25
	16.7 Sale of Property		26
17. ESTOPPEL CERTIFICATE			26
	17.1 Certification		26
	17.2 Failure to Provide		26

-iii-

TABLE OF CONTENTS
(continued)

		Page
18. LANDLORD’S REMEDIES			26
	18.1 Events of Default		26
	18.2 Remedies		27
	18.3 Subleases		28
19. TENANT’S BANKRUPTCY OR INSOLVENCY			28
20. NOTICES			29
21. SUBORDINATION/QUIET ENJOYMENT			29
	21.1 Subordination		29
	21.2 Quiet Enjoyment		30
22. BROKERS			30
23. RELOCATION			30
24. SIGNAGE			30
25. GENERAL PROVISIONS			31
	25.1 Force Majeure		31
	25.2 Rules		31
	25.3 Captions		31
	25.4 Integration		31
	25.5 No Offer		32
	25.6 No Waiver		32
	25.7 Deadlines		32
	25.8 No Accord or Satisfaction		32
	25.9 Non-Recourse Liability		32
	25.10 Governing Law; Choice of Forum		32
	25.11 Exhibits		33
	25.12 Successors and Assigns		33
	25.13 Beneficiaries		33
	25.14 Standard of Discretion		33
26. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS			33
	26.1 Co-location		33
	26.2 Right to Serve Other Tenants		33

-iv-

TABLE OF CONTENTS
(continued)

	Page
EXHIBIT A — FLOOR PLAN OF THE PREMISES	35
EXHIBIT B — SITE PLAN OF THE PROJECT	36
EXHIBIT C — WORK LETTER	37
EXHIBIT D — RULES AND REGULATIONS	38
EXHIBIT E — GUARANTY	40
EXHIBIT F — SCHEDULE OF FEES	42

-v-

LEASE

     THIS LEASE is made this                      day of June, 2000, by and between STERLING BUCKEYE NETWORK EXCHANGE, LLC, a Delaware limited liability company (“Landlord”), and ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC., a Delaware corporation (“Tenant”).

     Landlord hereby leases to Tenant and Tenant leases from Landlord, for the Term (as defined below) and upon the conditions and agreements set forth in this Lease, the Premises (as defined below).

1. BASIC LEASE PROVISIONS

     1.1 Premises: Suite #1, Building C in the Building, totaling approximately 39,000 square feet of rentable area as illustrated on the attached Exhibit A.

     1.2 Building: The building located at 1402 Buckeye Road, Phoenix, Arizona, 85004.

     1.3 Project: The Sky Harbor Technology Exchange, consisting of the Building and Common Areas (as hereinafter defined) as reasonably determined from time to time by Landlord. A general Site Plan of the Project is attached hereto as Exhibit B.

     1.4 Guarantors: Adelphia Business Solutions, Inc. (The Guaranty will be released after the fifth anniversary of the Rent Commencement Date, provided that no Event of Default exists at the time of release, and that no event shall have occurred or state of facts exists which if continued uncured will, with the lapse of time or the delivery of notice or both, constitute an Event of Default, and Tenant deposits with Landlord a Security Deposit in the amount of $180,830.00).

     1.5 Security Deposit: None

     1.6 Commencement Date: The date Landlord delivers possession of the Premises to Tenant.

     1.7 Estimated Commencement Date: July 1, 2000.

     1.8 Rent Commencement Date: The earlier of: (i) the date that Tenant commences its business operations in the Premises, or (ii) 90 days after the Commencement Date.

     1.9 Term: The period of time commencing on the Commencement Date and expiring approximately 183 months after the Commencement Date (except that if the expiration date would not be the last day of a calendar month, the Term shall extend until the last day of the calendar month), unless sooner terminated or extended as may be herein provided.

1

     1.10 Base Rent:

	Annual Base Rent
Period	Per Rentable Sq. Ft.		Annual Base Rent		Monthly Payment
Commencement Date —Rent Commencement Date		0.00		0.00		0.00
Rent Commencement Date — First Anniversary of Rent Commencement Date 00-01	$	12.00	$	468,000.00	$	39,000.00
First Anniversary of Rent Commencement Date —Second Anniversary of Rent Commencement Date 01-02	$	12.36	$	482,040.00	$	40,170.00
Second Anniversary of Rent Commencement Date — Third Anniversary of Rent Commencement Date 02-03	$	12.73	$	496,470.00	$	41,372.50
Third Anniversary of Rent Commencement Date —Fourth Anniversary of Rent Commencement Date 03-04	$	13.11	$	511,290.00	$	42,607.50
Fourth Anniversary of Rent Commencement Date —Fifth Anniversary of Rent Commencement Date 04-05	$	13.51	$	526,890.00	$	43,907.50
Fifth Anniversary of Rent Commencement Date —Sixth Anniversary of Rent Commencement Date 05-06	$	13.91	$	542,490.00	$	45,207.50
Sixth Anniversary of Rent Commencement Date —Seventh Anniversary of Rent Commencement Date	$	14.33	$	558,870.00	$	46,572.50
Seventh Anniversary of Rent Commencement Date — Eighth Anniversary of Rent Commencement Date	$	14.76	$	575,640.00	$	47,970.00
Eighth Anniversary of Rent Commencement Date —Ninth Anniversary of Rent Commencement Date	$	15.20	$	592,800.00	$	49,400.00

2

	Annual Base Rent
Period	Per Rentable Sq. Ft.		Annual Base Rent		Monthly Payment
Ninth Anniversary of Rent Commencement Date —Tenth Anniversary of Rent Commencement Date	$	15.66	$	610,740.00	$	50,895.00
Tenth Anniversary of Rent Commencement Date —Eleventh Anniversary of Rent Commencement Date	$	16.13	$	629,070.00	$	52,422.50
Eleventh Anniversary of Rent Commencement Date — Twelfth Anniversary of Rent Commencement Date	$	16.61	$	647,790.00	$	53,982.50
Twelfth Anniversary of Rent Commencement Date — Thirteenth Anniversary of Rent Commencement Date	$	17.11	$	667,290.00	$	55,607.50
Thirteenth Anniversary of Rent Commencement Date — Fourteenth Anniversary of Rent Commencement Date	$	17.62	$	687,180.00	$	57,265.00
Fourteenth Anniversary of Rent Commencement Date — Fifteenth Anniversary of Rent Commencement Date	$	18.15	$	707,850.00	$	58,987.50

If the Rent Commencement Date is not the first day of a calendar month, the date of each Base Rent increase will be extended until the first day of the month following the applicable anniversary of the Rent Commencement Date.

     1.11 Renewal Terms: One renewal option of five year, at 100% of the then fair market rental value of the Premises, subject to the provisions of Section 2.4.

     1.12 Permitted Use: The installation, operation, and maintenance of equipment and facilities in connection with Tenant’s telecommunications or network business and any other telecommunications purpose, including incidental office use related thereto.

3

     1.13 Tenant’s Notice Addresses:

Adelphia Business Solutions Operations, Inc.
2929 North Central Avenue, Phoenix Plaza Tower II
Phoenix, AZ 85012
Attn: General Manager

With a copy to:

Adelphia Business Solutions Operations, Inc.
One North Main Street
Coudersport, PA 16915
Attn: Vice President and General Counsel

     1.14 Landlord’s Notice Address:

Sterling Network Exchange, LLC
650 Dundee Road, Suite 370
Northbrook, IL 60062
Attn: Anthony L. Wanger

With a copy to:

D’Ancona & Pflaum LLC
111 East Wacker Drive, Suite 2800
Chicago, Illinois 60601
Attn: Marc S. Joseph

     1.15 Tenant’s Designated Broker: Tishman

     1.16 Landlord’s Designated Broker: Cushman & Wakefield of Arizona, Inc.

     1.17 Tenant’s Pro Rata Share: 11.927%, calculated on the basis of 39,000 rentable square feet in the Premises and 327,000 rentable square feet in the Building. Tenant’s Proportionate Share shall be modified from time to time in the event the final design of the Building is hereafter modified such that the rentable area of the Premises or the rentable area of the Building, or both, differs from the square footage set forth herein. In such event, Landlord shall recalculate Tenant’s Pro Rata Share based upon such modification or change for the remainder of the Term and shall notify Tenant of such recomputed Tenant’s Pro Rata Share. The parties acknowledge that the total rentable square footage for the Building may be adjusted as provided in Section 3.2.

4

     1.18 Exhibits:

Exhibit A, Floor Plan of the Premises
Exhibit B, Site Plan of the Project
Exhibit C, Work Letter
Exhibit D, Rules and Regulations
Exhibit E, Guaranty
Exhibit F, Schedule of Fees

2. TERM AND POSSESSION

     2.1 Term. The Term of this Lease shall commence on the Commencement Date. If delivery of possession of the Premises to Tenant is delayed beyond the Estimated Commencement Date because of a delay in the completion of construction of the Premises by Landlord, then, except as provided herein, this Lease shall remain in full force and effect, Landlord shall not be liable to Tenant for any damage occasioned by the delay, and the Commencement Date shall be changed to the date actual delivery of possession to Tenant is effected, with the corresponding change in the Rent Commencement Date. If Landlord has not delivered possession of the Premises to Tenant within 60 days after the Estimated Commencement Date, Tenant may, at Tenant’s option and as its sole remedy, cancel this Lease by written notice to Landlord within 30 days thereafter unless said delay is as a result of Force Majeure (as hereinafter defined) or Tenant delays. Notwithstanding the foregoing, if Landlord delivers the Premises to Tenant within the 30 day period following Tenant’s notice to Landlord, Tenant’s notice will be deemed rescinded, Tenant shall take delivery of the Premises, and this Lease shall continue in full force and effect, with the Commencement Date adjusted to reflect the actual date of delivery. If Landlord does not deliver the Premises to Tenant within the 30 day period, this Lease shall at the expiration of the 30 day period be canceled, and neither party shall have any further obligation hereunder (except as to those obligations which survive termination or expiration, as expressly set forth herein). Upon request of either party after the Term has commenced, Landlord and Tenant shall jointly execute a memorandum confirming the Commencement Date and the Rent Commencement Date.

     2.2 Surrender. Upon the termination or expiration of this Lease or upon the termination of Tenant’s right of possession, whether by lapse of time or otherwise, Tenant shall at once surrender possession of the Premises to Landlord and remove all of Tenant’s property as provided in Article 11.

     2.3 Holdover. Tenant shall have no right to hold over after the expiration of the Term of this Lease without Landlord’s consent. If Tenant holds over after the expiration of this Lease, Tenant shall become a tenant from month to month only, upon all of the terms of this Lease except that the amount of the Base Rent shall be increased to an amount equal to the greater of (a) 175% of the Base Rent in effect immediately prior to the expiration or (b) the then fair market rental value of the Premises (which for this purpose shall be computed using the per square foot rental rate for the most recently executed lease for space in the Building). Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of possession by Tenant, including the loss of any proposed subsequent tenant for any portion of the Premises. The provisions of this Section shall not constitute a waiver by Landlord of any right of re-entry; nor

5

shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease for a breach of any of the terms, covenants, or obligations herein on Tenant’s part to be performed.

     2.4 Option to Renew.

          (a) Renewal. Provided that no Event of Default exists at the time of Tenant’s exercise of the option or at the commencement of a Renewal Term, and that no event shall have occurred or state of facts exists which if continued uncured will, with the lapse of time or the delivery of notice or both, constitute an Event of Default, then Tenant shall have, and is hereby granted, the option to extend the Initial Term for the additional periods set forth under Renewal Terms in Basic Lease Provisions above. Except as set forth below, Tenant’s occupancy of the Premises during each Renewal Term shall be governed by all of the terms, conditions, covenants and provisions of this Lease except that Tenant shall have no further option to extend the Term of this Lease after the expiration of the final Renewal Term. If Tenant desires to exercise its option to extend the Term, it must give Landlord notice in writing (“Option Notice”) of its intent to do so at least nine, but no more than twelve, months prior to the expiration of the then-current Term or Renewal Term.

          (b) Annual Base Rent During A Renewal Term.

               (i) The Base Rent during each Renewal Term will be the “then fair market rental value of the Premises” as defined below, but not less than the Base Rent payable in the last year of the preceding Term (or Renewal Term, as the case may be). Landlord and Tenant shall have 30 days after Landlord receives the Option Notice within which to agree on the Annual Base Rent for the Renewal Term based upon the then fair market rental value of the Premises. If the parties agree on the Base Rent for the Renewal Term within 30 days, they shall amend this Lease by stating the Base Rent for the first year of the Renewal Term and each subsequent year.

               (ii) If Landlord and Tenant are unable to agree on the Base Rent for the Renewal Term within the 30 day period, then the “then fair market value of the Premises” shall be determined as set forth below.

               (iii) The “then fair market rental value of the Premises” means the annual per square foot amount that a willing, comparable Tenant would pay and Landlord would accept at arm’s length for a new five year lease (for non-renewal and non-expansion space, unless the renewal or expansion are pursuant to a comparable definition of fair market rental value) for delivery on or about the applicable delivery or effective date, for comparable non-sublease, non-encumbered, non-renewal space in the Building. The value of Tenant’s trade fixtures and equipment shall not be factored into the fair market rental value determination. Notwithstanding the foregoing, the then fair market rental value of the Premises for the Renewal Term will not be less than the Base Rent payable during the last year of the Term immediately preceding the Renewal Term.

               (iv) If Landlord and Tenant are unable to reach agreement on the fair market rental rate within 30 days after the date negotiations commenced, then within seven days thereafter Landlord and Tenant shall each simultaneously submit to the other in writing its good

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faith estimate of the fair market rental rate, which estimate shall be a reduction to writing of its final determination of the fair market rental rate in the preceding negotiations and not a new position. If the process of reducing the parties positions to writing does not result in an agreement, the parties shall select, as an arbitrator, a mutually acceptable real estate broker with experience in real estate activities, including at least five years experience in leasing office space in the Central Phoenix Business District (a “Qualified Appraiser”). If the parties cannot agree on a Qualified Appraiser, then within a second period of seven days, each shall elect a Qualified Appraiser and within ten days thereafter the two appointed Qualified Appraisers shall select a third Qualified Appraiser and the third Qualified Appraiser shall be the arbitrator and shall determine the fair market rental rate. If one party shall fail to make such appointment within said second seven day period, then the Qualified Appraiser chosen by the other party shall be the sole arbitrator. As soon as practicable after his selection, but in any case within 21 days, the arbitrator shall select one of the two estimates of the fair market rental rate submitted by Landlord and Tenant, which shall be the one that is closer to the fair market rental rate as determined by the arbitrator. The value so selected shall be the fair market rental rate. The decision of the arbitrator as to the fair market rental rate shall be submitted in writing to, and be final and binding on, Landlord and Tenant. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons, including but not limited to, legal counsel, brokers, architects or engineers, to provide such expert advice. The party whose estimate is not chosen by the arbitrator shall pay the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any counsel or expert engaged directly by Landlord or Tenant, however, shall be borne by the party obtaining such counsel or expert.

3. RENT

     3.1 Base Rent. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord during the Term of this Lease at the office of Landlord or at such other place as Landlord may designate, without notice, demand, deduction, or set-off, Base Rent in the applicable amounts as set forth in Basic Lease Provisions (or, for Renewal Terms, as determined under Section 2.4), in advance on the first day of each calendar month. If the Rent Commencement Date does not occur on the first day of a calendar month, Tenant shall pay Base Rent on the Rent Commencement Date for the actual days of the fractional month on a pro rata basis.

     3.2 Adjustments. During the Term, Landlord may cause the Building or, only if Tenant adds a mezzanine, the Premises to be remeasured. If a remeasurement is performed, the Base Rent and Tenant’s Pro Rata Share shall be adjusted based on the actual rentable square feet of space in the Premises and the Building as determined by the remeasurement. All references to “rentable” or “useable” square feet shall be deemed measured in accordance with American National Standard Z65.1-1996, as published by BOMA International, except that the “common area factor” or “load factor” shall not exceed 15%.

     3.3 Late Charges and Interest. Any amount due from Tenant to Landlord which is not paid within five days after the date on which it is due shall bear interest at three percent in excess of the prime rate as reported from time to time in the Money Rates section of the Wall Street

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Journal, from the due date until paid, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease. In addition, any rent or other payment not paid within five days after the date on which it is due shall be subject to 3% late charge to reimburse Landlord for the additional costs and burdens of special handling.

     3.4 Nature of Payments. All sums required to be paid by Tenant under this Lease, whether or not so designated, are rent.

4. SECURITY DEPOSIT

     4.1 Deposit and Use of Letter of Credit. Any Security Deposit Tenant shall deposit with Landlord shall be in the form of an unconditional, irrevocable, transferable letter of credit as security for the full and faithful performance of this Lease. If Tenant defaults beyond any applicable notice or cure period, under any provision of this Lease, Landlord may apply all or any part of the Security Deposit for the payment of any sum in default, for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. Application of the deposit shall not -constitute a cure of the default. If any portion of the Security Deposit is so applied, Tenant shall, within 15 business days after written demand therefor, deposit cash with Landlord (or restore the balance of the letter of credit) in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by Tenant, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest) promptly following the expiration of the Term.

     4.2 Letter of Credit. Any letter of credit shall be issued by a bank reasonably acceptable to Landlord, shall be drawable by Landlord solely upon presentation of a statement from Landlord that the amount drawn is due and payable under this Lease, shall allow for partial draws, and shall otherwise be in form and substance reasonably acceptable to Landlord. The letter of credit shall have an expiry date not earlier than one month after the termination date of this Lease or shall be replaced by Tenant not less than 30 days prior to its expiry date with another letter having an expiry date at least one year later. If Tenant fails to replace an expiring letter of credit or restore the letter of credit to its full amount following a draw by Landlord, Landlord may draw the full amount of the letter of credit and treat such amount as a cash security deposit to be used as set forth Section 4.2. In the event of a transfer of Landlord’s interest in the Lease, Tenant will promptly deposit a replacement letter of credit drawable by Landlord’s successor and if Tenant shall fail to do so within 10 days of Landlord’s request, Landlord may draw the full amount of the letter of credit and treat such amount as a cash security deposit to be used as set forth Section 4.2.

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     5.4 Environmental Matters.

          (a) Hazardous Materials. Tenant shall not cause, or permit or allow any of Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, assignees, or subtenants (collectively, “Tenant’s Parties”) to cause or permit any Hazardous Materials to be brought upon, stored, manufactured, generated, blended, handled, recycled, treated, disposed or used on, under or about the Premises, the Building, the Common Areas, or the Project, except for (i) materials for equipment such as batteries, cooling systems, and diesel generators, or (ii) routine office and janitorial supplies in usual and customary quantities, all stored, used, and disposed of in accordance with applicable Environmental Laws. As used herein, “Hazardous Materials” means any chemical, substance, material, controlled substance, object, condition, waste, living organism or combination thereof which is or may be hazardous to human health or safety or to the environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects, including, without limitation, petroleum and petroleum products, asbestos, radon, polychlorinated biphenyis (PCBs) and all of those chemicals, substances, materials, controlled substances, objects, conditions, wastes, living organisms or combinations thereof which are now or become in the future listed, defined or regulated in any manner by an Environmental Law based upon, directly, or indirectly , such properties or effects. As used herein, “Environmental Laws” means any and all federal, state or local environmental, health or safety-related laws, regulations, standards, decisions of courts, ordinances, rules, codes, orders, decrees, directives, guidelines, permits or permit conditions, currently existing and as amended, enacted, issued or adopted in the future which are or become applicable to Tenant, the Premises, the Building, the Common Areas or the Project. Tenant and Tenant’s Parties shall comply with all Environmental Laws and promptly notify Landlord of the violation of any Environmental Law or presence of any Hazardous Materials, other than the exceptions permitted above, on the Premises.

          (b) Environmental Audit. Upon reasonable prior notice to Tenant, Landlord may retain an environmental consultant or engineer to conduct an audit or environmental assessment of the Premises and Tenant’s compliance with applicable laws, rules and regulations. Tenant shall extend its full cooperation with the audit or investigation. If Tenant is found not to be substantially in compliance with applicable law, the entire cost of the audit or assessment shall be paid by Tenant to Landlord upon demand; otherwise the cost shall be borne by Landlord.

          (c) Indemnification. Tenant shall indemnify, protect, defend (by counsel acceptable to Landlord) and hold harmless Landlord and its partners, members, directors, officers, employees, shareholders, lenders, agents, contractors and each of their respective successors and assigns (individually and collectively, “Indemnitees”) from and against any and all claims, judgments, causes of action, damages, penalties, fines, taxes, reasonable costs, liabilities, losses, and reasonable expense arising at any time during or after the Term as a result (directly or indirectly) of or in connection with (i) Tenant’s or Tenant’s Parties’ breach of any prohibition or provision of this Section, or (ii) the presence of Hazardous Materials on, under or about the Premises or other property as a result (directly or indirectly) of Tenant’s or Tenant’s Parties’ activities or failure to act, in connection with the Premises. This indemnity shall include the cost of any required or necessary repair, cleanup or detoxification, and the preparation and implementation of any closure, monitoring or other required plans, whether such action is required or necessary prior to or following the termination of this Lease. Neither the written

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consent by Landlord to the presence of Hazardous Materials on, under or about the Premises, nor the strict compliance by Tenant with all Environmental Laws, shall excuse Tenant from Tenant’s obligation of indemnification pursuant hereto. Landlord shall defend, indemnify, and hold harmless Tenant, its officers, partners, members, directors, shareholders, employees, agents, and contractors and each of their respective successors and assigns from and against any and all judgments, causes of action, damages, penalties, fines, taxes, reasonable costs, liabilities, and reasonable expenses arising at any time during or after the Term as a result of Landlord’s use of Hazardous Materials in the Common Areas, unless and to the extent caused by any breach of Tenant’s obligations hereunder. Landlord’s and Tenant’s obligations pursuant to the foregoing indemnities shall survive the termination of this Lease.

6. TAXES

     6.1 Tenant’s Taxes. Tenant shall pay, prior to delinquency, all taxes assessed against or levied upon Tenant’s trade fixtures, furnishings, equipment and other personal property located in or upon the Premises. Tenant shall cause the trade fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of which the Premises form a part. If any of Tenant’s trade fixtures, furnishings, equipment, and other personal property is assessed and taxed with the real property, Tenant shall pay to Landlord Tenant’s share of the taxes within ten days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of the taxes applicable thereto.

     6.2 Rental Taxes. Tenant shall, simultaneously with the payment of any sums required to be paid under this Lease as rent, additional rent, or otherwise, pay Landlord for any sales, use, rental, transaction privilege, or other excise tax imposed or levied on, or measured by, the amount of rent paid. If any tax, surcharge or regulatory fee is imposed by any governmental authority upon or with respect to parking, parking fees paid or received, parking spaces, or vehicles parking in the parking spaces in the Common Areas, Tenant shall pay the same as additional rent hereunder with the monthly installments of Base Rent or as otherwise required from time to time by Landlord.

7. PARKING AND COMMON AREAS

     7.1 Common Areas. All parking areas, access roads, driveways, pedestrian sidewalks and ramps, landscaped areas, drainage facilities, exterior lighting, signs, courtyards, corridors, public restrooms, and other areas and improvements (collectively, the “Common Areas”) provided by Landlord for the general use in common of tenants, their officers, agents, employees, customers and other invitees shall at all times be subject to the exclusive control and management of Landlord and Landlord shall have the right from time to time to modify, enlarge, or eliminate the same and to establish, modify and enforce reasonable rules and regulations with respect thereto. Tenant’s right to use the Premises includes the non-exclusive right to use the Common Areas.

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     7.2 Parking. Tenant shall have the non-exclusive right free throughout the Term to use those spaces in the Project which are not otherwise reserved for third parties. No storage of vehicles or parking for more than 24 hours is allowed without Landlord’s prior written consent. Tenant acknowledges and agrees that Landlord is not liable for damage, loss or theft of property or injury to persons in, upon or about the parking area from any cause whatsoever. Landlord shall have the right to establish, and from time to time change (including relocating reserved parking spaces), alter and amend, and to enforce against all users of the parking area such reasonable requirements and restrictions as Landlord deems necessary and advisable for the proper operation and maintenance of the parking area. If at any time Landlord reasonably determines that any tenant of the Building (including Tenant) is using more than its proportionate share of parking spaces and, as a result, other tenants are experiencing parking problems, Landlord may take reasonable steps to insure that no tenant (including Tenant) uses more than its proportionate share of spaces.

8. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES

     8.1 Operating Costs. “Operating Costs” shall mean those costs and expenses directly associated with managing, operating, maintaining, and repairing the Building and the Project, including the roof, any skylights, interior and exterior walls, including the cost of: service and maintenance contracts; fire sprinkler monitoring charges; energy management costs; real property taxes and general and special assessments; wages, salaries and employee benefits of persons directly performing services in connection with the Building or the Project; Common Area utilities; parking lot sweeping, sealing, patching and restriping; public liability and property damage insurance, fire and extended coverage insurance, tenants’ environmental insurance, and rent interruption insurance; supplies, materials, tools, parts, and equipment; equipment rental charges; bookkeeping, accounting, legal and other reasonable professional charges and expenses directly incurred in the management, operation or maintenance of the Building; fees for permits and licenses; administrative expenses directly incurred in the management, operation or maintenance of the Building; taxes other than real property taxes; service and maintenance contracts; signage; landscaping; and a management fee of 10% of the total operating costs except the management fee itself (“Operating Costs”). The cost of capital improvements incurred by Landlord to comply with Laws in the Common Areas shall be amortized over its useful life and the amortization amount included in Operating Costs.

     8.2 Exclusions from Operating Costs. Operating Costs shall not include:

          (a) Amounts reimbursed by other sources, such as insurance proceeds, condemnation proceeds, warranties, judgments or settlements;

          (b) Utilities or other expenses paid directly by tenants to suppliers or paid by tenants to Landlord for separately metered or special services;

          (c) Ground rents;

          (d) Payments on any mortgage or other encumbrance;

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          (e) The cost of construction of tenant improvements;

          (f) The cost of replacements (but not repairs) of structural elements;

          (g) Leasing commissions;

          (h) The cost of correction of defects in material or workmanship in the initial construction of the Project;

          (i) The cost of general overhead and administrative expenses (including accounting and legal fees) of Landlord not directly related to the operation of the Project;

          (j) The cost of negotiating or enforcing leases of other tenants;

          (k) The cost of alterations within the leased premises of tenants for their sole or principal benefit;

          (1) Fines, penalties, interest, and late fees or similar costs incurred by Landlord;

          (m) Overhead and profit paid to subsidiaries or affiliates of Landlord for services or materials to the extent that the costs of those items would not have been paid had the services and materials been provided by unaffiliated parties on a competitive basis;

          (n) Rentals and other related expenses incurred in leasing air conditioning systems, elevators, or other equipment ordinarily considered to be of a capital nature, except janitorial equipment which is not affixed to the Building;

          (o) The cost of maintaining and operating parking facilities for the use of which Landlord levies a separate charge unless the income from such facilities is a credit against Operating Costs;

          (p) The cost of acquiring sculpture or artwork;

          (q) Advertising, marketing, or promotional expenditures; or

          (r) The cost of environmental remediation.

     8.3 Payment of Tenant’s Pro Rata Share of Operating Costs. Commencing on January 1, 2001, on the first day of each month Tenant shall pay a monthly advance charge on account of Tenant’s pro rata share of the Operating Costs. The amount of the monthly charge shall be established by Landlord and may be adjusted from time to time by Landlord to reflect the actual cost.

     8.4 Statement of Operating Costs. Within 120 days after the end of each fiscal year as established by Landlord, Landlord shall provide to Tenant a reasonably detailed summary of the actual Operating Costs showing Tenant’s actual share and the amount by which Tenant has overpaid or underpaid (the “Statement”). Any overpayment shall be credited to Tenant’s Operating Costs account no later than the beginning of the next monthly period. Any deficiency

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shall be payable within 30 days after receipt of the Statement. In the alternative, Landlord may, at its option during all or part of the Term of the Lease, bill Tenant for Tenant’s Pro Rata Share of Operating Costs, in arrears, based on actual costs as they are incurred, in which case Tenant shall pay the invoice within 30 days after receipt.

     8.5 Audit. Tenant may audit Landlord’s books and records concerning Operating Costs for the year preceding the year in which the audit takes place. Tenant may not audit more frequently than one time per year. The audit shall be conducted by a qualified person within 30 days after the notice from Tenant to Landlord.

     8.6 Allocation. Landlord’s allocation methodology shall be consistent throughout the Lease Term. Landlord may, in a reasonable manner, allocate insurance premiums for so-called “blanket” insurance policies which insure other properties as well as the Building and said allocated amount shall be deemed to be an Operating Cost. Further, if certain services are supplied to some but not all tenants of the Building, Landlord may make appropriate adjustments so that the cost of such services are borne by those tenants receiving such services. If Landlord selects the accrual accounting method rather than the cash accounting method for Operating Costs purposes, Operating Costs shall be deemed to have been paid when such expenses have accrued. Operating Costs for the fiscal year in which this Lease commences or terminates shall be apportioned so that Tenant shall not be responsible for costs that relate to periods prior to or subsequent to the Term of this Lease except any period of holding over.

     8.7 Gross-up. Operating Costs shall be adjusted to reflect the level of occupancy such that the cost of services provided to tenants, if any, which are not provided to vacant space or are provided to vacant space to a reduced degree, are distributed among those tenants enjoying the services. The adjustment shall be made based upon sound accounting principles to project costs at a 95% occupancy level whenever the actual occupancy rate is less than 95%. In no event shall the adjustment result in reimbursement to Landlord of an amount in excess of actual costs incurred by Landlord.

9 CONSTRUCTION

     9.1 Landlord’s Work. Landlord, at Landlord’s sole cost and expense shall construct in a workmanlike manner and in accordance with all applicable Laws the Landlord’s Work described in Exhibit C. Landlord will substantially complete any of Landlord’s Work which materially interferes with Tenant’s ability to use the Premises in accordance with the Lease on or before the Rent Commencement Date. Tenant acknowledges that it is accepting the Premises in unfinished condition and that Landlord has no obligation to design or construct improvements or to make alterations in the Premises except for Landlord’s Work. Any changes in Exhibit C shall be subject to approval by both Landlord and Tenant. Any defects in the alterations or additions constructed by Landlord shall automatically be waived unless specified in a written punch list delivered to Landlord within 30 days after Tenant takes possession.

     9.2 Tenant’s Work. Commencing on the date this Lease is fully executed, Landlord shall permit Tenant and Tenant’s representatives to enter the Premises so that Tenant may do such work, excluding Landlord’s Work, as may be required by Tenant to make the Premises ready

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for Tenant’s use and occupancy (“Tenant’s Work”). Such permission is conditioned upon Tenant and its agents, contractors, employees and invitees not interfering with Landlord’s Work in the Premises or other work Landlord is conducting in the Project, if any, and shall be subject to all the terms of this Lease except Tenant’s obligation to pay Base Rent. Tenant acknowledges and agrees that Landlord is not liable in any way for any injury,loss or damage which may occur to Tenant, its agents, contractors, employees, or invitees or to Tenant’s Work and installations made in the Premises, all of the same being at Tenant’s sole risk. Tenant acknowledges that Landlord will be conducting Landlord’s Work in the Premises and other work in the Project concurrently with Tenant’s Work, and Tenant agrees to reasonably cooperate with Landlord in order to avoid interference with Landlord’s construction activities. Tenant shall have the right to use the loading dock subject to (a) coordinating such use with Landlord’s and other tenants’ activities in the Building and (b) as to after hours usage, a reasonable charge to reimburse Landlord for its actual costs in providing such access. Tenant shall compensate Landlord at the normal hourly rate as set forth in Exhibit F for the services of Landlord’s engineering personnel in connection with Tenant’s Work.

     9.3 Alterations and Approval. Promptly after delivery of the Premises and before commencement of Tenant’s Work, Tenant shall deliver to Landlord plans and specifications (the “Design Plans”) showing Tenant’s Work, for Landlord’s approval and consent, which shall not be unreasonably withheld or delayed, except that Landlord reserves the right to withhold consent in Landlord’s sole discretion for Tenant’s Work affecting the structure, roof, safety, efficiency, or security of the Building, the Building systems (“Systems”) and equipment (“Equipment”) which affect the Premises and other space in the Building, or the appearance of the Premises from any Common Areas. The Design Plans shall comply with the requirements of the Building Standards and Operational Manual (the “Manual”) and shall include all improvements contemplated under this Article 9, including, without limitation, demising walls, generators, antennae or satellite or microwave dishes, HVAC, conduits, cabling, fiber optics, and all matters which Landlord is entitled to approve. At the time Tenant submits the Design Plans to Landlord, Tenant shall provide Landlord with notice of whether Tenant’s Work will involve or affect any Hazardous Materials, whether such materials are customary and usual based on standard industry practices, and all other reasonable details relating thereto. Landlord will promptly review the Design Plans and any changes thereto, making reasonable efforts to complete Landlord’s review within five business days after Landlord’s receipt of the initial Design Plans, and will give Tenant notice of Landlord’s reasonable objections thereto, if any. Within five days after receipt by Tenant of Landlord’s objections to the Design Plans (including omissions therefrom) Tenant shall revise and resubmit the Design Plans for Landlord’s review. The final Design Plans approved by Tenant and Landlord are the “Final Plans”, Tenant shall compensate Landlord at the normal hourly rate as set forth in Exhibit F for review of the Design Plans and supervision of Tenant’s Work.

     9.4 Landlord’s Review. Neither review nor approval by Landlord of the Design Plans or Final Plans shall constitute a representation or warranty by Landlord that any of the Plans either (i) are complete or suitable for their intended purpose, or (ii) comply with applicable laws, ordinances, codes and regulations, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness, suitability, or compliance. Further, it is understood and agreed that any and all inspections of the Tenant’s Work made by Landlord, its consultant or their respective agents, employees and/or designees shall be solely for Landlord’s own information and shall not be

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deemed to have been made for or on account of Tenant or any other party and Tenant hereby specifically relieves Landlord of any and all liability or responsibility relating in any way whatsoever to the construction of the Tenant’s Work, including but not limited to, the work thereon, the materials or labor supplied in connection therewith, and any errors, inconsistencies or other defects in the Final Plans.

     9.5 Approval Conditions. Landlord reserves the right to impose reasonable requirements as a condition of such consent or otherwise in connection with Tenant’s Work, including requirements that Tenant: (a) submit for Landlord’s information the names, addresses and background information concerning all of the major architects, engineers, contractors, subcontractors and suppliers Tenant proposes to use, (b) obtain and post permits, (c) submit conditional and final lien waivers in compliance with Arizona law for all architects, engineers, contractors, subcontractors, and suppliers performing Tenant’s Work, (d) permit Landlord or its representatives, upon reasonable notice, to inspect Tenant’s Work at reasonable times, and (e) comply with such other reasonable requirements as Landlord may impose concerning insurance coverage and the manner and times in which Tenant’s Work shall be done. Within 30 days after completion of Tenant’s Work, Tenant shall provide Landlord with a copy of the complete construction drawings for the build-out (as-built drawings) of the Premises.

     9.6 Performance of Tenant’s Work. Tenant shall not unreasonably disrupt other tenants of the Building during the build-out and installation of Tenant’s Work. Tenant’s Work shall be performed: (a) in a thoroughly first class, professional and workmanlike manner, (b) only with materials that are new, high quality, and free of known material defects, (c) strictly in accordance with the Final Plans approved by Landlord, (d) so as not to adversely affect the Systems and Equipment or the structure of the Building or the Project, (e) diligently to completion and so as to avoid any unreasonable disturbance, disruption or inconvenience to other tenants and the operation of the Building, (f) in compliance with all Laws and other provisions of this Lease, and (g) in compliance with such other reasonable requirements as Landlord may impose concerning the manner and times in which such Tenant’s Work shall be done. Any floor, wall or ceiling coring work or penetrations or use of noisy or heavy equipment which may unreasonably interfere with the conduct of business by other tenants shall, at Landlord’s option, be performed at times other than Landlord’s normal business hours at Tenant’s sole cost. If Tenant fails to perform Tenant’s Work as required herein or the materials supplied fail to comply herewith or with the specifications approved by Landlord, and Tenant fails to cure such failure within ten business days after notice by Landlord (except notice shall not be required in emergencies), Landlord shall have the right to stop Tenant’s Work until such failure is cured (which shall not be in limitation of Landlord’s other remedies).

     9.7 Additional Provisions. Tenant may, at Tenant’s sole cost, with prior written notice to Landlord and Landlord’s written permission, which shall not be unreasonably withheld, install certain heating, air conditioning, and ventilation units in the area designated by Landlord adjacent to the west face of the Building (at no additional charge), and, during the Term of this Lease, add HVAC capacity or expand existing HVAC, including supply and return piping and drains. Landlord’s prior written approval shall be obtained as to location, machinery, and plans and specifications. Tenant shall have the right to remove or cap any heating system or supply an air system serving the Premises, to install drains for the HVAC equipment, and to relocate the reconnect primary air ductwork and/or secondary water piping located in the Premises. All such

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installation shall be done in compliance with the provisions of this Article 9 and Tenant shall use all due care and shall not injure the Building in such installation. Subject to compliance with the Manual and Landlord’s prior approval of plans and specifications therefor, Tenant, at Tenant’s sole expense, may (a) convert the present sprinkler system within the Premises to a dry pipe pre-action system, (b) relocate or encase any water mains or other water pipes running through or adjacent to the Premises, (c) install an FM 200 gas system in the Premises, or (d) install any other fire suppression system approved by Landlord. Such system may be connected with the Building life safety system if compatible, at Tenant’s sole expense. Tenant may place a UPS system and associated batteries in the Premises in a location approved in advance by Landlord. Landlord may provide a Building grounding system and , if so, Tenant may tie into the Building grounding system.

     9.8 Provisions Concerning Installations on and Access to Roof. No installations or equipment may be placed on the roof of the Building. Landlord agrees to not unreasonably withhold its consent to the placement of antenna and satellite dishes on the walls adjacent to the Premises. Landlord is hereby released from all liability and responsibility for, and Tenant will be solely responsible for, all costs and expenses, including, but not limited to, those arising from leaks, resulting from Tenant’s installation, maintenance, use, or operation of any satellite dish, antenna, or related equipment. Tenant represents and warrants to Landlord that Tenant’s reception and transmission equipment will not interfere with the reception and transmission of signals by the equipment of other tenants and occupants of the Building.

     9.9 Generator. Tenant, at Tenant’s sole expense, may install two 2,000 KW, 480 volt diesel emergency generator, including fuel tank or tanks containing up to ___ gallons in the aggregate of capacity, related piping and conduits connecting the generator to the Premises and to the automatic transfer switch, piping from the fuel tank to the fuel fill, and grounding system, using space outside of the Building and north of the loading dock designated by Landlord, according to plans and specifications approved in advance by Landlord and in compliance with the Manual and all applicable Laws (which approvals shall require the construction of an enclosure which is consistent with the design of the Building). Tenant shall have the right to install a generator plug in compliance with the Manual on the outside of the Building adjacent to the loading dock areas for the purpose of connecting the Premises to a portable generator in the event of a Building power failure. Tenant shall have the right to test Tenant’s generator on a weekly basis at times reasonably agreed upon between Landlord and Tenant in advance (or as set forth in reasonable rules formulated by Landlord), and Tenant shall be responsible, at Tenant’s sole expense, for maintaining, testing, refueling, and cleaning the generator and any fuel tanks, all in compliance with applicable law: Tenant may place a DC power plant and associated batteries within the Premises, subject to Landlord’s prior approval of location.

     9.10 Floor Loading Capacity. Tenant may, at Tenant’s sole expense, subject to Landlord’s prior consent, which consent shall not be unreasonably withheld or delayed, and the requirements of this Lease, reasonably reinforce the floor loading capacity of the Premises, so long as the reinforcement is entirely within the Premises. If Tenant does so with Landlord’s consent, Tenant shall not be required to return the reinforced areas to their original condition.

     9.11 Liens. Tenant shall pay all costs for Tenant’s Work when due. Tenant shall keep the Project and the Premises free from any mechanic’s, materialmen’s, architect’s, engineer’s or

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similar liens or encumbrances, and any claims therefor, in connection with any of Tenant’s Work. Tenant shall remove any claim, lien, or encumbrance of record relating to, caused by or resulting from Tenant’s Work, by bond or otherwise within 30 days after notice from Landlord. If Tenant fails to do so, Landlord may pay the amount (or any portion thereof) or take such other action as Landlord deems necessary to remove such claim, lien, encumbrance, without being responsible for investigating the validity thereof. The amount so paid and costs incurred by Landlord shall be deemed additional rent under this Lease payable within 30 days after demand, without limitation as to other remedies available to Landlord. Nothing contained in this Lease shall authorize Tenant to do any act which subjects Landlord’s title to, or any lender’s interest in, the Building or any part of it to any such claims, liens, or encumbrances, whether claimed pursuant to statute or other law or express or implied contract.

     9.12 Security System. Tenant may, at Tenant’s sole expense and subject to Landlord’s reasonable prior written approval, install a security system (such as a cardkey system) for access to the Premises and may retain supplemental security services with respect to the Premises so long as such systems and services are compatible with Landlord’s security measures for the Building. Tenant shall provide Landlord with a reasonable means of access to the Premises through such security system to allow Landlord to exercise its rights and perform its obligations under this Lease and if such systems are changed or modified, Tenant shall immediately notify Landlord and provide such means of access.

10. REPAIR/MAINTENANCE/UTILITIES/ACCESS

     10.1 Landlord’s Responsibilities. Subject to the provisions of Article 8, Landlord shall maintain the Building and the Project in good condition and repair, including the Common Areas, the roof and structural elements of the Premises, and all utility lines below grade or in the Common Areas. Landlord shall not be responsible to make any non-routine repairs or perform any non-routine maintenance which is Landlord’s responsibility under this Lease unless written notice of the need for such repairs or maintenance is given by Tenant; Landlord shall have a reasonable time following receipt of such notice to commence such repairs or maintenance. In the event Tenant or Tenant Parties misuse or intentionally or negligently damage the Premises, the improvements contained therein, or the Project, Tenant shall reimburse Landlord for the cost of repair or maintenance related to the misuse or damage, plus a 10% administrative fee for such work, within 30 days after written request therefor, accompanied by evidence reasonably supporting such costs. Except in the case of a fire or casualty as provided in Article 14 or as provided below in this Section 10.1, there shall be no abatement of rent and no liability of Landlord by reason of any entry into the Premises, interruption of services or facilities, temporary closure of Common Areas, or temporary interference with Tenant’s business arising from the making of any repairs or maintenance. Notwithstanding anything to the contrary in this Section 10.1 (but subject to Section 10.4 below), if either (a) Tenant’s utilities are interrupted in the Premises for a period of more than three days due to the gross negligence or intentional misconduct of Landlord or any of its agents, (b) if any Landlord provided services or facilities are interrupted for a period of more than three days due to the gross negligence or intentional misconduct of Landlord or any of its agents, or (c) if there is any temporary interference with Tenant’s business (not included in (a) or (b) above) for a period of more than three days as a

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result of the making of any repairs or maintenance by Landlord or any of its agents, and, in each case, as a result Tenant is unable to conduct its ordinary business operations in the Premises, Base Rent shall equitably abate for such a period of time, retroactive to the date of utility or service interruption. Abatement of rent shall be Tenant’s sole remedy in such circumstances.

     10.2 Tenant’s Obligations. Tenant shall maintain the interior of the Premises and the improvements installed by Tenant (including all HVAC equipment, generators and fuel tanks) in good condition and repair. If Tenant does not comply with its obligations under this Section, Landlord may, upon reasonable prior notice to Tenant (or without notice in the event of an emergency), but need not, make such repairs and replacements or obtain maintenance and service contracts, and Tenant shall pay Landlord the cost thereof upon demand.

     10.3 Janitorial Services. Tenant shall be responsible for providing janitorial services for the Premises.

     10.4 Utilities. All utility charges for the Premises shall be separately metered or submetered. Tenant shall pay directly to the supplier for any utility which it uses in the Premises that is separately metered by such supplier and shall pay to Landlord, prior to delinquency, for any utilities supplied to the Premises that are measured by a submeter which is part of a master meter for the Project or any portion thereof. Landlord may elect to supply any utility to the Building; in such event, Landlord’s charges for such utility shall not greater than the rates for comparable service to Tenant directly from the applicable public utility supplying the area. Landlord and Tenant acknowledge that Landlord may from time to time, upon reasonable prior notice to Tenant, upgrade, perform routine maintenance, or change the utilities available to the Building and the Premises to comply with local law or the requirements of the power suppliers, and that these activities will necessarily involve interruptions in Tenant’s utility service. Except as set forth in Section 10.1 above, Landlord shall have no liability for interruption of utilities.

     10.5 Telecommunication Services. Subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, Tenant may have access at no additional rental cost (but at Tenant’s sole expense) and at any time during the Term to empty conduit space in the Building for Tenant’s use in accordance with plans and specifications approved in advance by Landlord and subject to Landlord’s reasonable restrictions. Tenant shall have the right at no additional rental cost (but at Tenant’s sole expense) and at any time during the Term to install any additional conduit and facilities required in order to connect Tenant’s generators, power, HVAC equipment and piping, antennas, grounding, and related equipment and for any other purpose not inconsistent with the design of the conduit and riser space. As to any of the foregoing work which concerns or affects parts of the Building or the Project not within the Premises, Landlord may require that the work be inspected by Landlord or its contractors for conformance with approved plans and specifications (as reasonably approved by Landlord), at Tenant’s expense. All such work shall comply with the provisions of Article 9. Subject to Landlord’s prior consent as to location and installation (which consent shall not be unreasonably conditioned, withheld, or delayed), Tenant may run telecommunication cables from the Premises to exit the Building and to the boundary of the land on which the Building is located.

     10.6 Access. Subject to compliance with Landlord’s Rules and Regulations, Tenant and its representatives shall have access to and the right to enter the Premises seven days per week, on

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a 24-hour per day basis. In addition, if and to the extent necessary to access any of its cabling and conduit equipment located outside the Premises, upon reasonable prior notice to Landlord, Tenant shall have access thereto on a seven day per week, 24-hour a day basis; provided, however, Tenant acknowledges that a Building engineer or other Building representative may be required to accompany any persons gaining access to areas outside the Premises and that the hourly charges for such engineer or representative shall be payable by Tenant.

11. TENANT’S WORK, ALTERATIONS AND PERSONAL PROPERTY

     Tenant shall not commence Tenant’s Work or any alterations, additions or improvements to the Premises, including signs, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, it being acknowledged that Landlord shall have sole discretion in matters concerning or affecting the Building structure, roof, Systems, Equipment, safety, riser and shaft capacity, and the rights of other tenants or occupants. Notwithstanding the foregoing, for work which (i) will cost less than $100,000 in the aggregate with all other work during any year, and (ii) does not affect the Building structure, roof, Systems, Equipment, safety, riser and shaft capacity, or the rights of other tenants or occupants, Landlord’s consent is not required. All Tenant’s Work, alterations, additions, or improvements shall be made or done in accordance with plans and specifications approved by Landlord and shall be subject to the provisions of Sections 9.3 through 9.12 above. If Landlord reasonably deems it advisable, Landlord may condition its consent upon provision of a payment bond, in amount and form reasonably satisfactory to Landlord, covering the work to be done by Tenant’s contractor. Any part of Tenant’s Work, alterations, additions or improvements to the Premises, including signs, but not including movable furniture, Tenant’s equipment and trade fixtures, shall, at Landlord’s option, at the termination or expiration of this Lease or of Tenant’s right to possession, become a part of the realty and belong to Landlord. Except as specifically provided in this Lease, Tenant shall not install any antenna, satellite dish or other fixture or equipment on the roof or in the Common Areas. In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, they shall be made by Tenant at Tenant’s sole cost and expense. Any contractor or person selected by Tenant to perform work within the Premises must first be reasonably approved in writing by Landlord. Tenant’s Work and all alterations and improvements shall be constructed of new materials, in a good workmanlike manner, in accordance with applicable Laws. Upon the expiration or sooner termination of the Term of this Lease or of Tenant’s right to possession, Tenant shall, upon demand by Landlord, at Tenant’s sole cost and expense, forthwith remove any alterations, additions or improvements made by Tenant, designated by Landlord (at the time of Landlord’s approval of the plans for the improvement) to be removed, and Tenant shall, forthwith at its sole cost and expense, repair any damage to the Premises caused by such removal and restore the Premises to a condition reasonably comparable to their condition at the commencement of the Lease (reasonable wear and tear excluded).

12. CERTAIN RIGHTS RESERVED BY LANDLORD

     Landlord shall have the right:

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          (a) To change the Project’s name or street address;

          (b) To enter the Premises either personally or by a designated representative, upon no less than 24 hours prior notice to Tenant and, at Tenant’s option, escorted by Tenant’s representative, for the purpose of access to risers, examination, inspection, or performing Landlord’s obligations hereunder (except in the event of an emergency when no notice or escort shall be required), and in showing the Premises to prospective lenders or purchasers;

          (c) To enter the Premises either personally or by a designated representative, at Tenant’s option accompanied by a representative of Tenant, upon 24 hours prior notice to Tenant during the last nine months of the Term, for purposes of showing the Premises to prospective tenants;

          (d) To grant to anyone the exclusive right to conduct any business or render any service in or to the Project, provided such exclusive right shall not operate to exclude Tenant from the Permitted Use;

          (e) To retain at all times and to use, subject to the foregoing limitations, keys (including card keys) to all doors within and into the Premises. No locks shall be changed without the prior written consent of Landlord. This provision shall not apply to Tenant’s safes, or other areas maintained by Tenant for the safety and security of monies, securities, negotiable instruments or like items; and

          (f) To restrict or prohibit vending or dispensing machines of any kind in or about the Premises, except to the extent such machines are used solely for the personal use of Tenant, its employees, licensees, and agents and are not visible from the Common Areas.

13. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE

     13.1 Tenant’s Responsibility. Tenant shall defend, indemnify and hold Landlord harmless from any and all claims arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises, regardless of fault or negligence which is imputed to Landlord as the owner of the Project but which involves a condition of the Premises within the control of Tenant, its employees or contractors. Tenant shall further defend, indemnify and hold Landlord harmless from any and all claims arising from any breach or default in the performance of this Lease by Tenant, or arising from any act or negligence of Tenant, or of its agents or employees, and from all costs, attorneys’ fees, expenses and liabilities incurred as a result of any such claim. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, in, upon, or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, unless caused by the gross negligence or willful misconduct of Landlord, its agents or employees. Landlord shall not be liable for loss of or damage to any property by theft or otherwise, or for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of any building or from the pipes, appliances or plumbing works therein, or from the roof, street

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or subsurface, or from any other place resulting from dampness or any other cause whatsoever. Landlord shall not be liable for interference with the natural light. Tenant shall give immediate notice to Landlord of any fire, accident or defect discovered with the Premises or the Building. Tenant acknowledges that it can protect itself against any or all of the foregoing risks by procuring appropriate insurance.

     13.2 Tenant’s Insurance. Throughout the Term of this Lease, Tenant shall maintain ISO Special Form property insurance, including building and machinery comprehensive form, in an amount equal to 100% of the replacement value of Tenant’s trade fixtures, equipment, and other personal property located on the Premises together with such other insurance as may be reasonably required by Landlord’s lender or by any government agency. All proceeds of Tenant’s policy of property insurance shall be payable to Tenant, and all proceeds of policies of insurance procured by Landlord shall be payable to Landlord. Tenant hereby waives any right to recovery from Landlord and Landlord hereby waives any right of recovery from Tenant for any loss or damage (including consequential loss) resulting from any of the perils insured against in the special form property insurance policy with extended coverage endorsement. During the Term of this Lease, Tenant shall, at Tenant’s expense, maintain commercial general liability insurance against claims for personal injury, death or property damage occurring in, upon or about the Premises in an amount not less than $3,000,000 per occurrence and $3,000,000 annual aggregate (with a separate general aggregate limit for the Premises), automobile liability insurance with a combined single limit or equivalent in an amount not less than $2,000,000, and workers’ compensation insurance as required by law. Tenant’s policies of liability insurance shall name Landlord as an additional insured, shall provide coverage for blanket contractual liability, premises, products/completed operations, and personal and advertising injury coverage. Tenant’s policies of insurance shall be primary and not contributory as to other insurance purchased by or available to Landlord, and shall have retentions or deductibles reasonably acceptable to Landlord. A certificate of the insurance required to be carried by Tenant under this Article 13 shall be delivered to Landlord prior to the Commencement Date and thereafter at least 30 days prior to the expiration of the then current policies. Upon the written request of Landlord, copies of such policies shall also be delivered to Landlord. Each policy shall contain an endorsement prohibiting cancellation or non-renewal without at least 30 days prior notice to Landlord.

14. FIRE AND CASUALTY

     Except as hereafter provided, if the Premises are wholly or partially destroyed or damaged by fire or other casualty, Landlord shall restore the Premises with reasonable diligence; provided, however, that Landlord shall have no obligation to restore improvements not originally provided by Landlord or to replace any of Tenant’s fixtures, furnishings, equipment, or personal property and Tenant shall be responsible for refixturing the Premises and reinstalling its equipment. Landlord need not commence repairs until a substantial portion of the insurance proceeds are available and shall not be required to expend more than the actual insurance proceeds received. Proceeds of insurance payable with respect to a fire or other casualty shall be received and held by Landlord. In the event the Premises are destroyed or damaged by any fire or casualty not covered by the insurance maintained by Landlord or to the extent of not less than 25% of the replacement cost thereof, or if the fire or casualty occurs within the last year of the Term of the Lease, then

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Landlord or Tenant shall have the option to terminate this Lease by giving notice to the other party within 60 days after the occurrence of such damage or destruction, in which case Landlord shall retain all insurance proceeds with respect to the Premises as its own property. If Landlord does not terminate this Lease as provided above, this Lease shall continue in full force and effect, but Base Rent shall be equitably abated until the restoration is substantially complete. The provisions of this Lease shall govern when this Lease is terminable as a result of a fire or casualty and no other rule or statute on the subject applies. In the event that the Lease is terminated, Tenant is entitled to reimbursement for any prepaid rent. Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises, Building or Project requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice to Tenant within 15 days after such requirement is made by any such holder, whereupon the Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the Term.

15. CONDEMNATION

     If any portion of the Premises is appropriated or taken under the power of eminent domain which Tenant determines in its reasonable judgment renders the Premises unusable by Tenant, either Landlord or Tenant shall have the right to terminate this Lease, as of the date Tenant is required to vacate the appropriated or condemned part of the Premises, by giving notice in writing of such election within 30 days after receipt by Tenant from Landlord of written notice that Tenant’s Premises have been or will be so appropriated or taken. Notwithstanding the foregoing, Landlord may only exercise its option to terminate this Lease under this Article 15 if Landlord terminates the leases of all other similarly situated tenants occupying premises in the Building which are also subject to the taking. If neither Landlord nor Tenant elects to terminate this Lease, or if no portion of the Premises is appropriated or taken under the power of eminent domain by any public or quasi-public authority exercising such power as to the Building, then Landlord shall restore the Premises to the extent practicable to their condition prior to the taking, and thereafter the Base Rent shall be reduced on an equitable basis, taking into account the relative value of the portion of the Premises taken as compared to the portion remaining. All awards or compensation for any taking of any part of the Premises, whether payable to Landlord or Tenant, shall be the sole property of Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to receive the portion of an award of compensation relating to damage to or loss of trade fixtures or other personal property belonging to Tenant. Landlord shall be under no obligation to restore or replace Tenant’s furnishings, trade fixtures, equipment and personal property. In the event that the Lease is terminated, Tenant is entitled to reimbursement for any prepaid rent. For the purposes of this Article 15, a voluntary sale or conveyance in lieu of condemnation shall be deemed an appropriation or a taking under the power of eminent domain.

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16. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD

     16.1 Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall not, either voluntarily or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employees, without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assets.

     16.2 Permitted Transfers. Notwithstanding the foregoing, so long as the original tenant is Tenant under this Lease, Tenant may assign its interest under this Lease or sublease any portion of the Premises to an Affiliate (as defined below), provided that (a) the Affiliate is a reputable entity with a tangible net worth, determined on a consolidated basis, if applicable, in accordance with generally accepted accounting principles, that is at least equal to the greater of (i) Tenant’s tangible net worth immediately prior to such transaction, and (ii) Tenant’s tangible net worth on the date of this Lease, and (b) an instrument is executed by the assignee or subtenant under which the transferee assumes all obligations of Tenant under this Lease, and such instrument is delivered to Landlord on or prior to the effective date of such transaction. As used in this Lease, the term “Affiliate” means an entity which (x) controls, is controlled by, or is under common control with Tenant or (y) is Tenant’s successor by merger, acquisition (whether structured as a stock acquisition or the acquisition of substantially all of Tenant’s assets), or consolidation. As used herein, “control” of an entity means the possession, directly or indirectly, of the power to direct

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that entity’s management and policies, whether through the ownership of voting securities or otherwise. A transfer under this Section 16.2 is a “Permitted Transfer”

     16.3 Co-location Not a Transfer. The co-location of equipment is not an assignment or sublease by Tenant, shall not grant any co-locating party any possessory interest in the Premises, and, as between Landlord and Tenant, any rights and liabilities with respect to the co-location or the co-located equipment shall be the sole responsibility of Tenant, including, without limitation, the movement thereof, in and out of the Premises in the same manner and to the same extent as of the co-locators were Tenant and their equipment belonged to Tenant. Notwithstanding the above, the co-location of equipment shall not require the prior written consent of Landlord provided the total area devoted to the co-location of equipment does not exceed 25% of the rentable area of the Premises.

     16.4 Recapture. In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within 60 days following Landlord’s receipt of Tenant’s written notice and accompanying information as required above. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent during the unexpired Term shall abate proportionately. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant. In the event of the recapture of a portion of the Premises by Landlord pursuant to the terms of this Paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC Systems and all reasonable architectural and/or engineering fees.

     16.5 Splitting Profits. If Landlord has approved an assignment of this Lease or a sublease of the Premises as provided above or Tenant has made a Permitted Transfer, then Tenant shall pay to Landlord when and as received by Tenant 50% of any consideration received by Tenant in excess of the Base Rent and other charges then payable by Tenant hereunder (calculated on a per square foot basis), after Tenant has recovered Tenant’s reasonable costs, fees, and expenses incurred in connection with such assignment or sublease, including reasonable brokerage commissions, reasonable costs of architectural and engineering fees, and leasehold improvements required by the assignee or subtenant.

     16.6 Continued Responsibility. Tenant shall remain fully liable for performance of this Lease, notwithstanding any assignment or sublease, for the entire Term, including any Renewal Terms as to which the transferee exercises its option.

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     16.7 Sale of Property. In the event of a sale or conveyance by Landlord of the Premises, Landlord shall be relieved of all future liability for the covenants or conditions, express or implied, in favor of Tenant, and Tenant shall look solely to Landlord’s successor-in-interest. This Lease shall not be affected by any sale, and Tenant shall attorn to the successor-in-interest. If any Security Deposit has been made by Tenant, the successor in interest shall be obligated to return it in accordance with the terms hereof and Landlord shall be discharged from any further liability in reference thereto.

17. ESTOPPEL CERTIFICATE

     17.1 Certification. Tenant shall at any time and from time to time upon not less than 15 days’ prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any; (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if they are claimed; and (c) certifying such other matters relating to this Lease as Landlord may reasonably request. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part.

     17.2 Failure to Provide. Tenant’s failure to deliver a statement within the 15 day time period prescribed above shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) that there are no uncured defaults in Landlord’s performance, and (c) that not more than one month’s rental has been paid in advance.

18. LANDLORD’S REMEDIES

     18.1 Events of Default. The following are events of default:

          (a) Tenant’s failure to pay rent or any other amount due under this Lease within five days after the date due.

          (b) Tenant’s failure to execute, acknowledge and return an estoppel certificate which complies with the requirements of Article 17 or a subordination agreement which complies with the requirements of Article 20 within 15 days after receipt of written request.

          (c) Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise;

          (d) The leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to

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satisfy any judgment rendered thereon and have the same released, and such default shall continue for ten days after written notice thereof to Tenant;

          (e) Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof;

          (f) A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant a bankrupt, or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; or

          (g) Tenant’s failure to perform any other obligation under this Lease within 15 days after notice of nonperformance; provided, however, that if the breach is of such a nature that it cannot be cured within 15 days after receipt of written request, Tenant shall not be deemed to be in default hereunder if cure is commenced promptly (in no event later than 15 days after notice of nonperformance) and diligently pursued to completion within 60 days after receipt of the written request; but if a breach involves an imminent threat to health or safety, Landlord may in its notice of breach reduce the period for cure to such shorter period as may be reasonable under the circumstances.

     18.2 Remedies. Upon the occurrence of an event of default, Landlord, at any time thereafter without further notice or demand, may exercise any one or more of the following remedies concurrently or in succession:

          (a) Terminate Tenant’s right to possession of the Premises by legal process or otherwise, with or without terminating this Lease, and retake exclusive possession of the Premises.

          (b) From time to time relet all or portions of the Premises, using reasonable efforts to mitigate Landlord’s damages. In connection with any reletting, Landlord may relet for a period less than or extending beyond the Term of this Lease and may make alterations or improvements to the Premises without releasing Tenant of any liability. Upon a reletting of all or substantially all of the Premises, Landlord shall be entitled to recover all of its then prospective damages for the balance of the Term of the Lease measured by the difference between amounts payable under this Lease and the anticipated net proceeds of reletting. In no event shall Tenant be entitled to receive any amount representing the excess of avails of reletting over amounts payable hereunder.

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          (c) From time to time recover accrued and unpaid rent and damages arising from Tenant’s breach of the Lease, regardless of whether the Lease has been terminated, together with applicable late charges and interest at the rate of 18% per annum or the highest lawful rate, whichever is less.

          (d) Recover all reasonable attorneys’ fees and other expenses incurred by Landlord in connection with enforcing this Lease, recovering possession, and collecting amounts owed.

          (e) Perform the obligation on Tenant’s behalf or remove equipment installed in contravention of the terms of this Lease and recover from Tenant, upon demand, the entire amount expended by Landlord plus 15% of such amounts for handling, supervision, and overhead.

          (f) Terminate this Lease for any material breach and recover from Tenant all reasonable damages it may incur by reason of such breach, including the reasonable cost of recovering the Premises, and including the worth at the time of such termination of the excess, if any, of the amount of Base Rent and charges equivalent to rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value of the Premises for the remainder of the stated Term, all of which amounts shall be immediately due and payable from Tenant to Landlord.

          (g) Pursue any other remedies available at law or in equity.

     18.3 Subleases. Upon a termination of Tenant’s right to possession, whether or not this Lease is terminated, subtenancies and other rights of persons claiming under or through Tenant: (a) shall be terminated or (b) Tenant’s interest shall be assigned to Landlord. Landlord may separately elect termination or assignment with respect to each such subtenancy or other matter.

19. Tenant’s Bankruptcy Or Insolvency.

     If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time (each a “Debtor’s Law”), Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets (each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article 16, except to the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor’s Law. Without limitation of the generality of the foregoing, any right of any Tenant’s Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to the conditions that:

          (a) Such Debtor’s Law shall provide to Tenant’s Representative a right of assumption of this Lease which Tenant’s Representative shall have timely exercised and Tenant’s Representative shall have fully cured any default of Tenant under this Lease.

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          (b) Tenant’s Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (i) three months’ rent and other monetary charges accruing under this Lease; and (ii) any sum specified in Article 4; and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation, such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant’s Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and showing a tangible net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenant’s obligations under this Lease.

          (c) The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as shall be the case, will not breach any provision in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound.

          (d) Landlord shall have, or would have had absent the Debtor’s Law, no right under Article 16 to refuse consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned.

20. NOTICES

     Notices required or permitted hereunder must be given in writing, personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier service (e.g., Federal Express, UPS) at the addresses set forth in the Basic Lease Provisions or at any other address designated by Landlord or Tenant in writing, and any such notice of communication shall be deemed to have been given as of the date of delivery, if hand or courier delivered (including Federal Express or other established overnight service which obtains a signed receipt upon delivery), or as of three days after the date of mailing if mailed certified, return receipt requested, postage prepaid.

21. SUBORDINATION/QUIET ENJOYMENT

     21.1 Subordination. Landlord expressly reserves the right at any time to place liens and encumbrances on and against the Premises and the Project, superior to this Lease and the estate created hereby, and Tenant shall execute upon request such subordination agreements as may be required by such lien holders; provided however, that Tenant’s execution of the subordination agreement shall be conditioned upon the holders of the encumbrance recognizing Tenant’s rights, notwithstanding any foreclosure of the lien or encumbrance.

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     21.2 Quiet Enjoyment. Subject to the other provisions of this Lease and so long as Tenant faithfully pays all rent and additional rent and other amounts owed under this Lease and performs and complies with the obligations and conditions to be performed and complied with by Tenant under this Lease, Tenant shall enjoy and have throughout the Term of the Lease the quiet and undisturbed possession of the Premises without hindrance or molestation from Landlord. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance.

22. BROKERS

     Both Landlord and Tenant represent that they have dealt with no other broker than as set forth in the Basic Lease Provisions in connection with the negotiation, execution and delivery of this Lease (the “Broker”). Landlord agrees to pay a reasonable commission to the Broker, subject to the terms of a separate agreement between Landlord and Broker. If any person other than the Broker shall assert a claim to a finder’s fee, brokerage commission or other compensation on account of alleged employment as finder or broker or performance of services as a finder or broker in connection with this transaction, the party through whom the finder or broker is claiming shall indemnify and hold the other party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon, including but not limited to attorneys’ fees and court costs in defending such claim.

23. RELOCATION

     Intentionally deleted.

24. SIGNAGE

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     Landlord shall retain control over the exterior appearance of the Building and the Premises as viewed by the public. Tenant shall not install or permit to be installed any drapes, shutters, signs, lettering, decoration, advertising or any items on the outside of the Premises or in the interior of the Premises which are visible from the outside of the Premises and which, in Landlord’s determination, in any way adversely alter the exterior appearance of the Building or the Premises. Tenant may at its sole expense install an identification sign to be located on or near the entryway to the Premises using Tenant’s standard graphics, subject to Landlord’s reasonable prior written consent as to size and location. All letters or numerals on such signage shall be in accordance with the criteria established by Landlord for the Project. Notwithstanding the foregoing, Tenant shall have the right to remove or block up the windows in the exterior walls of the Premises, subject to Landlord’s prior review and approval of the methods and materials, which approval shall not be unreasonably withheld or delayed.

25. GENERAL PROVISIONS

     25.1 Force Majeure. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so if such inability or delay is caused by reason of any action or failure to act of any governmental authority, strike, lockout, civil commotion, war-like operations, war, riot, fuel or other shortage, police activities, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, inability to obtain any material, service or financing, Act of God or other cause beyond the control of the Landlord.

     25.2 Rules. Tenant and its officers, agents, employees, and customers shall comply with the rules and regulations established by Landlord and attached hereto as Exhibit D (the “Rules and Regulations”) and with such modifications and additions as Landlord may hereafter make for the Project; provided, however, that such rules and regulations shall not materially abrogate any right or privilege expressly granted to Tenant in this Lease. Any violation of the rules and regulations shall constitute a breach of this Lease. Landlord shall enforce all Rules and Regulations in a non-discriminatory and equitable manner, and no change in any of the Rules and Regulations shall materially and adversely affect Tenant’s ability to use the Premises for the Permitted Use in accordance with the terms of this Lease. In the event of any conflict between the Rules and Regulations and the terms and conditions of the Lease, the terms and conditions of the Lease shall control.

     25.3 Captions. The article captions contained in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision.

     25.4 Integration. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any matter shall be effective for any purpose. No provision of this Lease may be amended except by an agreement in writing signed by the parties hereto or their respective successors in interest.

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     25.5 No Offer. Submission of this instrument for examination shall not bind Landlord in any manner, and no lease or obligations of Landlord shall arise until this instrument is signed and delivered by Landlord and Tenant.

     25.6 No Waiver. No waiver by Landlord of any provision of this Lease or any breach by Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent breach by Tenant of the same or any other provision. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act of Tenant, whether or not similar to the act so consented to or approved. No act or thing done by Landlord or Landlord’s agent during the Term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination of this Lease, and the delivery of the keys to any employee shall not operate as a termination of the Lease or a surrender of the Premises.

     25.7 Deadlines. Time is of the essence of this Lease.

     25.8 No Accord or Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent and other sums due hereunder shall be deemed to be other than on account of the earliest rent or other sums due, nor shall any endorsement or statement on any check or accompanying any check or payment be deemed an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rental or other sum and the pursue any other remedy provided in this Lease.

     25.9 Non-Recourse Liability. If Landlord fails to perform any of its obligations under this Lease and, as a consequence of such nonperformance, Tenant recovers a money judgment against Landlord, such judgment shall be satisfied only out of Landlord’s interest in the Project. Landlord, its affiliates, shareholders, members, partners, officers, directors, heirs, personal representatives, successors or assigns, shall have no liability whatsoever for any deficiency, and no other assets of Landlord, its affiliates, shareholders, members, partners, officers, directors, heirs, personal representatives, successors or assigns, shall be subject to levy, execution or other enforcement procedures as a result of such judgment. Notwithstanding any provision of this Lease, Tenant shall not be entitled to recover lost profits, damages relating to the interruption of Tenant’s business, or consequential, punitive or speculative damages for any default by Landlord nor be entitled to terminate this Lease.

     25.10 Governing Law; Choice of Forum. This Lease shall be deemed to be made under, shall be construed in accordance with, and shall be governed by the internal, substantive laws of the State of Arizona (without reference to choice of law principles). Any action brought to interpret, enforce, or construe any provision of this Lease shall be commenced and maintained in the Superior Court of the State of Arizona in and for the County of Maricopa (or, as may be appropriate, in the Justice Courts of Maricopa County or in the United States District Court for the District of Arizona if, but only if, the superior court lacks or declines jurisdiction over such action). The parties irrevocably consent to jurisdiction and venue in such courts for such

32

purposes and agree not to seek transfer or removal of any action commenced in accordance with the terms of this paragraph.

     25.11 Exhibits. All Exhibits referred to herein and attached hereto are a part hereof.

     25.12 Successors and Assigns. This Lease shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns, provided, however, Tenant may not assign this Lease except as provided herein.

     25.13 Beneficiaries. There are no third party beneficiaries to this Lease or any term or provision hereof.

     25.14 Standard of Discretion. Any consent, approval or similar action provided for in this Lease must be in writing and shall not be unreasonably withheld or delayed.

26. CO-LOCATION AND RIGHT TO SERVE OTHER TENANTS

     26.1 Co-location. So long as Tenant is operating in the Premises providing carrier services, Tenant may co-locate customer equipment in the Premises for the purpose of connecting such customer equipment to Tenant’s telecommunication or network facilities in order for each to provide services to its customers. Tenant shall defend, indemnify, and hold Landlord harmless from, for, and against any and all claims of and from such customers relating to such co-location. Such colocation shall be permitted so long as such co-location does not overburden the Premises, by, for example, stressing or straining any Building mechanical, structural, or electrical component. Tenant shall not be required to pay to or share with Landlord any profits or Co-location fees or charges Tenant receives from the customers whose equipment is co-located. No tenancy or subtenancy shall be created by co-location of equipment allowed under this Article, nor shall co-location under this provision be considered an assignment or transfer under Article 16 of this Lease.

     26.2 Right to Serve Other Tenants. Subject to execution of a License Agreement acceptable to Landlord in Landlord’s sole discretion, and subject to all connections with other tenants being made through an authorized “meet-me room” and payment of reasonable, uniformly applied charges in connection therewith, Tenant shall have the right to interconnect its telecommunications facilities with or provide telecommunications services to other tenants of the Building. Tenant shall not make carrier-to-carrier connections except for Tenant’s own use or in connection with provision of service to Tenant’s customers or affiliates. Subject to the foregoing, Tenant shall be permitted reasonable access to the Building for the purpose of installing, operating, repairing, and maintaining the facilities and equipment connecting Tenant’s network to the Building’s other tenants. Tenant will consult with Landlord in advance to determine an appropriate entrance plan and Tenant will not proceed with installation until Landlord’s written approval has been obtained, such approval not to be unreasonably withheld or delayed. Tenant will perform any installation in accordance with Article 11 above and in such a manner as to not disrupt Building operations. Tenant will restore the Building to its original condition, and bear all costs for rearrangements or restoration, as necessary.

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LANDLORD:
STERLING BUCKEYE NETWORK EXCHANGE, LLC
a Delaware limited liability company
	By:	Sterling Buckeye Network Manager, L.L.C.
	Its:	Managing Member
	By:	/s/ Steven Taslitz
	Name:	Steven Taslitz
	Title:	Managing Member

TENANT:
ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC.,
a Delaware corporation
By:	/s/ John Glicksman
Name:	John Glicksman
Title:	VP + General counsel

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EXHIBIT A — FLOOR PLAN OF THE PREMISES

35

SITE / SPACE PLAN

Adelphia: Suite 1.

1402 E. Buckeye
Phoenix, AZ

EXHIBIT B — SITE PLAN OF THE PROJECT

36

Site plan
1402 E. Buckeye
Phoenix, AZ

9. Tenant shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size and position to all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, stand on such platforms as determined by Landlord to-be-necessary to properly distribute the weight. Business and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space in the Building to such a degree as to be objectionable to Landlord or to any tenants shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.

10. Except as provided in the Lease, Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

11. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.

12. The requirements of Tenant will be attended to only upon appropriate application to the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instruction from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

13. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Project.

14. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Project. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests.

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EXHIBIT E — GUARANTY

     The undersigned (the “Guarantor”) is executing this Guaranty to induce STERLING BUCKEYE NETWORK EXCHANGE, LLC, a Delaware limited liability company (“Landlord”) to enter into the Lease dated June ___, 2000 (the “Lease”) with ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC., a Delaware corporation (“Tenant”).

     1. Guaranty of Payment and Performance. Guarantor hereby unconditionally guarantees the timely payment of all sums required to be paid and the timely performance of all acts required to be performed by Tenant under the Lease.

     2. Waiver of Defenses. Guarantor hereby waives: (a) all statutes of limitations as a defense to any action brought against Guarantor by Landlord, to the fullest extent permitted by law; (b) any defense based upon any legal disability of Tenant or any discharge or limitation of the liability of Tenant to Landlord, whether consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any other cause; (c) presentment, demand, protest and notice of any kind, except as otherwise provided herein; (d) all rights of subrogation and all rights to enforce any remedy that Landlord may have against Tenant; and (e) all rights to require Landlord, prior to collecting or enforcing this Guaranty, to proceed against Tenant or to bring an action on the Lease. Guarantor agrees that in the event of a default by Tenant under the Lease, Landlord may proceed against Guarantor before, after or simultaneously with proceeding against Tenant.

     3. Unconditional Obligation. This Guaranty shall be continuing, absolute and unconditional and remain in full force and effect until all guaranteed payments are made, all guaranteed obligations are performed, and all obligations of the undersigned under this Guaranty are fulfilled. This Guaranty shall not be terminated, affected, or impaired in any manner by reason of the commencement of summary or other proceedings against Tenant or the failure of Landlord to enforce any of its rights against Tenant or the granting by Landlord of any extensions of time to Tenant. Guarantor further covenants and agrees that: (a) Guarantor shall be bound by all the provisions, terms, conditions, restrictions and limitations contained in the Lease to the same degree as though Guarantor had executed the Lease as Tenant; and (b) this Guaranty shall be absolute and unconditional and shall be in full force and effect notwithstanding any amendment, addition, assignment, sublease, transfer or other modification of the Lease, whether or not Guarantor shall have knowledge or have been notified of or agreed or consented thereto. In the event the Lease is disaffirmed by a Trustee in Bankruptcy for Tenant, the liability of the undersigned shall not be affected by the disaffirmance, and Guarantor shall protect Landlord against loss and damage to the same extent as though the Lease continued in full force and effect. All remedies of Landlord against Tenant and Guarantor are cumulative.

     4. Costs and Expenses. Guarantor shall pay Landlord’s reasonable out-of-pocket costs and expenses, including but not limited to reasonable legal fees and disbursements, incurred in any effort to collect or enforce this Guaranty, whether or not any lawsuit is filed. Until paid to Landlord, such sums shall bear interest at the rate of 18% per annum or, if such rate is not a lawful one, the highest rate permitted by law.

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     5. Termination. This Guaranty will be released after the fifth anniversary of the Rent Commencement Date (as defined in the Lease), provided that no Event of Default (as defined in the Lease) exists at the time of release, and that no event shall have occurred or state of facts exists which if continued uncured will, with the lapse of time or the delivery of notice or both, constitute an Event of Default, and Tenant deposits with Landlord a Security Deposit in the amount of $180,830.00

     6. Miscellaneous. The invalidity or unenforceability of any one or more of the provisions of this Guaranty shall not affect any other provision hereof. This Guaranty shall be governed by and construed in accordance with the law of the State of Arizona and may be amended only by a written instrument executed by Guarantor and Landlord. The provisions of this Guaranty shall bind and benefit the legal representatives, successors and assigns of Guarantor and Landlord. If Guarantor comprises more than one person, all of the persons constituting Guarantor shall be jointly and severally liable under this Guaranty. The term “Tenant” means both the named Tenant and any other person or entity at any time assuming (or otherwise becoming primarily liable for) all or any portion of the obligations and liabilities of Tenant under the Lease. Time is of the essence of every provision of this Guaranty.

     DATED: June                     , 2000

GUARANTOR;
ADELPHIA BUSINESS SOLUTIONS, INC.
By:	/s/ [ILLEGIBLE]
Its:	VP + General Counsel

STATE OF	Pennsylvania	)
		)	ss
County of	Potter	)

     The foregoing instrument was acknowledged before me this 10 day of July, 2000, by John Glicksman the VP + General Counsel of Adelphia Business Solutions, Inc., a Delaware corporation, on behalf of the corporation.

/s/ Melody A. Heller

Notary Public

My Commission Expires:

(SEAL)

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MECHANICAL CADD
Beiler, D.	$	46
Eustice, M.	$	53

CLERICAL
Ritchey, E.	$	47
Williams, N.	$	38

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EXHIBIT B-2

Copy of Order

1

WEIL, GOTSHAL & MANGES LLP
Attorneys for Debtors and
Debtors in Possession
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Judy G.Z. Liu, Esq. (JL 6449)

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

		X
	:
In re	:	Chapter 11 Case No.
	:
ADELPHIA BUSINESS SOLUTIONS, INC., et al.,	:	02-11389 (REG)
	:
Debtors.	:	(Jointly Administered)
	:
		X

ORDER (A) AUTHORIZING DEBTOR TO ASSUME AND ASSIGN
CERTAIN EXECUTORY CONTRACTS, (B) APPROVING AN ASSET
PURCHASE AGREEMENT AND (C) GRANTING RELATED RELIEF

          Upon the Motion, dated November 22, 2002 (the “Motion”) of Adelphia Business Solutions Operations, Inc., as debtor and debtor in possession (“ABSO” or the “Debtor”) for orders (i) authorizing, pursuant to sections 105(a), 363(b) and (f), 365(a) and 1146(c) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), ABSO to conduct an auction sale (the “Auction”) of certain assets related to the Closed Markets,¹ including the Sale Assets² and the Assumed Contracts³, as set forth in the proposed Agreement, (ii) scheduling a date for the Auction, (iii) approving, pursuant to Bankruptcy Rule 6004(f)(1), the terms and conditions of the Auction, including bidding procedures and Break-Up Fee (the “Bidding Procedures”),

1	The Closed Markets are: Austin, Texas; Chicago, Illinois; Cincinnati, Ohio; Dallas, Texas; Indianapolis, Indiana; Phoenix, Arizona; San Antonio, Texas; Tri Cities, Tennessee.
2	Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Motion.
3	The Assumed Contracts are those exe cutory contracts and unexpired leases identified on Exhibit A to the Notice of Debtor’s Intent to Assume and Assign Certain Executory Contracts and Unexpired Leases, filed with this Court on December 20, 2002 [Docket No. 767].

(iv) authorizing, pursuant to Bankruptcy Rule 2002, the form and manner of notice for the Auction and for notifying contract parties of the assumption and assignment to Gateway of the Assumed Contracts, (v) scheduling a date and time for a hearing to consider approval of the proposed sale resulting from the Auction (the “Sale Hearing”), (vi) establishing, pursuant to sections 105(a) and 365 of the Bankruptcy Code, cure amounts, if any, with respect to the Assumed Contracts, (vii) authorizing ABSO to assume and assign to Gateway the Assumed Contracts, (viii) approving the Agreement and the escrow arrangements, to be effective upon a Closing of the Sale Transaction, and (ix) other relief related to all of the foregoing, and the Court having entered an order on December 16, 2002, granting the relief requested in clauses (i) through (v) above (the “Procedures Order”); and the Court having held a hearing on January 7, 2002, to approve the relief requested in clauses (vi) – (ix) above (the “Sale Hearing”); and it appearing that notice of the Sale Hearing has been provided to (i) the Office of the United States Trustee for the Southern District of New York, (ii) the attorneys for ABSO’s postpetition lender, (iii) the attorneys for ACC, (iv) the attorneys for the Creditors’ Committee, (v) the attorneys for the Informal Committee of 12 ¼ Noteholders (the “12¼ Noteholders Committee”, (vi) all nondebtor contract parties to the Assumed Contracts, (vii) all appropriate federal, state and local taxing authorities, and (viii) all parties having filed a notice of appearance in the Debtor’s chapter 11 cases pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); and such notice constituting good and sufficient notice of the Motion and Sale Hearing; and each of Sterling Buckeye Network Exchange, LLC (“Sterling Buckeye”), Fujitsu Network Communications, Inc. (“Fujitsu”), the 12 ¼ Committee, Wells Fargo Bank Minnesota, N.A., The Hanover Insurance Company, Qwest Communications Corporation (“Qwest”), Lucent Technologies, Inc.(“Lucent”), the Texas Tax Authorities (“Texas”), 601 West

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Polk Street (“West Polk”), LLC, Level 3 Communications, LLC (“Level 3”), Johnson City, Tennessee (“Johnson City”), AT&T Corp., the State of Illinois (“Illinois”), and Adelphia Communications Corporation (“ACC” and, together with its debtor affiliates, the “ACC Debtors”) having filed an objection to the Motion (collectively, the “Objections”); and the Objections having been withdrawn, resolved or overruled as reflected herein; and upon the Motion, the Objections, and the record of the Sale Hearing and all other proceedings had before the Court; and it appearing that an order granting the Sale Transaction is in the best interests of ABSO and parties in interest; and it appearing that the Court has jurisdiction over this matter; and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY FOUND AND DETERMINED THAT:

          A. Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

          B. The statutory predicates for the relief sought in the Motion are sections 105(a), 363(b), (f), (m) and (n), and 1146(c) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006 and 9014.

          C. Proper, timely, adequate and sufficient notice of the Motion, the Procedures Hearing and the Sale Hearing has been provided in accordance with sections 105(a), 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004 and 9014, and no other or further notice of same is or shall be required.

          D. No consents or approvals, other than those expressly provided for in the Agreement, attached hereto as Exhibit “A” or expressly set forth herein, are required for the Debtor to consummate such transaction(s).

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          E. Approval of the Agreement and consummation of the Sale at this time are in the best interests of the Debtor, its creditors, its estate, and other parties in interest.

          F. The Debtor has demonstrated both (i) good, sufficient, and sound business purpose and justification and (ii) compelling circumstances for the Sale pursuant to section 363(b) of the Bankruptcy Code prior to, and outside of, a plan of reorganization.

          G. A reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been afforded to all interested persons and entities.

          H. The Agreement was negotiated at arm’s length, proposed and entered into by the Debtor and Gateway without collusion and in good faith. Neither the Debtor nor Gateway has engaged in any conduct that would cause or permit the Agreement to be avoided under section
363(n) of the Bankruptcy Code.

          I. Gateway is a good faith purchaser under section 363(m) of the Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby. Gateway will be acting in good faith within the meaning of section 363(m) of the Bankruptcy Code in closing the transactions contemplated by the Agreement at all times after the entry of this Order.

          J. The consideration provided by Gateway for the Sale Assets pursuant to the Agreement (i) is fair and reasonable, (ii) is the highest and best offer for the Sale Assets, (iii) will provide a greater recovery for the Debtor’s creditors than would be provided by any other practical available alternative and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the District of Columbia.

          K. The transfer of the Sale Assets to Gateway will be a legal, valid, and effective transfer of the Sale Assets, and will vest Gateway with all right, title, and interest of the

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Debtor to the Sale Assets free and clear of all liens, claims, encumbrances and interests⁴ (i) that purport to give any party a right or option to effect any forfeiture, modification, right of first refusal, or termination of the Debtor’s or Gateway’s interest in the Sale Assets, or any similar rights (except as expressly provided herein) and (ii) relating to taxes arising under or out of, in connection with, or in any way relating to the operation of the business prior to the Closing Date (except as expressly provided herein and subject to the outcome of the hearing referenced in paragraph 13 herein).

          L. Gateway would not have entered into the Agreement and would not consummate the transaction contemplated thereby, thus adversely affecting the Debtor, its estate, and its creditors, if the sale of the Sale Assets to Gateway was not free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever⁵ (except the Assumed Liabilities expressly assumed by Gateway in the Agreement or as expressly provided herein).

          M. The Debtor may sell the Sale Assets free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever⁶ (subject to the outcome of the hearing referenced in paragraph 13 herein) because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. Those nondebtor parties with liens, claims, encumbrances or interests in the Sale Assets who did not object, or who withdrew their objections to the Sale or the Motion are deemed to have consented pursuant to sections 363(f)(2) and 365 of the Bankruptcy Code. Except as otherwise provided herein, those nondebtor parties with liens, claims, encumbrances or interests in the Sale Assets who did

4	The four 5ESS Switches that are among the Sale Assets to be transferred to Gateway shall be transferred subject to Lucent’s ownership rights in the Software imbedded in such Switches (the “5ESS Software”), pursuant to section 2.1(a) of the General Agreement between Lucent and the Debtor, as amended by certain addenda (the “Amended General Agreement”).
5	See Footnote 4.
6	See Footnote 4.

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object fall within one or more of the other subsections of sections 363(f) and 365 of the Bankruptcy Code and are adequately protected by having their interests, if any, attach to the net proceeds of the Sale which proceeds are attributable to the property against or in which they claim an interest, or by the resolution of such objection as otherwise provided herein.⁷

     N. Except for the Assumed Liabilities, or as expressly provided herein, if any, the transfer of the Sale Assets to Gateway will not subject Gateway to any liability whatsoever with respect to the operation of the business prior to the Closing Date or by reason of such transfer under the laws of the United States, any state, territory, possession, or the District of Columbia based, in whole or in part, directly or indirectly, on any theory of law or equity, including, without limitation, any theory of equitable law, including, without limitation, any theory of antitrust or successor or transferee liability.

     O. The sale of the Sale Assets to Gateway (subject to the outcome of the hearing referenced in paragraph 13 herein) is a prerequisite to the Debtor’s ability to confirm and consummate a plan of reorganization. In accordance with sections 1146(c) and 105(a) of the Bankruptcy Code, the transfer of the Sale Assets pursuant to the Agreement is not subject to taxation under any federal, state, local, municipal or other law imposing or purporting to impose a stamp, transfer, recording or any other similar tax on any of the Debtor’s conveyance of the Sale Assets, which includes real estate, personal property, and other assets.

     P. On August 9, 2002, this Court entered its Final Order Pursuant to Sections 105(a), 361, 362, 364(c) and 364(d) of the Bankruptcy Code (A) Authorizing Debtors to Obtain Senior DIP Financing with Administrative Superpriority and Secured by Senior Liens on and Security Interests in Substantially All Assets of the Debtors; (B) Providing Adequate Protection to Certain Secured Creditors; (C Subordinating Liens, Security Interests and Claims, Including

⁷ See Footnote 4.

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Superpriority Administrative Claims, Granted Pursuant to Interim Order Dated April 4, 2002; and (D) Granting Related Relief (the “Final DIP Order”). Paragraph 31 (c) of the Final DIP Order provides, among other things, that there shall accrue in favor of Adelphia Business Solutions Atlantic, Inc. (“ABIZ Atlantic”), on a monthly basis, an administrative expense claim of no less than $450,000 and no more than $2.25 million (the “Administrative Accrual”) against those Debtors that are using certain equipment (the “Equipment’’) that the 12 ¼ % Noteholders’ Committee asserts is property of ABIZ Atlantic, provided, that ABIZ Atlantic will not have a right to receive payment with respect to the Administrative Accrual unless and until an order is entered, following notice and a hearing, deeming the Administrative Accrual an allowed expense of administration.

          Q. The closing of the Sale and the use of the proceeds thereof other than in accordance with the Final DIP Order and the DIP Financing Agreement dated August 9, 2002 between Adelphia Business Solutions, Inc. (“ ABIZ”), the Debtor and certain debtor and non-debtor subsidiaries of ABIZ and Beal Bank is subject to the consent of Beal Bank and such consent is contingent on the cost to the Debtor not exceeding $2.8 million in the aggregate on account of all settlement, cure and other payment (but excluding the payments made or to be made to the Texas Taxing Authorities pursuant to the terms of this Order) necessary to be made by the Debtor in connection with the Gateway Transaction (and all settlement, cure and other payments to be made in connection with any sale of assets in the Detroit Market), including, without limitation, those set form herein, and the Debtor has provided Beal Bank a certification mat such payments do not and will not exceed $2.8 million.

          R. Certain of the Equipment is being sold in connection with the Sale.

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          S. In order for the Sale to be consummated, the Debtor, the Creditors’ Committee and the 12¼% Noteholders’ Committee have agreed that each of the foregoing shall reserve their respective rights to determine at a later date the proper allocation of the proceeds of the Sale, after payment to Beal Bank in accordance with the Final DIP Order, to, among other things, determine the proper post-petition intercompany claims among the Debtors whose assets arc being sold in connection with the Sale, if any.

          NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

     1. The Motion shall be, and hereby is, GRANTED as set forth herein.

     2. All objections to the Motion or the relief requested therein, if any, that have not been withdrawn, waived, or resolved as reflected herein, are hereby overruled on the merits.

Approval of the Agreement

     3. The Agreement between the Debtor and Gateway, as attached to the Motion as Exhibit A, and all of the terms and conditions thereof, are hereby approved.

     4. Pursuant to 363(b) of the Bankruptcy Code, the Debtor is authorized and directed to consummate the Sale, pursuant to and in accordance with the terms and conditions of the Agreement and this Order.

     5. The Debtor is authorized and directed to execute and deliver, and empowered to perform under, consummate and implement the Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Agreement, and to take all further actions as may be reasonably requested by Gateway for the purpose of assigning, transferring, granting, conveying and conferring to it or reducing to

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possession, the Sale Assets, or as may be necessary or appropriate to the performance of the obligations as contemplated by the Agreement.

Transfer of the Assets

     6. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Sale Assets shall be transferred to Gateway and upon consummation of the Agreement shall be, free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever⁸, other than the Assumed Liabilities, if any, with all such liens, claims, encumbrances and interests of any kind or nature whatsoever to attach to the net proceeds of the Sale, as reflected herein, in the order of their priority, with the same validity, force and effect which they now have as against the Sale Assets, subject to any claims and defenses the Debtor may possess with respect thereto.

     7. Except as expressly permitted or otherwise specifically provided by the Agreement or this Order, all persons and entities, including, but not limited to, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, lenders, trade and other creditors, holding liens, claims, encumbrances and interests of any kind or nature whatsoever against or in the Debtor or the Sale Assets (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in connection with, or in any way relating to, the Debtor, the Sale Assets, the operation of the business prior to the Closing Date, or the transfer of the Sale Assets to Gateway, hereby are forever barred, estopped, and permanently enjoined from asserting against Gateway, its successors or assigns, their property, or the Sale Assets, such persons’ or entities’ interests.⁹

     8. With respect to the equipment purchased by the Debtor from Fujitsu that is included in the Sale Assets (the “Fujitsu Equipment”), Fujitsu shall consent to Gateway’s use of

8	See Footnote 4.
9	See Footnote 4. Lucent shall not be barred, estopped or permanently enjoined from asserting against Gateway, its successors or assigns, its on-going rights and interests in the 5ESS Software.

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the Fujitsu Equipment, subject to the following conditions: Gateway shall (i) execute a right-to-use license with Fujitsu that is substantially similar in form to Fujitsu’s standard licensing agreement (the “Licensing Agreement”) and (ii) pay to Fujitsu a one-time licensing fee in the amount of $320,000 within 15 days of the execution of the Licensing Agreement. Such Licensing Agreement shall cover the Fujitsu Equipment located, not only in the markets covered by the sale motion, but also other equipment purchased by the Debtor from Fujitsu, located in the Detroit market (the “Detroit Equipment”), provided, however, that such Detroit Equipment shall not exceed 10 nodes. Fujitsu shall permit Gateway to upgrade the Fujitsu Equipment and Detroit Equipment to the latest baseline technology, if desired. For no additional fee payable to Fujitsu, Gateway may enter into a sublicense agreement for the use of the Fujitsu Equipment by any sublicensee provided that such sublicensee executes a right-to-use agreement with Fujitsu that is substantially similar to the Licensing Agreement signed by Gateway.

     9. In furtherance of a certain settlement agreement with Level 3, the Debtor shall file a motion with this Court to assume, as modified, certain agreements with Level 3, to be conditioned on the closing of the Gateway Sale, and, among other things, a cure payment of $2.1 million and the disposition of the San Francisco, San Jose and Seattle markets presently governed by such agreements.

     10. The Objection of AT&T has been resolved by AT&T’s voluntary withdrawal of same.

     11. With respect to the Objection filed by Sterling Buckeye, notwithstanding anything contained in the Motion or in this Order to the contrary, the Debtor is transferring to Gateway only those rights that the Debtor itself has under the terms of that certain lease of non residential real property for the premises located at 1402 E. Buckeye, Phoenix, Arizona (the “Premises”).

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This Order shall in no way prejudice or otherwise bar Sterling Buckeye from asserting that those Sale Assets located at the Premises, at the termination or expiration of the Sterling Buckeye Lease or of Gateway’s right to possession, are “fixtures” or otherwise owned by Sterling Buckeye under applicable state law. Additionally, the Debtor shall segregate $60,000 from the Sale Proceeds, from which appropriate cure amounts may be paid to Sterling Buckeye, per agreement of the parties, or as otherwise determined by the Court Furthermore, Gateway shall provide to Sterling Buckeye financial statements and such financial information as it may reasonably request with regard to the issue of adequate assurance of future performance. The Debtor shall comply with all lease obligations under the Sterling Buckeye lease until the date the proposed assumption and assignment of the Sterling Buckeye lease by Debtor to Gateway becomes effective.

     12. With respect to the Objection filed by West Polk, the Debtor has agreed to segregate $38,309 from the Sale Proceeds, from which appropriate cure amounts may be paid to West Polk, per agreement of the parties or as otherwise determined by the Court. To the extent that West Polk has not been paid rent for January under the Lease between the Debtor and West Polk, the Debtor also shall segregate such amount from the Sale Proceeds. Gateway shall provide to West Polk such financial information as it may reasonably request with regard to including, without limitation, the issue of adequate assurance of future performance. The Debtor shall comply with all lease obligations under the West Polk lease until the date the proposed assumption and assignment of the West Polk lease by Debtor to Gateway becomes effective.

     13. With respect to the Objections of Johnson City, West Polk, and the cure objection of Sterling Buckeye if Gateway has not successfully resolved any remaining issues with respect to the Debtor’s proposed assumption and assignment of the Johnson City, West Polk, and

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Sterling Buckeye leases between such parties and the Debtor and Gateway, there shall be a hearing to resolve such issues before the Honorable Robert E. Gerber, United States Bankruptcy Judge, in Room 621 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York, on February 6, 2003 at 9:45 a.m. Eastern Time, or as soon thereafter as counsel may be heard, and nothing in this Order shall prejudice the right of any party to assert its respective positions in connection with the assumption and assignment of the Johnson City, West Polk, and Sterling Buckeye leases at such hearing.

     14. With regard to the objection of Illinois, the same has been resolved by deleting the word “sale” from each of paragraph “O” and 45 of this Order, and by Debtor’s representation that no other transfer taxes are implicated as to Illinois that would invoke section 1146(c) of the Bankruptcy Code.

     15. To the extent that any sales taxes are payable in connection with the transfer of the Sale Assets to Gateway, such taxes shall be satisfied timely and in full by Gateway, in accordance with the provisions of the Agreement, by paying an appropriate sales tax, if any based upon a proportionate allocation of the Purchase Price to the assets subject to any such tax; provided, however, that notwithstanding the foregoing, pursuant to that certain letter dated January 8, 2003, received by the Debtor from the Office of the Attorney General of the State of Texas, any sales tax payable to Texas, in connection with the transfer of the Sale Assets to Gateway, shall be paid by the Debtor, and be subject to prompt reimbursement by Gateway to Debtor.

     16. The Debtor shall segregate $360,347.83 from the Sale Proceeds for the payment of certain personal property taxes to Texas for the year 2002, subject to a final determination of the actual amounts due. The Debtor further shall be responsible for its pro-rata share of personal

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property taxes owed to Texas that are allocable to that portion of the year 2003 preceding the closing of the Sale Transaction. Gateway shall be responsible for those personal property taxes owed to Texas that are allocable to that portion of the year 2003 following the closing of the Sale Transaction; provided, however, that if the year 2002 taxes are paid to Texas on or prior to January 31, 2003, Texas shall waive any rights it may otherwise have to assert a claim for interest under section 506(b) of the Bankruptcy Code.

     17. The Debtor shall endeavor to provide additional reasonable detail to ACC with regard to the existing Schedule 2.1 if such details are legitimately needed to identify assets adequately, and if such additional information is readily available; provided however, that the Debtor shall not be required to accommodate any such requests for further asset identification that will delay the closing of the sale.

     18. Schedule 2.1 (a) of the Agreement has been finalized and shall not be further modified.

     19. No Assets of any of the ACC Debtors may be sold by Debtor without ACC’s prior written consent.

     20. To the extent that Debtor provides services in respect of the Dallas market, including, but not limited to, wavelengths, co-locations and/or fiber services to ACC, ACC shall pay Debtor for such services. Such payment shall be in an amount and according to terms either (a) mutually agreed upon by ACC and the Debtor, or (b) in the absence of mutual agreement, as ordered by the Court (on notice to the Creditors’ Committee, the 12¼% Committee and Beal Bank). As to all payments (not just as to the Dallas market), which are or may be due to each of ABIZ or ACC by the other, each of ABIZ or ACC reserve their respective rights, claims and defenses against each other. All services provided to the ACC Debtors by ABIZ in connection

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with the assets being transferred shall be continued by the Purchaser at ABIZ (on mutually agreeable terms) until such time as the ACC Debtors migrate from current ABIZ locations and no longer require the service or the Purchaser or ABIZ obtains an order from this Court authorizing it to terminate service to the ACC Debtors, but in no event shall such services be provided later than March 31, 2003. ACC shall provide ABIZ with 30 days advance written notice of its intent to terminate service earlier than March 31, 2003.

     21. The ACC Debtors shall have the right to establish that they own any of the Sale Assets that are contemplated to be sold in connection with the Agreement.¹⁰

     22. In the event that an asset, that is or is determined to be an asset of the ACC Debtors, such as a piece of equipment, is transferred in connection with the proposed Sale Transaction, (a) the Debtor shall provide ACC with a like piece of equipment, subject to the consent of Beal Bank, or (b) the Debtor shall reimburse ACC for the value of the asset sold using a valuation mechanism to be mutually determined by Debtor and ACC, or by the Court (on notice to the Creditors’ Committee, the 12 ¹/₄% Committee and Beal Bank) with any such reimbursement claim to be senior to any claims of Beal Bank to the extent of $100,000 and senior to the claims of all parties (except as to Beal Bank) with respect to all reimbursement claims provided for in this paragraph which are in excess of $100,000.

     23. The Debtor shall segregate $105,000 from the Sale Proceeds which shall be used to provide protection to Lucent for its alleged purchase money security interest in certain of the Sale Assets, which purchase money security interest, if any, is subject to the senior liens of Beal Bank. The remainder of Lucent’s objection is hereby overruled for the reasons set forth in the record of the Sale Hearing, subject to the clarifications set forth by the Court at the hearing held

¹⁰ To the extent, if any, the ACC Debtors should ever allege that it has ownership rights in the 5ESS Software, ACC shall provide Lucent with adequate notice of any such claims.

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on January 23, 2003. The Debtor shall provide Lucent with immediate access to the Debtor’s premises to perform an audit on the four 5ESS Switches, which audit shall be performed in a manner that will ensure that the Debtor experiences no disruption in service.

     24. The approval of the Motion as it relates to the proposed transfer of the four Lucent 5ESS Switches and the associated right-to-use the 5ESS Software is made pursuant to the express terms of Section 2.1(a) of the Amended General Agreement.

     25. Gateway shall satisfy in full all of the preconditions set forth in Section 2.1 of the Amended General Agreement prior to any such transfer, including, without limitation, delivery to Lucent by such transferee of a written agreement, in form and content satisfactory to Lucent, or, failing agreement thereon, to the Court, through which such transferee expressly assumes all obligations of ABSO and/or Adelphia Business Solutions, Inc. (“ABIZ”), (as me case may be pursuant to the Amended General Agreement), with regard to preserving and maintaining the confidentiality of the 5ESS Software and through which such transferee expressly acknowledges and adopts all limitations with regard to the use of Licensed Materials, including but not limited to 5ESS Software, as imposed on ABSO (and/or ABIZ, as the case may be) pursuant to the Amended General Agreement.

     26. Gateway shall receive only the limited rights with regard to the right-to-use the 5ESS Software as are expressly afforded to transferees pursuant to Section 2.1(a) of the Amended General Agreement. Gateway shall not receive as a result of any such transfer of the 5ESS Switches and the 5ESS Software any of the rights afforded to the “Customer” in the Amended General Agreement, except for such rights as are specifically reserved in Section 2.1 for the benefit of ABSO (and/or ABIZ, as the case may be) as the “Customer,” as that term is

15

defined in the Amended General Agreement. Gateway hereby acknowledges and agrees that the 5ESS Software remains and shall remain the property of Lucent.

     27. Nothing in this Order shall be construed to grant to Gateway any right to transfer any interest in the 5ESS Switches and the 5ESS Software to any third party other than as identified at the Sale Hearing held on January 7, 2003. Any such transferee shall be bound by the terms of paragraph 25 and 26 of this Order as they apply to Gateway.

     28. The Debtor shall not assume and assign to Gateway its co-location agreement or interconnection agreement with Qwest, and Gateway shall not be permitted to use the equipment related thereto absent further agreement with Qwest. Upon consummation of the Sale, Gateway shall promptly remove the equipment from the co-location sites and vacate and return the co-location spaces to Qwest and Qwest will be paid pursuant to the co-location agreement (or will be entitled to an administrative claim) up to the consummation of the Sale.

     29. The transfer of the Sale Assets to Gateway pursuant to the Agreement constitutes a legal, valid, and effective transfer of the Sale Assets, and shall vest Gateway with all right, title and interest of the Debtor in and to the Sale Assets free and clear of all interests of any kind or nature whatsoever.¹¹

Assumption and Assignment of Assumed Contracts to Gateway

     30. Pursuant to 11 U.S.C. §§ 105(a) and 365, and subject to and conditioned upon the Closing, the Debtor’s assumption and assignment to Gateway, and its assumption on the terms set forth in the Agreement, of the Assumed Contracts is hereby approved, (subject to the conditions set forth in paragraphs 12 and 13 herein), and the requirements of section 365(b)(l) of the Bankruptcy Code with respect thereto are hereby deemed satisfied.

¹¹ See Footnote 4.

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     31. The Debtor is hereby authorized and directed in accordance with sections 105(a) and 365 of the Bankruptcy Code (subject to the outcome of the hearing referenced in paragraph 13 herein and any subsequent resolution of the issues between Gateway and Johnson City and West Polk with respect to the Debtor’s proposed assumption and assignment of the Johnson City and West Polk leases) to (a) assume and assign to Gateway, effective upon the Closing, the Assumed Contracts free and clear of all interests of any kind or nature whatsoever, and (b) execute and deliver to Gateway such documents or other instruments as may be necessary to assign and transfer the Assumed Contracts to Gateway.

     32. The Assumed Contracts shall be transferred to, and remain in fall force and effect for the benefit of, Gateway in accordance with their respective terms, notwithstanding any provision in any such Assumed Contracts (including those of the type described in sections 365(b)(2) and 365(f) of the Bankruptcy Code) that prohibits, restricts, or conditions such assignment or transfer and, pursuant to section 365(k) of the Bankruptcy Code, the Debtor shall be relieved from any further liability with respect to the Assumed Contracts after such assignment to and assumption by Gateway.

     33. The assumption and assignment of the Assumed Contracts under section 365 of the Bankruptcy Code is an integral part of the Sale Transaction under section 363 of the Bankruptcy Code and therefore the protections of section 363(m) of the Bankruptcy Code shall also include the Assumed Contracts assigned pursuant to section 365 of the Bankruptcy Code to the fullest extent permitted by law.

     34. All defaults or other obligations of the Debtor under the Assumed Contracts arising or accruing prior to the Commencement Date (without giving effect to any acceleration clauses or any default provisions of the kind specified in section 365(b)(2) of the Bankruptcy

17

Code) as to which no objections were interposed, are deemed cured by the Debtor and the cure amounts with respect to each Assumed Contracts are those amounts set forth in the Notice of Debtor’s Intent to Assume and Assign Certain Executory Contracts and Unexpired Leases, which was served in accordance with the Procedures Order.

     35. With the exception of the amounts set forth in the Notice of Debtor’s Intent to Assume and Assign Certain Executory Contracts and Unexpired Leases, or as otherwise reflected in this Order, each nondebtor party to an Assumed Contract hereby is forever barred, estopped, and permanently enjoined from asserting against the Debtor or Gateway, or the property of any of them, any default existing as of the date of the Sale Hearing; or, against Gateway, any counterclaim, defense, setoff or any other claim asserted or assertable against the Debtor.

     36. The Debtor shall pay all obligations (other than the Assumed Liabilities) arising from the Commencement Date through and including the Closing Date under the Assumed Contracts as and when due, except as otherwise provided in the Agreement. To the extent any obligations (other than the Assumed Liabilities) arising from the Commencement Date through and including the Closing Date are unpaid as of the Closing Date, the Debtor shall pay such amounts as soon as practicable after the Closing of the Sale from the gross proceeds of the Sale.

     37. If the Assumed Contracts are secured by surety bonds issued by the Hanover Insurance Company, then, as of the Closing of the sale of the Sale Assets, such surety bonds shall be deemed released and replaced by surety bonds to be provided by Gateway.

     38. The failure of the Debtor, Gateway, or any non-debtor party to the Assumed Contracts to enforce at any time one or more terms or conditions of any Assumed Contracts shall

18

not be a waiver of such terms or conditions, or of the Debtor’s and Gateway’s or other nondebtor’s rights to enforce every term and condition of the Assumed Contracts.

Additional Provisions

     39. On the Closing Date, each of the Debtor’s creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its interest in the Sale Assets, if any, as such interests may have been recorded or may otherwise exist.

     40. This Order (a) shall be effective as a determination that, on the Closing Date, all liens, claims, and encumbrances of any kind or nature whatsoever existing with respect to the Debtor and the Sale Assets prior to the Closing have been unconditionally released, discharged and terminated, with any of same to attach to the net proceeds of the Sale or as otherwise provided herein, and that the conveyances described herein have been effected, and (b) shall be binding upon and shall govern the acts of all entities including without limitation, all filing agents, filing officers, tide agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the Sale Assets.¹²

     41. Each and every federal, state, and local governmental agency or department is hereby directed to accept for filing and/or recording any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Agreement.

     42. If any person or entity that has filed financing statements, mortgages, mechanic’s liens, lis pendens, or other documents or Agreements evidencing claims or interests with respect

¹² See Footnote 9.

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to the Debtor or the Sale Assets shall not have delivered to the Debtor prior to the Closing Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all interests which the person or entity has with respect to the Debtor or the Sale Assets or otherwise, then (a) the Debtor is hereby authorized and directed to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the Sale Assets and (b) Gateway is hereby authorized to file, register, or otherwise record a certified copy of this Order, which, once filed, registered, or otherwise recorded, shall constitute conclusive evidence of the release of all claims and interests in the Sale Assets of any kind or nature whatsoever with any of same to attach to the net proceeds of the Sale.¹³

     43. The Debtor, the Creditors’ Committee and the 12¼% Noteholders’ Committee shall jointly determine the proper allocation, after payment to Beal Bank in accordance with the Final DIP Order, of the proceeds of the Sale to, among other things, determine the proper post-petition intercompany claims among those Debtor whose assets are being sold in connection with the Sale; provided, however, that to the extent the Debtor, the Creditors’ Committee and the 12¼% Noteholders’ Committee are unable to jointly agree on a proper allocation of the proceeds, this Court shall determine the proper allocation of such proceeds, if any, after payment to Beal Bank in accordance with the Final DIP Order.

     44. Nothing herein shall be deemed to provide for an allocation of the proceeds of the Sale to, among other things, determine the proper post-petition intercompany claims among the Debtors; and the Debtor, the 12¼% Noteholders’ Committee, and the Creditors’ Committee

¹³      This paragraph shall not be applicable to Lucent’s ongoing ownership rights, claims and interests in the 5ESS Software.

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hereby reserve their respective rights to determine and to object to the allocation of the proceeds of the Sale, if any.

     45. Pursuant to sections 105(a) and 1146(c) of the Bankruptcy Code, the transfer of the Sale Assets is not subject to taxation under any federal, state, local, municipal or other law imposing or purporting to impose a stamp, transfer, recording, or any other similar tax on any of the Debtor’s transfers or conveyances of the Sale Assets, which includes real estate, personal property, and any other assets.

     46. All entities who are presently, or on the Closing Date may be, in possession of some or all of the Sale Assets are hereby directed to surrender possession of the Sale Assets to Gateway on the Closing Date.

     47. Except for the Assumed Liabilities, except as expressly provided herein, Gateway shall have no liability or responsibility for any liability or other obligation of the Debtor arising under or related to the Sale Assets. Without limiting the generality of the foregoing, and except as otherwise specifically provided herein and in the Agreement, Gateway shall not be liable for any claims against me Debtor or any of its predecessors or affiliates, and Gateway shall have no successor or vicarious liabilities of any kind or character whether known or unknown as of the Closing Date, now existing or hereafter arising, whether fixed or contingent, with respect to the Debtor or any obligations of the Debtor arising prior to the Closing Date, including, but not limited to, liabilities on account of any taxes arising, accruing, or payable under, out of, or in connection with, or in any way relating to the operation of the business prior to the Closing Date.¹⁴

     48. Except for the Assumed Liabilities, except as expressly provided herein, the sale, transfer, assignment and delivery of the Sale Assets shall not be subject to any claims or

¹⁴ See Footnote 9.

21

interests, and claims and interests of any kind or nature whatsoever shall remain with, and continue to be obligations of, the Debtor, with any of same to attach to the net proceeds of the Sale. Following the Closing Date, no holder of claim against or an interest in the Debtor shall interfere with Gateway’s title to or use and enjoyment of the Sale Assets based on or related to such claims or interest.

     49. This Court retains jurisdiction to enforce and implement the terms and provisions of the Agreement, all amendments thereto, any waivers and consents thereunder, and of each of the Agreements executed in connection therewith in all respects, including, but not limited to, retaining jurisdiction to (a) compel delivery of the Sale Assets to Gateway, (b) resolve any disputes arising under or related to the Agreement, except as otherwise provided therein, (c) interpret, implement, and enforce the provisions of this Order, and (d) protect Gateway against and determine the extent and validity of any interests in the Debtor or the Sale Assets, of any kind or nature whatsoever, attaching to the net proceeds of the Sale.

     50. The transaction contemplated by the Agreement is undertaken by Gateway in good faith, as that term is used in section 363(m) of the Bankruptcy Code. Accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale to Gateway, unless such authorization is duly stayed pending such appeal. Gateway is a purchaser in good faith of the Sale Assets, and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code.

     51. The terms and provisions of the Agreement and this Order shall be binding in all respects upon, and shall inure to the benefit of, the Debtor, its estate, and its creditors, Gateway, and their respective affiliates, successors and assigns, and shall be binding in all respects upon any affected third parties including, but not limited to, all persons asserting interests in the Sale

22

Assets to be sold to Gateway pursuant to the Agreement, notwithstanding any subsequent appointment of any trustee(s) under any chapter of the Bankruptcy Code, as to which trustee(s) such terms and provisions shall likewise be binding.

     52. The failure specifically to include any particular provision of the Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Agreement be authorized and approved in its entirety.

     53. To the extent of any inconsistencies between the Agreement and this Order, the terms of this Order shall control.

     54. The Agreement and any related Agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by both parties, with three business days notice to the 12¼% Noteholders Committee, the Creditors’ Committee and Beal Bank, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not have a material adverse effect on the Debtor’s estate, provided, however, that if the 12¼% Noteholders Committee, the Creditors’ Committee, or Beal Bank notifies each of the parties in accordance with section 10.4 of the Agreement that it objects to such modification within two business days of receiving notice of the proposed modification, the Debtor shall seek approval from this Court of such modification. As to the foregoing, if any such proposed modification, amendment or supplement to the Agreement would in any way affect Lucent’s rights in the 5ESS Software, Lucent shall be entitled to the same notice and opportunity to object as has been provided hereby to the Creditors’ Committee, the 12¼% Committee and Beal Bank.

     55. The Debtor’s request for a waiver of Bankruptcy Rules 6004(g) and 6006(d) is hereby denied, provided, however. that the ten-day stay period provided by such rules is hereby

23

shortened such that this Order shall become effective as of January 29, 2003 at 5:00 p.m. Eastern Standard Time. Any request for a further stay of the effectiveness of this Order shall be made only to the district court or any higher court; the requirements of Fed. R. Bankr. P. 8005 for application to this Court for any further stay are dispensed with and waved.

Dated: New York, New York

            January 24, 2003

     /s/ Robert E. Gerber HONORABLE ROBERT E. GERBER

UNITED STATES BANKRUPTCY JUDGE

24

EXHIBIT B-3

Copy of Assumption Agreement

1

ASSUMPTION AGREEMENT

     THIS ASSUMPTION AGREEMENT is made as of February 7, 2003, by and among Adelphia Business Solutions Operations, Inc., a Delaware corporation (“Seller”), Citynet Holdings, LLC, a Delaware limited liability company (“Citynet”) and Gateway Columbus, LLC, an Ohio limited liability company (“Gateway”).

RECITALS

     WHEREAS, Adelphia Business Solutions, Inc. and certain of its wholly owned subsidiaries, including Seller, commenced cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Code”) on March 27, 2002 by filing voluntary petitions with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), jointly administered under Case No. 02-11389;

     WHEREAS, Seller and Gateway are parties to an Asset Purchase Agreement, dated as of November 15, 2002 (the “Asset Purchase Agreement”), pursuant to which Gateway has agreed to purchase certain assets and assume certain liabilities of Seller for the Purchase Price set forth therein. Capitalized terms used but not defined herein shall have the meanings set forth in the Asset Purchase Agreement;

     WHEREAS, Citynet is the successor in interest to certain rights of Gateway and is the assignee of all of Gateway’s rights and obligations under the Asset Purchase Agreement;

     WHEREAS, the Bankruptcy Court has entered the Approval Order as required in Asset Purchase Agreement.

     WHEREAS, by a Bill of Sale being executed and delivered by Seller and Citynet simultaneously herewith, Seller is selling, granting, assigning, transferring, conveying and delivering to Citynet all of its right, title and interest as of the date hereof in and to the Assets; and

     WHEREAS, pursuant to Section 3.1(c)(iv) of the Asset Purchase Agreement, at the Closing Citynet is required to execute and deliver an instrument of assumption in form and substance satisfactory to Seller, pursuant to which Citynet shall assume all Assumed Contracts and Assumed liabilities as of the Closing.

     NOW, THEREFORE, in order to satisfy the requirements of the Asset Purchase Agreement and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. As of the date hereof, Citynet hereby assumes the obligations under, and agrees to be bound by and to pay, perform and discharge when due, all of the Assumed Liabilities to the extent required by the Asset Purchase Agreement. Without limiting the generality of the foregoing, Citynet agrees to be bound by and to pay,

perform, observe and discharge when due all of the terms, conditions and provisions of each of the Assumed Contracts, all with full force and effect as if Citynet had originally executed such Assumed Contract, including the payment of Cure Amounts, but only to the extent that may be required by the Asset Purchase Agreement.

     2. The respective rights of Seller, on the one hand, and Citynet, on the other hand, with respect to the Assumed Liabilities assumed hereunder shall be governed by the Asset Purchase Agreement. Nothing in this Assumption Agreement shall be construed to be a modification of, or limitation on, any provision of the Asset Purchase Agreement, including the representations and warranties set forth therein and the obligations of Seller and Citynet pursuant to the terms thereof. To the extent that any provision of this Assumption Agreement conflicts or is inconsistent with the terms of the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern.

     3. Subject to the provisions of the Asset Purchase Agreement, Citynet agrees to indemnify and hold Seller and its Affiliates harmless against and in respect of any Damages arising out of, resulting from or relating to the Assumed Liabilities, as more fully set forth in Article IX of the Asset Purchase Agreement.

     4. Nothing in this Assumption Agreement shall operate so as to release Citynet from any obligation or liability under the Asset Purchase Agreement.

     5. Nothing in this Assumption Agreement shall operate as to (a) release Gateway from any of its obligations under the Asset Purchase Agreement or (b) amend, modify or waive any liabilities or obligations of Gateway under the Asset Purchase Agreement, provided, however, that nothing in this Assumption Agreement shall be deemed or construed to vest any interest in the Assets in Gateway and Gateway hereby waives any and all of its rights relating to such Assets.

     6. Citynet and Gateway hereby (a) represent end warrant that Citynet is an affiliate of Gateway and (b) acknowledge that Seller is entering this Assumption Agreement with Citynet in reliance upon such representation and warranty.

     7. This Assumption Agreement shall be governed by, and construed in accordance with, the Bankruptcy Code and the laws of the State of New York, regardless of the laws might otherwise govern under applicable principles of conflict of laws. Any and all claims relating to this Assumption Agreement shall be filed and maintained in the Bankruptcy Court, and the parties hereto hereby consent to, and submit to, the personal and subject matter jurisdiction of the Bankruptcy Court.

     8. This Assumption Agreement is not intended and shall not be construed to confer upon any Person, other than the parties and their respective successors and permitted assigns under the Asset Purchase Agreement, any rights and remedies hereunder.

     9. This Assumption Agreement may be executed in one or more counterparts, all of which shall be deemed one and the same agreement.

2

     IN WITNESS WHEREOF, Seller, Citynet and Gateway have caused this Assumption Agreement to be executed and delivered as of the date first above written.

ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC.
By:	/s/ John Glicksman
	Name:	John Glicksman
	Title:	VICE PRESIDENT AND GENERAL COUNSEL

CITYNET HOLDINGS, LLC
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	MANAGER

GATEWAY COLUMBUS, LLC
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]

3

EXHIBIT C

List of Tenant’s Personal Property

1

	B	C	D	E	F
1			EXHIBIT A
2
3	Manufacturer	QTY	Description	Model	Serial Number
4
5	Switch
6	Lucent	1	SWITCHING SYSTEM	1	E3059VE and E8053VE
7	Lucent	1	Generic Software Program	1	”
8	Lucent	1	Computer Processor	1	”
9	Lucent	5	Switching Modules 2000 e/w (80) STS’s	5	”
10
11	Hardware Summary
12	Lucent	1	Computer System Processor Cabinet (CSPC)	1	”
13	Lucent	1	Ring Node Cabinet (RN 00/32)	1	”
14	Lucent	6	Communications Module 2 Cabinet (CM2)	6	”
15	Lucent	5	Switching Module Control Cabinet (SMC)	5	”
16	Lucent	12	Line Trunk Peripheral Cabinet (LTP)	12	”
17	Lucent	10	Digital Network Unit - Sonet (DNUS)	10	”
18	Lucent	80	Synchronous Transport Signal Cross Connect-1 (STSX-1)	80	”
19	Lucent	2	Access Interface Unit (AIU)	2	”
20	Lucent	16	Packet Switch Unit 2 (PSU2)	16	”
21	Lucent	1	Digital Service Unit 2 (DSU2)	1	”
22	Lucent	3	Modular Metallic Service Unit (MMSU)	3	”
23	Lucent	2	Global Power Distribution Frame (GPDF)	2	”
24	Lucent	5	Power Distribution Panel	5	”
25	Lucent	2	Miscellaneous Cabinet (M)	2	”
26
27	Lucent	1	Office Alarm Unit	1	”
28	Lucent	2	Resistor Panel	2	”
29	Lucent	1	909B ML-1 Voice Coupler	1	”
30	Lucent	2	3A SMSI-TUD Translator	2	”
31	Lucent	1	3000 Modem Shelf	1	”
32	Lucent	8	3811 Data Set Modem	8	”
33	GDC	2	GDC 202T Standalone Modem	2	”
34	Wescom	2	Wescom 829 Auxiliary Modem	2	”
35	Lucent	1	Master Control Console (MCC)	1	”
36	Lucent	2	Supplementary Trunk and Line Work Station (STLWS)	2	”

	B	C	D	E	F
37	Lucent	1	AIMS System Terminal	1	”
38	Lucent	1	Circuit Pack Storage Cabinet (CPSC)	1	”
39	Lucent	1	Single Sided Low Profile Distribution Frame (SSLPDF)	1	”
40	Lucent	1	Cabling, Cable Racking, Auxiliary Framing and Lighting	1	”
41
42	ETC	1	ETC Digital Announcement Unit	1	153411
43	3Com	1	3COM 96 Port Voice Mail System	1	3882Q024
					00L231007205,
					00L231007202,
					00L250007997,
44	Lucent	4	Galaxy Fuse type BDFB	108-479-106	00L250007217
					00L231007211,
45	Lucent	2	Galaxy Fuse type BDFB	108-479-106	00L250008009
46
47	Transmission
					A35194, A53350,
					A44916, A32314,
					A53347, A44916,
					A28651, A53200,
					A44664, A29736,
					A44971, A53349,
48	Fujitsu	5	Fujitsu Sonet w24 / e6 DS3, w24 / e6 STS-1 each	FLM 2400	A35223, A35202, A35352
49	Fujitsu	1	Fujitsu Sonet w 3 STS	FLM 150
50	Fujitsu	3	Fujitsu Sonet w18 / e6 STS-1 each	Flash 600 ADX	00740, 00727, 00728
51	Carrier Access	36	CAC Navigator w32 / e32 DS1 each	Navigator	020003704084
52					020003704088
53					020003804216
54					020003704097
55					020003704096
56					020003704103
57					020003804184
58					020003804218
59					020003804222
60					020003804209
61					020003804214
62					020003704109
63					020003704135
64					020003804219

	B	C	D	E	F
65					020003704019
66					020003804236
67					020003704117
68					020003804220
69					020003804189
70					020003804212
71					020003704064
72					020003704129
73					020003704089
74					020003704104
75					020003704018
76					020003704021
77					020003704086
78					020003704136
79					020003704099
80					020003704072
81					020003704133
82					020003704048
83					020003704101
84					020003804208
85					020003804217
86					020003700493
87	Adtran	2	Adtran Channel Banks w1 / e1 OCUDP each		Unknown
88
89	DACS
90
91	Tellabs Titan 5500	2	Administrative Complex Shelf	550A	OEO11734, OEO114149
92	Tellabs Titan 5500	1	Alarm Interface Panel	5540	OEO054230
93	Tellabs Titan 5500		Breaker/Frame Alarm Panel	5550	OEO081893
					OEO087618,
					OEO087513,
					OEO092424,
		8	End Switch Shelf		OEO091813,
					OEO095012,
					OEO085035,
94	Tellabs Titan 5500			550C	OEO090541, OEO090606

	B	C	D	E	F
					OEO097995,
		4	Center Switch Shelf		OEO094014,
95	Tellabs Titan 5500			550B	OEO086707, OEO098005
					114855, 114853, 114705,
					114725, 094793, 094789,
					094791, 094668, 111910,
		20	STS/DS3 shelf		111912, 111898, 111900,
					114877, 114869, 114701,
					114719, 114833, 114747,
					114731, 114742
96	Tellabs Titan 5500			550E
					114423, 114441, 114446,
		8	DDS1 shelf		114444, 115625,115604,
97	Tellabs Titan 5500			550M	115633, 115631
					113554, 113565, 113534,
		12	OC12 shelf		113544, 113437, 113446,
					090464, 111835, 092312,
98	Tellabs Titan 5500			550K	092685, 099003
99	Tellabs Titan 532	2	NES shelf		094240, 094248
100	Tellabs Titan 532	1	CES shelf		NI2834153K
101	Tellabs Titan 532	2	PES shelf		NI1304267K,
					MJ0622221K
102
103
104	Data Equipment
105	Lucent	1	Stinger, DSL		9420535
106	Lucent	1	ATM Switch	CBX500	BAC4V2KCAB
107	Jetstream	1	Jetstream VoDSL Gateway	CPX-1000	01-W1928B10A
108	Redback	1	Redback Router	SMS-500	15031010191206
109
110	DSX Equipment
111	ADC	49	DSX 1- 56 position panel	PXP-312002	Unknown
112	ADC	18	DSX 1- 64 position panel	PXP-332001	Unknown
113	ADC	27	DSX 3- 32 position panel	PXP-A00000	Unknown
114	ADC	43	DSX3- 24 position panel	DSX4R-24B0-D24	Unknown
115

	B	C	D	E	F
116	Misc. Hardware
117	Centest	1	Centest 650		1509
118	Harris	1	WS3000 Discrete Expander	WS 3000	171755
					171539, 171531, 171571,
119	Harris	5	DS2000	DS2000	171590, 170693
120	Harris	1	Discrete Annunciators		154043
121	Harris	1	Alarm panel		Unknown
122	ADC	2	FEC cabinet		Unknown
123	ADC	4	FDF/LDF frame		Unknown
124	Bits	1	Digital Clock Distribution	DCD523
125	Bits	1	Digital Clock GPS	45100-11
126
127	Voice Mall	1	Compaq Server with voicemail		D123FFL1K016
128
129	Surveillance Equipment				251423831, 25143835,
130	Cisco	1	Cisco 2509 Router, IOS, Memory, Cable	2509	25141119, 251411328
131	Cisco	4	2511 Router	AS-2511-RJ
132		1	Cisco 2621 4-slot Modular Router-AC with IP Software	2621	JMX0504K1TQ
133		1	1-Port WAN DSU-T1		Unknown
					KAB0517M02B,
134		3	3548 Cisco Switch	WS-3548-XL-EN	KAB0517M037
135		1	AT&T 3820 Modem		Unknown
136		1	AT&T 3810 Modem
137		1	AT&T 3510 Modem
138	Cisco	2	2600 Series
139	Catalyst	2	1900 Series		CNFBM30FAA
140	WIC	2	2T Serial
141	Levitron	5	48 port Cat5	T568B
142
143
144	MISC
145
146	Chairs	26	Herman Miller
147	Chairs	15	other
148	Chairs	4	Kitchen
149	Table	1	Kitchen

	B	C	D	E	F
150	Table	1	Small Conference Room (Round)
151	Table	2	Medium Conference Room
152	Table	1	Large Conference Room
153	Cabinet	1	Small Credenza
154	Cabinet	1	Large Credenza
155	Cabinet	2	Media Cabinet
156	Cabinet	10	4 Shelf
157	Cabinet	3	3 Shelf
158	Cabinet	4	4 Drawer
159	Cabinet	2	3 Drawer
160	Desk	1	Computer Room
161	Private Office	2	Work Station, Coat Closet system
162	Front Entrance	1	Work Station (Receptionist)
163	Cubicles	9	Work Stations
164
					00L231007205,
					00L231007202,
					00L250007997,
165	Lucent	4	108-479-106	Galaxy Fuse type BDFB	00L250007217
					00L231007211,
166	Lucent	2	Galaxy Fuse type BDFB	108-479-106	00L250008009

EXHIBIT C-2

Copy of Lease Termination Agreement

1

LEASE TERMINATION AGREEMENT

          This LEASE TERMINATION AGREEMENT (this “Agreement”) is entered into by and between GO DADDY SOFTWARE, INC., an Arizona corporation (“Go Daddy”), as successor in interest to Sterling Buckeye Network Exchange, LLC, a Delaware limited liability company (“Original Landlord”), and CITYNET HOLDINGS, LLC, a Delaware limited liability company (“Citynet”), as successor in interest to Adelphia Business Solutions Operations, Inc., a Delaware corporation (“Original Tenant”).

RECITALS

A.	WHEREAS, Original Tenant and Original Landlord entered into that certain Lease dated on or about June 2000 (the “Lease”) for the lease of the premises commonly known as 1402 East Buckeye Road, Suite 1, Phoenix, Arizona 85034 (the “Leased Premises”);
B.	WHEREAS, Original Tenant assigned its interest in the Lease to Citynet pursuant to that certain Assumption Agreement dated February 7, 2003;
C.	WHEREAS, Original Landlord intends to sell its interest in the real property commonly known as 1402 East Buckeye Road (the “Property”) to Go Daddy pursuant to that certain Purchase and Sale Agreement of even date herewith (the “PSA”);
D.	WHEREAS, upon the closing the transaction contemplated in the PSA (the “Closing”), Go Daddy will have purchased the Property subject to the Lease;
E.	WHEREAS, Go Daddy and Citynet have agreed to terminate the Lease immediately following the Closing and enter into a new ground lease on the Property;

          NOW, THEREFORE, in consideration of this Agreement, the mutual agreements, covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, Citynet and Go Daddy agree as follows:

1. Effectiveness of Termination.

1.1 The parties hereto agree that in lieu of the original expiration date contained in the Lease, the Lease shall automatically terminate immediately following the Closing (the “Termination Date”). In the event that the Closing does not occur for any reason whatsoever, then this Agreement shall be of no further force and effect and each party to this Agreement forever waives any and all claims that it may have at any point in time against the other party for any reason whatsoever. Any and all expenses or costs incurred by Citynet in surrendering the Leased Premises shall be the sole responsibility of Citynet. Under no circumstances shall Go Daddy bear any responsibility for any expenses incurred by Citynet in connection with the Lease, this Agreement (unless resulting from a breach hereof by Go Daddy) or any other agreement. Unless prior written agreements control, Citynet shall quit the Leased Premises, and , except (i) any portion of the Leased Premises that are not in good condition and repair and are set forth on Exhibit “A” attached to this Agreement and (ii) to the actual knowledge of CityNet, shall surrender and

return to Go Daddy in good condition and repair, reasonable wear and tear excepted, the Leased Premises, and all building systems that are set forth on Exhibit “B” attached to this Agreement. The building systems set forth on Exhibit “B” shall be surrendered in good working condition. The failure by Citynet to surrender in the condition set forth in this Section 1 (i) the Leased Premises and (ii) the building systems set forth on Exhibit “B” attached to this Agreement may, at Go Daddy’s sole discretion, be considered a holdover of the Leased Premises as such shall be governed by the terms of the Lease. Citynet shall also return to Go Daddy all keys, pass-cards and other similar items provided to Citynet at any time by Original Landlord in connection with the Leased Premises. Citynet also agrees that, except for that personal property set forth on Exhibit “C” attached to this Agreement, Citynet shall remove all of Citynet’s personal property from the Leased Premises no later than the Closing. Citynet may request no more than thirty (30) days after the Closing within which to remove all of its personal property, approval of which request will not be unreasonably withheld; provided, however, in the event that CityNet fails to remove all of CityNet’s personal property from the Leased Premises prior to the expiration of such thirty (30) day period, CityNet shall pay Go Daddy rent at the rates set forth in the Lease until such time as CityNet has fully and completely removed all of its personal property from the Leased Premises. As used in this Section 1.1, the phrase “actual knowledge” shall mean the actual knowledge of Jeff Ray and James Martin.

1.2

Go Daddy and Citynet shall execute a new lease, which lease shall be in the form and on the terms as set forth on Exhibit “D” hereto (the “New Lease”). The New Lease shall become effective immediately after the effectiveness of this Agreement and subsequent to the Closing; provided, however, CityNet shall have the right, in CityNet’s sole discretion to declare the New Lease null and void at any time and for any reason prior to the Closing by delivering written notice to Go Daddy of such intent to void.

2	Continued Performance. The parties agree that each shall continue to perform the party’s respective obligations contained in the Lease through and including the Termination Date.
3	Release. Upon Citynet satisfying the conditions set forth in Section 1 above, Go Daddy and Citynet hereby release, discharge and waive any and all claims against each other arising out of or in any way connected with the Lease and Citynet’s possession of the Leased Premises, except that Go Daddy shall not waive or release any claims for indemnification, contribution or apportionment of claims or liability brought against Go Daddy by any third party resulting from Citynet’s possession of the Leased Premises, and Go Daddy shall not waive any claims for damages resulting from any latent or hidden defects or hazardous materials contamination caused by Citynet during its possession and use of the Leased Premises.
4	Representations and Warranties. Upon termination of the Lease as set forth herein, Citynet shall transfer and assign at no cost or expense all of Citynet’s personal property set forth on Exhibit “C” attached to this Agreement, which shall be free of all claims or other encumbrances. Citynet represents and warrants that (i) it is the owner of and has good and marketable title to all of the personal property listed in Exhibit “C”; (ii) the personal property listed on Exhibit “C” is free and clear of all debts and encumbrances; and (iii) it has not entered into, caused to be filed or recorded, or allowed to be filed or recorded, any Uniform Commercial Code financing statements that encumber the personal property set

	forth on Exhibit “C” attached to this Agreement. In the event any such financing statements has been or is filed or recorded against the personal property set forth on Exhibit “C” attached to this Agreement, Citynet shall, within five (5) days after written request from Go Daddy, immediately cause such financing statements to be released.
5	Claims and Liens. As of the Termination Date, Citynet represents and warrants that it does not have any claims against the Original Landlord or Go Daddy in respect of any default or obligation of the Original Landlord or Go Daddy pursuant to the terms of the Lease or otherwise, that the Original Landlord does not hold any deposits of any nature that Citynet has a claim now or against or that Citynet may have a claim in the future, and that Citynet has not permitted any mechanics’ or similar lien to be attached to its interest in the Leased Premises.
6	Binding. This Agreement shall be for the benefit of, and shall be binding upon, the parties hereto and their respective heirs, executors, administrators and assigns.
7	Final Agreement. This Agreement shall constitute the final agreement and understanding of the parties on the subject matter hereof. This Agreement may be modified only by a further writing, signed by the parties hereto.
8	Attorneys’ Fees. If any legal action is commenced to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses in addition to any other relief to which such party may be entitled.
9	Governing Law; Venue. This Agreement shall be interpreted in accordance with Arizona law. Both parties hereto submit to the jurisdiction of the appropriate courts of Maricopa County, Arizona.

IN WITNESS WHEREOF, Citynet and Go Daddy have duly executed this Agreement as of August 12, 2005.

GO DADDY SOFTWARE, INC., an Arizona corporation		CITYNET HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Robert R. Parsons	By:	/s/ Jeffrer A. Ray
Name:	ROBERT R. PARSONS	Name:	JEFFRER A. RAY
Its:	PRESIDENT	Its:	GENERAL COUNSEL

EXHIBIT “A”

Portions of Leased Premises not in good condition and repair

Landscaping has not been performed in the back of building since January of 2005. Many of the exterior lights are inoperative during certain times of the night.

Citynet’s gate code was never restored.

The original lock cylinders need re-installed on six exterior doors — (2) on the main double door, (1) on the northeast door, (1) on the southwest door, and (2) for the two doors facing Buckeye Road.

The electric door handles need repaired on four exterior doors.

Wires have been visibly cut on the main double door.

There are three additional doors that have been disabled and prevent access to the building with badges.

An interior door jam needs repaired. It was damaged or dismantled between the collocation room and an interior hallway. Wires are hanging and parts are laying on the floor. The lock was damaged/drilled and/or pried.

Interior door lock damaged on double door to loading dock area.

The security system will have to be re-connected and tested. The security system is powered by a DC transformer and wires were cut between the transformer and the security system. The leads to the battery in the security system also were cut. The two phone lines used to dial out and also for daily diagnostics were disconnected from the phone jack.

The fire alarm also is showing a lost communications alarm on the main board. It is possible that Original Landlord may have cut a line to the fire alarm dialer.

EXHIBIT “B”

Building Systems

Any and all building security systems
Any and all utility monitoring systems
Any and all power systems and related items
Any and all systems related to plumbing, heating, ventilating and air conditioning systems
Any and all mechanical and electrical systems

EXHIBIT “C”

Tenant’s Personal Property Remaining in the Leased Premises after Surrender

Manufacturer	QTY		Description	Model	Serial Number
DC Power
Lucent		1	GPS 4848 Initial Bay	H 569-434	00DJ09418056
Lucent		4	GPS 4848 Sup. Bay	H 569-434	00DJ09418714, 00DJ09420928, 00DJ09420930, 00DJ09418716
Lucent		20	595A2, 480V AC input, 200A Rectifiers for GPS 4848	107-534-497	Unknown
Lucent		7	Unigy II 1A-85-99S Battery Strings, 4200 Amp Hour each (total of 504 Batteries)	407-531-839	Unknown
Lucent		4	Galaxy Fuse type BDFB	108-479-106	00L231007205, 00L231007202, 00L250007997, 00L250007217
DC Power Collo
Lucent		1	GPS 4812 Initial Bay	H569-436	00DJ12400248
Lucent		8	596A, 240V AC input, 50A Rectifiers for GPS 4812	107-598-120	Unknown
Lucent		2	Unigy II 3 AVR 85-33S Battery Strings, 1400 Amp Hour each (47 Batteries Total)	407-531-466	Unknown
Lucent		2	Galaxy Fuse type BDFB	108-479-106	00L231007211,
		1	Panels P-6 Sections 1 and 2, P7, P4 Sections 1 and 2, P5 Section 1 and 2, Transformers T4, T5, T6, and T7		00L250008009 Unknown
Lucent		1	5KVA DC/AC Inverter
Generators and AC Switch Gear
Onan		1	1250 KW generator with 6400 gallon fuel tank	1250DFLC	Unknown
Russ Electric		1	2500 amp Automatic Transfer Switch (cost included with Gen-Set) ATS1, Switchboard DP1, Panel DP1	RMTD25004CEF	Unknown
		1	Panels H1, H2, H3, H4, CP1, PI, P2, P3		Unknown
		1	TVSS-DP1 , Transformer T1 , T2, T3		Unknown
Environmentals
Liebert		8	30 ton HVAC unit	VH380A-AAE1	Unknown
Liebert		4	20 ton HVAC unit	VH245A-AAE0	Unknown
Liebert		8	FM200 Tanks		Unknown
Liebert		9	Outside Air Condensors (ACC1, ACC2, ACC3, ACC4, ACC6, ACC7, ACC9, ACC10, ACC1 1		Unknown
Liebert		9	HVAC Units (CRAC-1 , CRAC-2, CRAC-3, CRAC-4, CRAC-6, CRAC-7, CRAC-9, CRAC-10, CRAC-11)		Unknown
Trane		6	Heat Pumps (CV-1, CV-2, CV-3, CV-4, CV-5, CV-6)		Unknown
Cheetah		1	Fire Protection System (FM200 and Pre-Action)		Unknown
		1	Hydrogen Alarm System, Hydrogen Alarm interface Panel		Unknown
		10	Fire Extinguishers		Unknown
		1	Building alarm and access control system		Unknown
		1	All building/infrastructure CAD Drawings		Unknown

EXHIBIT “D”

New Lease

(see attached)

EXHIBIT C-3

Copy of New Lease

1

LEASE

     THIS LEASE (this “Lease”) is entered into as of August 12, 2005 by and between GO DADDY SOFTWARE, INC., an Arizona corporation (“Landlord”) whose address is 14455 N. Hayden Road, Suite 219, Scottsdale, Arizona 85260, and CITYNET HOLDINGS, LLC, a Delaware limited liability company (“Tenant”) whose address is 113 Platinum Drive, Bridgeport, West Virginia 26330.

     NOW, THEREFORE, in consideration of this Lease, the mutual agreements, covenant and promises contained herein and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, Landlord and Tenant agree as follows:

1. Basic Lease Provisions.

     1.1 Premises. Except as may be modified by Landlord prior to Tenant’s commencing construction of the Tenant Improvements, the Premises shall consist of no more than Thirty Five Hundred (3,500) square feet, determined in accordance with the terms and conditions set forth on Exhibit “A”, attached to this Lease. Tenant and Landlord shall mutually determine and approve the location of the Premises prior to Tenant commencing construction of the Tenant Improvements, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Tenant acknowledges and agrees that Landlord shall have the right, in its reasonable discretion, to change the location of the Premises at any time after such determination and approval but prior to Tenant commencing construction of Tenant Improvements.

     1.2 Commencement Date. The Closing, as that term is defined in that certain Lease Termination Agreement by and between Landlord and Tenant of even date herewith.

     1.3 Term. Approximately 120 months.

     1.4 Use. The installation, operation and maintenance of equipment and related appurtenances in connection with Tenant’s telecommunications or network business.

     1.5 Monthly Rent. During the first sixty (60) months of the Term, the Monthly Rent shall be Three Thousand and No/100 Dollars ($3,000.00). From the sixty first (61^st) month to the seventy second (72^nd) month of the Term, the Monthly Rent shall be Three Thousand Two Hundred Fifty and No/100 Dollars ($3,250.00). From the seventy third (73rd) month to the eighty fourth (84th) month of the Term, the Monthly Rent shall be Three Thousand Five Hundred and No/100 Dollars ($3,500.00). From the eighty fifth (85th) month to the ninety sixth (96th) month of the Term, the Monthly Rent shall be Three Thousand Seven Hundred Fifty and No/100 Dollars ($3,750.00). From the ninety seventh (97th) month to the one hundred eighth (108th) month of the Term, the Monthly Rent shall be Four Thousand and No/100 Dollars ($4,000.00). From the one hundred ninth (109th) month to the one hundred twentieth (120th) month of the Term, the

Monthly Rent shall be Four Thousand Two Hundred Fifty and No/100 Dollars ($4,250.00). Monthly Rent during the Renewal Term shall be equal to the then fair market value of the Premises to be negotiated in good faith by the parties hereto.

     1.6 Security Deposit. Three Thousand and No/100 Dollars ($3,000.00).

     1.7 Property. The real property commonly known as 1402 East Buckeye Road, Phoenix, Arizona, with respect to which Property Landlord covenants that it is or will be the owner thereof in fee simple and has full right to make and enter into this Lease.

2. Lease/Ingress and Egress. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises. Except to the extent required by governmental authorities, Landlord shall not change or alter the Property in such a manner that adversely, materially and permanently affect the access to the Premises from Buckeye Road. Tenant shall have the right to use such access during the Term and Renewal Term (if applicable) of this Lease.

3. Definitions. The following terms shall have the following meanings in this Lease.

     3.1 Alterations. Any alterations, additions or improvements made by or on behalf of Tenant that are both (i) in, on or about the Premises and (ii) outside of the building facility to be constructed by Tenant after the Commencement Date.

     3.2 HVAC. Heating, ventilating and air conditioning.

     3.3 Interest Rate. Twelve percent (12%) per annum, however, in no event to exceed the maximum rate of interest permitted by law.

     3.4 Landlord’s Agents. Landlord’s authorized agents, partners, subsidiaries, directors, officers, and employees.

     3.5 Outside Area. All areas and facilities within the Property provided and designated by Landlord for the general use and convenience of Tenant and other tenants and occupants of any part of the Property, including, without limitation, the parking areas, access and perimeter roads, sidewalks, landscaped areas, service areas, trash disposal facilities, and similar areas and facilities designated by Landlord. Landlord shall at all times have exclusive control of the Outside Area and may at any reasonable time temporarily close any part thereof, exclude and restrain anyone from any part thereof, except the bona fide customers, employees and invitees of Tenant and any other occupants of the Property who use such areas in accordance with the reasonable rules and regulations as Landlord may from time to time promulgate, and may reasonably change the configuration or location of the Outside Area. In exercising any such rights, Landlord shall use reasonable efforts to minimize any disruption of Tenant’s business. Landlord shall have the right to reconfigure the parking area and ingress to and egress from the parking area, and to modify the directional flow of traffic of the parking area.

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     3.6 Real Property Taxes. Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Property or any part thereof or the rent and other sums payable hereunder by Tenant, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) upon any legal or equitable interest of Landlord in the Property or any part hereof, (iii) upon this transaction or any document to which Tenant is a party creating or transferring any interest in all or any part of the Property; or (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Property whether or not now customary or within the contemplation of the parties.

     3.7 Rent. The Monthly Rent described in Section 1.5.

     3.8 Sublet. Any transfer, sublet, assignment, license or concession agreement, or change of ownership of this Lease or the Tenant’s interest in the Lease or any portion thereof, except for a Co-Location as defined in Section 23.2.

     3.9 Subtenant. The person or entity with whom a Sublet agreement is proposed to be or is made.

     3.10 Tenant Improvements. Those improvements to the Premises to be constructed by Tenant as described in Section 9.

     3.11 Tenant’s Agents. Tenant’s authorized agents, partners, subsidiaries, directors, officers, managers and employees.

     3.12 Tenant’s Personal Property. Tenant’s trade fixtures, furniture, equipment and other personal property in the Premises.

4. Lease Term. The Term shall be one hundred twenty (120) months, commencing on the Commencement Date, and ending one hundred twenty (120) months thereafter, unless sooner terminated as provided herein. Tenant shall have the option to renew this Lease for one additional period of five (5) years (the “Renewal Term”) in accordance with the terms and conditions set forth upon Exhibit “C”. At any time during the first twelve (12) months of the Lease Term, Tenant shall have the right to terminate this Lease for any reason upon ninety (90) days written notice to Landlord.

5. Rent.

     5.1 Monthly Rent. Tenant shall pay to Landlord, in lawful money of the United States, commencing on the Commencement Date and continuing thereafter on the first (1st) day of each calendar month throughout the Term and Renewal Term (if applicable), Monthly Rent in the amount set forth in Section 1.5. Except as otherwise

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provided herein, Monthly Rent shall be payable in advance, without abatement, deduction, claim, offset, or prior notice or demand. If the Commencement Date is not the first day of a calendar month, Tenant shall pay a pro rata portion of Monthly Rent for the partial month prior to the Commencement Date and the Commencement Date shall be deemed to be the first day of the next following month.

     5.2 Rental Abatement. Notwithstanding anything to the contrary in this Section 5, for a period of eighteen (18) months commencing on the first day of the calendar month after the Commencement Date (the “Rental Abatement Period”), Tenant shall not be obligated to pay the Monthly Rent. Should Tenant commit an event of default under Section 24, in addition to any and all other obligations under this Lease, Tenant shall reimburse Landlord for any and all abatements of Monthly Rent granted to Tenant by Landlord during the Rental Abatement Period.

6. Late Payment Charges. Tenant acknowledges and agrees that late payment by Tenant to Landlord of Rent and other charges provided for under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult or impractical to fix. Therefore, if any installment of Rent or any other charge due from Tenant is not received by Landlord by the date such Rent or other charge is due, Tenant shall pay to Landlord an additional sum equal to five percent (5%) of the amount overdue as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant.

Initials:

Landlord [ILLEGIBLE ]   Tenant [ILLEGIBLE ]

7. Security Deposit. Tenant shall deposit with Landlord upon the execution of this Lease the Security Deposit set forth in Section 1.6 for the full and faithful performance of every provision of this Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease, Landlord may apply all or any part of the Security Deposit for the payment of any Rent or other sum in default, the repair of such damage to the Premises or Property or the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. If any portion of the Security Deposit is so applied, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount.

8. Holding Over. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term or Renewal Term (if applicable), with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only and not a renewal hereof or any extension for any further term, and in such case, the Monthly Rent shall be one hundred fifty percent (150%) of the Monthly Rental payable

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during the last month of the Lease Term and such month-to-month tenancy shall be subject to every other term, covenant and agreement of this Lease.

9. Condition of Premises. Tenant shall build out the Premises in accordance with the plans and specifications attached hereto as Exhibit “B” (collectively, the “Tenant Improvements”). After completion of the Tenant Improvements, Landlord and Tenant shall conduct a walk-through inspection of the Premises. In the event that Tenant has failed to construct the Tenant Improvements then Tenant shall promptly complete any and all deficiencies in the Tenant Improvements. Tenant acknowledges and agrees that neither Landlord nor Landlord’s Agents have agreed to undertake any Alterations or construct any Tenant Improvements to the Premises.

10. Use of the Premises.

     10.1 Tenant’s Use. Tenant shall use the Premises solely for the purposes specified in Section 1.4 and shall not use the Premises for any other purpose without obtaining the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

     10.2 Compliance. Tenant shall not use the Premises or suffer or permit anything to be done in or about the Premises that will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law, rule, regulation or requirement of duly constituted public authorities now in force or which may hereafter be in force or the requirements of the Board of Fire Underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. Tenant shall not commit any public or private nuisance or any other act or thing that might or would disturb the quiet enjoyment of any other tenant of Landlord or any occupant of nearby property. Tenant shall not dump or store waste materials or refuse or allow such to remain within the Premises.

     10.3 Hazardous Materials. Tenant, at its sole cost, shall comply with all laws relating to Tenant’s storage, use and disposal of hazardous, toxic or radioactive matter, (collectively, “Hazardous Material”). If Tenant intends to store, use or dispose of any Hazardous Materials in, on or about the Premises, Tenant shall immediately seek Landlord’s consent, which may be withheld in Landlord’s sole and absolute discretion, in writing at least ten (10) days prior to their first appearance on the Premises. Tenant shall be solely responsible for and shall defend, indemnify and hold Landlord harmless from and against any liabilities, penalties, damages, costs or expenses (including reasonable attorneys’ fees), cause of action, claims and/or judgments arising out of or in connection with any storage, use or disposal of Hazardous Materials in, on or about the Premises or the Property by Tenant, its agents, employees, contractors or invitees. Tenant’s obligations hereunder shall survive the termination of this Lease.

11. Quiet Enjoyment. Landlord covenants that Tenant, upon performing the terms, conditions and covenants of this Lease and provided that Tenant is in compliance with all

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of the terms and conditions of this Lease, shall have quiet and peaceful possession of the Premises as against any person claiming the same by, through or under Landlord.

12. Alterations. Tenant shall not make or permit any Alterations without the prior written consent of Landlord, in Landlord’s sole and absolute discretion. All Alterations shall be installed at Tenant’s sole expense, in compliance with all applicable laws and permit requirements by a licensed contractor, shall be done in a good and workmanlike manner and shall not diminish the value of either the Property or the Premises. All Alterations made by Tenant shall be deemed Tenant’s Personal Property. If Tenant does not obtain Landlord’s consent to any Alteration prior to undertaking the same, Landlord shall have the right to require Tenant to remove such Alteration at Tenant’s sole cost and expense. If Tenant removes any Alterations as required or permitted herein, Tenant shall repair any and all damage to the Premises caused by such removal and return the Premises to their condition as of the Commencement Date, normal wear and tear excepted and subject to the provisions of Section 21. Notwithstanding any other provisions of this Lease, Tenant shall be solely responsible for the maintenance and repair of any Alterations made by it to the Premises.

13. Surrender of the Premises. Upon the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord and shall remove its hut, equipment and related appurtenances and restore the Premises to a level grassed lawn. Any failure by Tenant to remove such Alterations and Tenant’s Personal Property after the termination of this Lease may be deemed, in Landlord’s sole discretion, to be a holdover of the Premises in accordance with the terms and conditions of this Lease. In the event that Landlord elects, in Landlord’s sole discretion to remove the Alterations or Tenant’s Personal Property, then Tenant shall be liable to Landlord for costs of removal of any such Alterations and Tenant’s Personal Property and storage and transportation costs of same, and the cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord. “Normal wear and tear”, for the purposes of this Lease, shall be construed to mean wear and tear caused to the Premises by a natural aging process that occurs in spite of prudent application of reasonable standards for maintenance, repair and janitorial practices. It is not intended, nor shall it be construed, to include items of neglected or deferred maintenance that would have or should have been attended to during the Term of the Lease if reasonable standards had been applied to properly maintain and keep the Premises at all times in good condition and repair.

14. Real Property Taxes.

     14.1 Payment by Landlord. Landlord shall pay all Real Property Taxes.

     14.2 Taxes on Tenant Personal Property. Tenant shall pay prior to delinquency all taxes assessed or levied against Tenant’s Personal Property in, on or about the Premises. When possible, Tenant shall cause its Personal Property to be assessed and billed separately from the real or personal property of Landlord.

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     14.3 Rental Taxes. Tenant shall, simultaneously with the payment of any sums to be paid under this Lease, pay Landlord for any sales, use, rental, transaction privilege, or other excise tax imposed or levied on, or measured by, the amount of Rent paid.

15. Utilities and Services. Tenant shall be responsible for and shall pay promptly all charges for water, gas, electricity, sewer, telephone, refuse pickup, janitorial service and all other utilities, materials and services furnished directly to or used by Tenant in, on or about the Premises during the Term, together with any taxes thereon. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service or other service furnished to the Premises, except that resulting from the negligence or willful misconduct of Landlord. Landlord shall use diligent efforts to promptly correct any failure or interruption caused by the act or neglect of Landlord. Any utilities that are not separately metered to the Premises shall be charged to Tenant based on Tenant’s Percentage or other equitable basis as reasonably determined by Landlord.

16. Repair and Maintenance.

     16.1 Tenant’s Obligations. Tenant shall at all times and at its own expense, clean, keep and maintain in good, safe and sanitary order, condition and repair every part of the Premises.

     16.2 Compliance with Government Regulations. Tenant shall, at its cost, comply with, including the making by Tenant of any Alteration to the Premises, all present and future regulations, rules, laws, ordinances, and requirements of all governmental authorities (including state, municipal, County and federal governments and their departments, bureaus, boards and officials) arising from the use or occupancy of the Premises.

17. Liens. Tenant shall keep the Premises and the Property free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant and hereby indemnifies and holds Landlord and its Agents harmless from all liability and cost, including attorneys’ fees and costs, in connection with or arising out of any such lien or claim of lien. Tenant shall cause any such lien imposed to be released of record by payment or posting of a proper bond acceptable to Landlord within twenty (20) days after written request by Landlord. Tenant shall give Landlord written notice of Tenant’s intention to perform work on the Premises which might result in any claim of lien at least ten (10) days prior to the commencement of such work to enable Landlord to post and record a Notice of Non-responsibility or other notice reasonably deemed proper by Landlord. If Tenant fails to so remove any such lien within the prescribed twenty (20) day period, then Landlord may do so and Tenant shall reimburse Landlord upon demand. Such reimbursement shall include all sums incurred by Landlord including Landlord’s reasonable attorneys’ fees, with interest thereon at the Interest Rate.

18. [Intentionally Omitted]

19. Insurance.

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     19.1 Indemnification by Tenant. Subject to the provisions of Section 20, Tenant hereby agrees to defend, indemnify and hold harmless Landlord and Landlord’s Agents from and against any and all damage, loss, liability or expense including, without limitation, attorneys’ fees and legal costs suffered directly or by reason of any claim suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury and property damage sustained by such person or persons which arises out of, is occasioned by or in any way attributable to the use or occupancy of the Premises or any part thereof and adjacent areas by the Tenant, the acts or omissions of the Tenant, Tenant’s agents, or any contractors brought onto the Premises by Tenant. Tenant agrees that the obligations assumed herein shall survive this Lease.

     19.2 Indemnification by Landlord. Subject to the provisions of Section 20, Landlord hereby agrees to defend, indemnify and hold harmless Tenant and Tenant’s Agents from and against any and all damage, loss, liability or expense including, without limitation, attorneys’ fees and legal costs suffered directly or by reason of any claim suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury and property damage sustained by such person or persons which arises out of, is occasioned by or in any way attributable to the acts or omissions of the Landlord or Landlord’s agents. Landlord agrees that the obligations assumed herein shall survive this Lease.

     19.3 Tenant’s Insurance. Tenant agrees to maintain in full force and effect at all times during the Term, at its own expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers reasonably acceptable to Landlord which afford the following coverages:

          19.2.1 Liability. Commercial general liability insurance in an amount not less than Two Million and No/100 Dollars ($2,000,000) combined single limit for both bodily injury and property damage which includes blanket contractual liability, broad form property damage, personal injury, completed operations, products liability, or such greater amount as Landlord’s lender may reasonably require and fire damage legal (in the amount not less than Two Million and No/100 Dollars ($2,000,000), naming Landlord and Landlord’s Agents as additional insureds.

          19.2.2 Personal Property. All risk or causes of loss — special form property insurance (including, without limitation, vandalism, malicious mischief, inflation endorsement, and sprinkler leakage endorsement) on Tenant’s Personal Property located on or in the Premises. Such insurance shall be in the full amount of the replacement cost, as the same may from time to time increase as a result of inflation or otherwise, and shall be in a form providing coverage comparable to the coverage provided in the standard ISO All-Risk form.

     19.4 All-Risk Insurance. During the Term, Landlord shall maintain all risk or causes of loss-special form property insurance, including inflation endorsement, sprinkler leakage endorsement, building code upgrades endorsement, flood coverage, and, at Landlord’s option, earthquake coverage, on the Property, excluding coverage of all

8

Tenant’s Personal Property located on or in the Premises. Such insurance shall also include insurance against loss of rents on an “All Risk” basis, including earthquake and flood, in an amount equal to the Monthly Rent and Additional Rent, and any other sums payable under the Lease for a period of twelve (12) months commencing on the date of loss. Such insurance shall name Landlord and its Agents as named insureds and include a lender’s loss payable endorsement in favor of Landlord’s lender

     19.5 Certificates. Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the above coverage with limits not less than those specified above. The certificates shall expressly provide that the interest of Landlord therein shall not be affected by any breach of Tenant of any policy provision for which such certificates evidence coverage. All certificates shall expressly provide that no less than thirty (30) days prior written notice shall be given Landlord in the event of cancellation of the coverage evidenced by such certificates.

     19.6 Insurance Requirements. All insurance shall be in a form reasonably satisfactory to Landlord and shall be carried with companies that have a general policy holder’s rating of not less than “A” and a financial rating of not less than Class “X” in the most current edition of Best’s Insurance Reports; shall provide that such policies shall not be subject to material alteration or cancellation except after at least thirty (30) days prior written notice to Landlord; and shall be primary as to Landlord. The policy or policies, or duly executed certificates for them, together with satisfactory evidence of payment of the premium thereon shall be deposited with Landlord prior to the Commencement Date, and upon renewal of such policies, not less than thirty (30) days prior to the expiration of the term of such coverage. If Tenant fails to procure and maintain the insurance required hereunder, Landlord may, upon not less than ten (10) days prior written notice to Tenant, order such insurance at Tenant’s expense and Tenant shall reimburse Landlord. Such reimbursement shall include all sums incurred by Landlord, including Landlord’s reasonable attorneys fees and costs, with interest thereon at the Interest Rate.

20. Waiver of Subrogation. Notwithstanding any other provision of this Lease to the contrary, Landlord and Tenant each hereby waive all rights of recovery against the other on account of loss or damage occasioned to such waiving party for its property or the property of others under its control to the extent that such loss or damage is insured against under any insurance policies which may be in force at the time of such loss or damage, even if such damage may have been caused by the negligence of the other party, its agents or employees. Tenant and Landlord shall, upon obtaining policies of insurance required hereunder, give notice to the insurance carrier that the foregoing mutual waiver of subrogation is contained in this Lease and Tenant and Landlord shall cause each insurance policy obtained by such part to provide that the insurance company waives all right of recovery by way of subrogation against either Landlord or Tenant in connection with any damage covered by such policy.

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21. Damage or Destruction. If the Premises are partially or totally destroyed or the Premises cannot be reasonably restored under applicable laws and regulations or due to the presence of hazardous factors such as earthquake faults, chemical waste and similar dangers, notwithstanding the availability of insurance proceeds, this Lease shall be terminated effective the date of the damage. Landlord shall not be required to repair or to make any restoration or replacement of any panelings, decorations, partitions, railings, floor coverings, office fixtures which are Alternations or Personal Property installed in the Premises by Tenant or at the expense of Tenant, including Tenant’s Tenant Improvement Work. Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair or restoration; and Tenant shall not have the right to terminate this Lease as the result of any statutory provision now or hereafter in effect pertaining to the damage and destruction of the Premises, except as expressly provided herein.

22. Condemnation. If title to all of the Premises or so much thereof is taken or appropriated for any public or quasi-public use under any statute or by right of eminent domain so that reconstruction of the-Premises will not, in Landlord’s and Tenant’s mutual reasonable judgment, result in the Premises being suitable for Tenant’s continued occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date that possession of the Premises or Building or part thereof be taken, provided that if the parties disagree, the Lease shall not terminate and the issue as to whether the remaining Premises are suitable for Tenant’s continued occupancy for the uses permitted by this Lease shall be submitted to mediation and then arbitration, if necessary. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes of this section. If any part of the Premises is taken and the remaining part is reasonably suitable for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises is taken. If the Premises is so partially taken, the Rent and other sums payable hereunder shall be reduced in the same proportion that Tenant’s use and occupancy of the Premises is reduced. If the parties disagree as to the suitability of the Premises for Tenant’s continued occupancy or the amount of any applicable Rent reduction, the matter shall be resolved by mediation and then arbitration, if necessary. No award for any partial or entire taking shall be apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant’s Personal Property, for the interruption of Tenant’s business, or its moving costs, or for the loss of its goodwill. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to any abatement of Rent except to the extent of interference with Tenant’s use of the Premises; provided, however, that in any event Rent shall not be abated if Tenant is separately and directly compensated for such interference by the condemning authority. Any award made to Tenant by reason of such temporary taking shall belong entirely to Tenant and Landlord shall not be entitled to share therein.

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Each party agrees to execute and deliver to the other all instruments that may be required to effectuate the provisions of this section.

23. Assignment and Subletting.

     23.1 Landlord’s Consent. Tenant shall not enter into a Sublet without Landlord’s prior written consent, in Landlord’s sole and absolute discretion. Tenant shall retain one hundred percent (100%) of all profits from an approved sublease. Any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and shall be deemed a material default of this Lease. Each Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to perform the terms, conditions and covenants of this Lease to be performed by Tenant. Notwithstanding anything contained herein, Tenant shall not be released from liability for the performance of each term, condition and covenant of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such release in writing.

     23.2 Co-location. Notwithstanding the foregoing Section 23.1, so long as Tenant is operating in the Premises providing telecommunication services, Tenant may co-locate customer equipment in the Premises for the purpose of connecting such customer equipment to Tenant’s telecommunication or network facilities in order for each to provide services to its respective customers (each, a “Co-Location”). Tenant shall not be required to pay to or share with Landlord any profits or co-location fees or charges Tenant receives from the customers whose equipment is co-located. No tenancy or sub-tenancy shall be created by the co-location of equipment allowed under this Section 23.2, nor shall co-location under this section be considered an assignment or transfer under this Lease. Tenant shall fully and completely indemnify Landlord for any and all claims brought or threatened against Landlord in any way connected with a Co-Location. The indemnity set forth in this section shall survive the termination or expiration of this Lease.

24. Default.

     24.1 Tenant’s Default. A default under this Lease by Tenant shall exist if any of the following events shall occur:

          24.1.1 If Tenant fails to pay Rent or any other sum required to be paid hereunder within five (5) days of its due date; or

          24.1.2 If Tenant shall have failed to perform any term, covenant or condition of this Lease except those requiring the payment of money, and Tenant shall have failed to cure such breach within thirty (30) days after written notice from Landlord, where such breach could reasonably be cured within such thirty (30) day period; provided, however, that where such failure could not reasonably be cured within the thirty (30) day period, that Tenant shall not be in default it if commences such

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performance within the thirty (30) day period and diligently thereafter prosecutes the same to completion; or

          24.1.3 If Tenant assigns its assets for the benefit of its creditors; or

          24.1.4 If a court shall make or enter any decree or order other than under the bankruptcy laws of the United states adjudging Tenant to be insolvent; or approving as properly filed a petition seeking reorganization of Tenant; or directing the winding up or liquidation of Tenant and such decree or order shall have continued for a period of thirty (30) days.

     24.2 Remedies. Upon a default, Landlord shall have the following remedies, in addition to all other rights and remedies provided by law or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

          24.2.1 Landlord may continue this Lease in full force and effect, and this Lease shall continue in full force and effect as long as Landlord does not terminate this Lease, and Landlord shall have the right to collect Rent when due.

          24.2.2 Landlord may terminate Tenant’s right to possession of the Premises at any time by written notice in accordance with applicable laws, and upon such termination relet the Premises or any part thereof. On termination, Landlord has the right to remove all Tenant’s Personal Property and store same at Tenant’s cost and to recover from Tenant as damages:

          (a) The worth at the time of award of unpaid Rent and other sums due and payable which had been earned at the time of termination; plus

          (b) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable which would have been payable after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; plus

          (c) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant proves could be reasonably avoided; plus

          (d) Any other amount necessary which is to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which, in the ordinary course of things, would be likely to result therefrom, including, without limitation, any costs of expenses incurred by Landlord; (i) in retaking possession of the Premises; (ii) in maintaining, repairing, preserving, restoring, replacing, cleaning, or rehabilitating the Premises or any portion thereof, including such acts for reletting to a new tenant or tenants; (iii) for leasing commissions;

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          (e) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of Arizona.

The worth at the time of award of the amounts referred to in Sections 24.2.2(a) and 24.2.2(b) is computed by allowing interest at the Interest Rate on the unpaid rent and other sums due and payable from the termination date through the date of award. The “worth at the time of award” of the amount referred to in Section 24.2.2(c) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

          24.2.3 Landlord may, upon termination of this Lease in accordance with applicable laws, re-enter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant.

     24.3 Landlord’s Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after receipt of written notice by Tenant to Landlord specifying the nature of such default; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion. Upon a failure to cure by Landlord within the thirty (30) day period, Tenant may terminate this Lease. Upon such termination, each party shall be fully and forever released from any and all obligations under this Lease, except for those that expressly survive the termination or expiration of this Lease.

25. Subordination. This Lease is subject and subordinate to any ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrance”) which may now affect the Property and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) shall require that this Lease be prior and superior thereto, within ten (10) days of written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provision thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days

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after Landlord’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary set forth in this section, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

26. Notices. Any notice or demand required or desired to be given under this Lease shall be in writing and shall be personally served or in lieu of personal service may be given by mail or by Federal Express or other reputable overnight courier service. If given by mail, such notice shall be deemed to have been given when seventy-two (72) hours have elapsed from the time when such notice was deposited in the United States mail, registered or certified, and postage prepaid, addressed to the party to be served. If given by overnight courier service, such notice shall be deemed to be effective upon the next business day after deposit with the courier service. At the date of execution of this Lease, the address of Landlord and Tenant are as set forth in the first section of this Lease. After the Commencement Date, all notices to Tenant shall be sent to the Premises. Either party may change its address by giving notice of same in accordance with this section.

27. Attorneys’ Fees. If either party brings any action, legal proceeding or arbitration proceeding for damages for an alleged breach of any provision of this Lease, to recover rent, or other sums due, to terminate the tenancy of the Premises or to enforce, protest or establish any term, condition or covenant of this Lease or right of either party, the prevailing party shall be entitled to recover as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs.

28. Estoppel Certificates. Tenant shall, within ten (10) days after written request from Landlord, execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord: (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) otherwise evidencing the status of the Lease, as may be required by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Premises or a purchaser of the Premises from Landlord.

29. Transfer of the Property by Landlord. In the event of any conveyance of the Property and assignment by Landlord of this Lease, Landlord shall be and is hereby entirely released from all liability under any and all of its covenants and obligations contained in or derived from this Lease occurring after the date of such conveyance and assignment, and Tenant agrees to attorn to such transferee. Landlord shall, upon any sale or conveyance of the Property, transfer the Security Deposit to such transferee.

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30. Landlord’s Right to Perform Tenant’s Covenants. If Tenant fails to make any payment or perform any other act on its part to be made or performed under this Lease, and after notice as provided in Section 24, Landlord may, but shall not be obligated to and without waiving or releasing Tenant from any obligation of Tenant under this Lease, make such payment or perform such other act to the extent Landlord may deem desirable, and in connection therewith, pay expenses and employ counsel. All sums so paid by Landlord and all penalties, interest and costs in connection therewith shall be due and payable by Tenant upon receipt of written demand by Landlord, together with interest thereon at the Interest Rate from the date Tenant receives Landlord’s written demand to the date of payment by Tenant to Landlord, plus collection costs and attorney’s fees. Landlord shall have the same rights and remedies for the nonpayment thereof as in the case of default in the payment of Rent.

31. Force Majeure. Except for the obligation of Tenant to pay Monthly Rent and any other charges due by Tenant to Landlord under this Lease, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inclement weather, failure of electronic systems, governmental restrictions, judicial orders, acts of the public enemy or hostile governmental action, fire or other casualty, eminent domain and other causes beyond the reasonable control of the party obligated to perform shall excuse the performance by a party for a period equal to any such prevention, delay or stoppage.

32. Tenant’s Remedy. If, as a consequence of a default by Landlord under this Lease, Tenant recovers a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Property and out of rent or other income from the Property received by Landlord or out of consideration received by Landlord from the sale or other disposition of all or any part of Landlord’s right, title and interest in the Property, and neither Landlord nor Landlord’s agent, employees, directors, or other members shall be liable for any deficiency.

32. Mortgage Protection. If Landlord defaults under this Lease, Tenant will notify by registered or certified mail to any beneficiary of a deed or trust or mortgagee of a mortgage covering the Premises, of whom Tenant has been notified in writing, and offer such beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

33. Brokers. Tenant and Landlord warrant and represent that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, and that they know of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. Tenant and Landlord each agree to defend, indemnify and hold the other party and its Agents from and against any and all liabilities or expenses, including attorneys’ fees and costs, arising out of or in connection with claims made by any other broker or individual for commissions or fees on the basis of the acts or omissions of the indemnifying party.

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34. Acceptance. Delivery of this Lease, duly executed by Tenant, constitutes an offer to lease the Premises, and under no circumstances shall such delivery be deemed to create an option or reservation to lease the Premises for the benefit of Tenant. This Lease shall only become effective and binding upon full execution hereof by Landlord and delivery of a signed copy to Tenant.

35. Recording. Neither party shall record this Lease.

36. Modifications for Lender. If, in connection with obtaining financing for the Property or any portion thereof, Landlord’s lender shall request reasonable modification to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially, adversely or permanently affect Tenant’s rights hereunder.

37. Parking. Tenant shall have no right to use the Property’s parking facilities except in the event of inspecting or performing general maintenance to the Premises.

38. General.

     38.1 Captions. The captions and headings used in this Lease are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this Lease.

     38.2 Executed Copy. Any fully executed copy of this Lease shall be deemed an original for all purposes.

     38.3 Time. Time is of the essence for the performance of each term, condition and covenant of this Lease.

     38.4 Separability. If one or more of the provisions contained herein, except for the payment of Rent, is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

     38.5 Choice of Law. This Lease shall be construed and enforced in accordance with the laws of the State of Arizona. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant. Any and all disputes shall be brought in the appropriate courts of Maricopa County, Arizona and Landlord and Tenant submit to the jurisdiction of such courts.

     38.6 Gender, Singular, Plural. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural.

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     38.7 Binding Effect. The covenants and agreement contained in this Lease shall be binding on the parties hereto and on their respective successors and assigns to the extent this Lease is assignable.

     38.8 Waiver. The waiver by Landlord or Tenant of any breach of any term, condition or covenant, of this Lease shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other term, condition or covenant of this Lease. The subsequent acceptance of Rent hereunder by Landlord or payment of Rent hereunder by tenant shall not be deemed to be a waiver of any preceding breach at the time of acceptance or making of such payment. No covenant, term or condition of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by Landlord or Tenant as applicable.

     38.9 Entire Agreement. This Lease is the entire agreement between the parties and there are no agreements or representations between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto.

     38.10 Authority. If Tenant is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or partnership, as the case may be, represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said entity in accordance with its corporate bylaws, statement of partnership or certificate of limited partnership, as the case may be, and that this Lease is binding upon said entity in accordance with its terms. Landlord, at its option, may require a copy of such written authorization to enter into this Lease. The failure of Tenant to deliver the same to Landlord within seven (7) days of Landlord’s request therefor shall be deemed a default under this Lease.

     38.11 Exhibits. All exhibits, amendments, riders and addenda attached hereto are hereby incorporated herein and made a part hereof.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the date set forth above.

GO DADDY SOFTWARE INC.		CITYNET HOLDINGS, LLC, a
An Arizona corporation		Delaware limited liability company
By:	Robert R. Parsons	By:	Jeffrey A. Ray
Name:	ROBERT R. PARSONS	Name:	Jeffrey A. Ray
Its:	PRESIDENT	Its:	General Counsel

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EXHIBIT “A”

Description of Premises

The Premises shall consist of no more than thirty five hundred (3,500) square feet comprised generally of a seventy (70) foot by fifty (50) foot area; provided, however, that (i) Tenant shall use commercially reasonable efforts to minimize the size of the Premises as much as is commercially possible while complying with any and all applicable laws related to or applying to the Tenant Improvements, and (ii) Landlord and Tenant shall mutually approve the size of the Premises prior to Tenant’s commencement of the Tenant Improvements, which approvals shall not be unreasonably withheld, conditioned or delayed.

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EXHIBIT “B”

Description of Tenant Improvements

(see attached)

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ITEM LIST

(ILLEGIBLE)

EXHIBIT “C”

Option to Extend Term

A.

Tenant shall have the option (the “Option”) to extend the Lease Term for a period of five (5) years (the “Option Period”) from the expiration of the Lease Term, provided Tenant gives Landlord written notice (the “Option Notice”) of its election not exercise the Option at least one hundred eighty (180) days, but no more than three hundred sixty (360) days prior to the expiration of the Lease Term. The terms and conditions of the Lease during the Option Period shall remain the same and in full force and effect, except for the following, (1) Tenant shall not receive any rent concessions, allowance or abatements, (2) Tenant shall have no further right to extend the Lease Term beyond the expiration of the Option Period, and (3) the Monthly Rent shall be mutually determined by Landlord and Tenant and equal to the fair market value for the Premises.

B.

Tenant shall not have the right to exercise the Option, notwithstanding anything set forth above to the contrary:

a.	During the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in breach under any provisions of this Lease, and continuing until the breach alleged in the notice is cured,
b.	During the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) and continuing until the obligation is paid, and
c.	In the event that Landlord has given Tenant three (3) or more notices of breach, whether or not such breaches are subsequently cured during the applicable cure period, during any twelve (12) month period during the Lease Term.

C.

The period of time within which the Option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Option because of the provisions of paragraph B above.

D.

All rights of Tenant under the provisions of this Exhibit shall terminate and be of no further force or effect, even after Tenant due and timely exercise of the Option, if, after such exercise, but prior to the commencement date of the Option Period, (1) Tenant fails to pay Landlord a monetary obligation of Tenant for a period of five (5) days after such obligation becomes due (without the necessity of Landlord to give notice there of Tenant), (2) Tenant fails to commence to cure a default within five (5) days after the date Landlord gives notice to Tenant of such default, or (3) Landlord gives Tenant three (3) or more notices of default, whether or not such defaults are subsequently cured.

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EXHIBIT D

Form of Deed

SPECIAL WARRANTY DEED

WHEN RECORDED, RETURN TO:

                                        
Attn.:                              

SPECIAL WARRANTY DEED

     For good and valuable consideration, receipt of which is hereby acknowledged, STERLING BUCKEYE NETWORK EXCHANGE, LLC, a Delaware limited liability company, as the GRANTOR herein, does hereby convey to [                                        ], a [                                        ], as the GRANTEE herein, the real property situated in Maricopa County, Arizona described in Exhibit A attached hereto (the “Property”), SUBJECT TO:

     (a) current taxes and assessments, reservations in patents;

     (b) and all easements, rights-of-way, covenants, conditions, restrictions, obligations, liabilities and the matters set forth on Exhibit B attached hereto; and

     Grantor hereby binds itself and its successors to warrant and defend the title as against all acts of Grantor herein and no other, subject to the matters above set forth.

     DATED:                                         ,2005

STERLING BUCKEYE NETWORK EXCHANGE,
LLC, a Delaware limited liability company

By:

Its:

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STATE OF ARIZONA	)
	)	ss.
County of Maricopa	)

     The foregoing instrument was acknowledged before me this                     day of                                         , 2005, by                                            , the                                            of STERLING BUCKEYE NETWORK EXCHANGE, LLC, a Delaware limited liability company, who acknowledged that he executed the foregoing instrument for the purposes contained therein.

Notary Public

My Commission Expires:                                        

2

EXHIBIT F

List of Service and Management Agreements

1.	Service Contract dated January 17, 2002 between Seller and AME Southwest (landscaping services).
2.	Contract for Monitoring of Fire Protection Equipment dated July 9,2003 between Seller and Sierra Fire & Communications, L.L.C.
3.	Roof Warranty from FiberTite®, issued through Seaman Corporation.

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EXHIBIT G

List of Seller’s Permits

None

Note: Seller’s City of Phoenix Privilege License (License No. 05001770) is non-transferable.

1

EXHIBIT H

Arbitration of Dispute regarding Definition of “Material” in Final Paragraph of Section 11

          a. Governing Rules. The arbitration shall be conducted in accordance with the AAA Rules, except to the extent modified herein.

          b. Qualification of Mediators and Arbitrators. Each proposed mediator and arbitrator shall have at least ten (10) years experience with real estate purchase agreements with respect to similar types of properties for similar or greater prices and, in the case of mediators, shall be chosen from panels or lists designated by the AAA and, in the case of an arbitrator, shall be selected by the AAA.

          c. Initiation of Proceeding. If any dispute pertaining to the interpretation of the word “material” in the final paragraph of Section 11 of the Agreement to which this Exhibit H is attached, then either party may initiate arbitration by serving written notice on the other party of its intention to arbitrate the dispute, provided that either party (the “Initiating Party”) may elect, within five (5) days of receipt of such notice, to notify the other party (the “Responding Party”) of such party’s election to submit any such dispute, first, to non-binding mediation. The Initiating Party shall include with such notice a list of no fewer than five (5) proposed mediators not affiliated with the Initiating Party, selected from panels or lists maintained by the AAA. Within two (2) business days of receipt of such notice, the Responding Party shall provide the Initiating Party with a list of one or more mediators from the list provided by the Initiating Party that are agreeable to the Responding Party whereupon the parties shall arrange for one of the mutually agreeable mediators to conduct the mediation as soon as possible, provided that in the absence of a timely response from the Responding Party the Initiating Party shall be entitled to make such arrangement with any of the mediators on the Initiating Party’s list. Prior to the mediation, the parties shall each provide the mediator with a statement setting forth such party’s description of the nature of the dispute and, if applicable, the remedy sought.

          d. Arbitration. If neither party elects to pursue mediation or if the mediation is not successful, the parties shall proceed to binding arbitration. A copy of the notice of arbitration shall be filed at the local office of the AAA together with this arbitration provision and the appropriate filing fee as required by the AAA, and the parties shall request that an arbitrator be appointed within the shortest possible period by the President or Chief Administrative Officer of the local branch or office of the AAA or any successor association or body of comparable standing if the AAA is not then in existence.

          e. Hearing. The arbitrator shall be sworn faithfully and fairly to determine the question at issue and, immediately following appointment, the arbitrator shall provide written notice to the parties indicating the time and location of the scheduled hearing. The hearing must be held as soon as possible and, in all events, within ten (10) days following the date on which the arbitrator is appointed. At least five (5) days prior to the commencement of the arbitration hearing, each party shall provide the other party and the arbitrator with a statement of its position respecting the dispute in question and a list of any witnesses whom such party expects to testify at such hearing on its behalf and any documents which such party may introduce as evidence at such hearing. The arbitration proceeding shall take place in Phoenix, Arizona and the scope of the arbitration proceeding shall be limited to the matters that are the basis of the dispute and shall include no other matters. The arbitrator shall afford to the parties a hearing and the right to conduct discovery in accordance with the Arizona Rules of Civil Procedure, submit evidence, with the privilege of cross-examination on the question at issue, provided that the applicable

time periods shall be adjusted, as determined by the arbitrator, in order to permit the conclusion of such proceeding within the time frame contemplated by this Exhibit H. At the conclusion of the proceeding, each party shall provide the arbitrator and the other party with a statement of its “best and final” position respecting the disputed matter(s).

          f. Scope of Award. With the exception of damages other than actual damages (i.e., punitive, consequential, or other special damages, which are expressly precluded), the arbitrator shall have the authority to award any remedy or relief that a court of the State of Arizona could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process; provided, however, the arbitrator shall rule in favor of one party as to each disputed matter, with no comprises or alternative solutions permitted, i.e., shall select the position offered by one of the parties with respect to each issue presented for resolution, without variation, and shall give notice to the parties hereto of such determination within five business (5) days following the hearing.

          g. Conduct of Parties. The parties agree that with respect to all aspects of the arbitration they will conduct themselves in a manner intended to assure the integrity and fairness of that process. To that end, if a dispute is submitted to arbitration, the parties agree that they will not contact or communicate with the arbitrator with respect to any dispute either ex parte or outside of the contacts and communications contemplated by this Exhibit H, and the parties further agree that they will cooperate in good faith in the production of documentary and testimonial evidence in a prompt and efficient manner to permit the review and evaluation thereof by the other party. If a party fails or refuses to act within the time periods set forth above, such party shall be deemed to have approved the other party’s statement of position.

          h. Fees and Costs. The arbitrator shall assess its fees, all other reasonable fees and costs of any such arbitration proceeding and reasonable attorneys’ fees against the party who in the arbitrator’s opinion is not the prevailing party. For purposes of this Paragraph, the term “prevailing party” shall mean (i) with respect to the claimant, one who is successful in obtaining substantially all of the relief sought, and (ii) with respect to the respondent, one who is successful in denying substantially all of the relief sought by the claimant. If neither party substantially prevails, then the award for attorneys’ fees shall be apportioned in the arbitrator’s discretion.

          i. Appointment of Successor. If any arbitrator appointed pursuant to this Paragraph shall thereafter die or become unable or unwilling to act, his successor shall be appointed in the manner provided in paragraph (c) of this Exhibit H.

          j. Decision Binding. The decision or award by the arbitrator when made shall be final and non-appealable and the parties shall be bound by such arbitration decision or award for all purposes and judgment may be entered upon it in accordance with applicable law in the Maricopa County Superior Court.

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EXHIBIT I

LIST OF DELIVERED REPORTS

1.	1998 ALTA Survey
2.	April 2000 UST letter from ADEQ
3.	May 2000 Phase I & II Environmental Site Assessment
4.	May 2000 Demolition Asbestos Survey
5.	July 2000 Dry Well Registration Form
6.	March 2001 Correspondence on Well Abandonment
7.	July 2001 Letter to AZ Dept. of Water Resources
8.	Feb 2003 Lease Assumption
9.	May 2003 Storage Lease
10.	Feb 2005 Storage Lease
11.	Service Contract with AME Southwest (Landscaping)
12.	Service Contract with Sierra (fire protection monitoring)
13.	Secor Phase I dated August 14,1997, delivered to Gary Bender at Bender Environmental.
14.	Letter from Secor dated April 13,2000, delivered to Gary Bender at Bender
	Environmental.
15.	Exhibit A to Lease Termination Agreement.

EX-10.15

Exhibit 10.15

LOAN AGREEMENT

     This Loan Agreement (the “Agreement”) is dated for reference purposes as of October 18, 2005, between GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

     Unless defined elsewhere In this Agreement, defined terms used herein have the meanings given them in the Definitions Section hereof.

Factual Background

     A. Bank has agreed to make an acquisition loan (the “Facility 1 Loan”) to Borrower in the principal amount of Seven Million Fifty-Five Thousand and No/100 Dollars ($7,055,000.00) (the “Facility 1 Loan Amount”). Borrower will use the Facility 1 Loan to acquire the real property that will serve as security for the Loans located in Maricopa County, Arizona, as described in Exhibit A, together with all buildings, structures, and other improvements now or hereafter located on the Land (the “Improvements”), and certain other property. The Land and existing Improvements are being purchased by Borrower pursuant to a certain Purchase and Sale Agreement by and between Borrower, as buyer, and Sterling Buckeye Network Exchange, L.L.C. dated August, 2005. The Land and Improvements consist of an industrial warehouse consisting of approximately 270,000 square feet of rentable space that will be used to house a portion of Borrower’s or Borrower’s Affiliate’s business. Borrower is executing a promissory note (the “Facility 1 Note”) payable to Bank evidencing the Facility 1 Loan.

     B. Bank has also agreed to make an term loan (the “Facility 2 Loan”) to Borrower in the principal amount of One Million Five Hundred and No/100 Dollars ($1,500,000.00) (the “Facility 2 Loan Amount”). Borrower will use the Facility 2 Loan to acquire additional equipment for use in Borrower’s business or in connection with the Land and Improvements, as approved by Bank (“Approved Equipment”). Borrower is also executing a promissory note (the “Facility 2 Note”) payable to Bank evidencing the Facility 2 Loan.

     C. The Facility 1 Loan and the Facility 2 Loan are herein collectively referred to as the “Loans,” each individually a “Loan.” The Facility 1 Note and the Facility 2 Note collectively constitute the “Notes,” each individually, a “Note.” The Loans are secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering the Land, the Improvements, and certain other property. In this Agreement, the “Property” means all or any part of the property affected by the Deed of Trust, or any interest in all or any part of it, as the context requires. The Loans are also secured by one or more Security Agreements covering certain personal property described therein. In this Agreement, the “Collateral” means any collateral pledged as collateral security for the Loans pursuant to any Security Agreement, or any interest in all or any part of it, as the context requires.

     D. The Facility 1 Loan is due and payable on October 18,2010 (the “Facility 1 Maturity Date”). The Facility 2 Loan is due and payable on October 18, 2010 (the “Facility 2 Maturity Date”).

     E. GO DADDY GROUP, INC., an Arizona corporation has agreed to guaranty all or certain of Borrower’s obligations to Bank in accordance with a Guaranty, and is also executing a Third Party Indemnity Agreement, wherein it agrees to indemnify Bank and certain other Indemnified Parties against liability arising from certain environmental and other risks which may result from Bank’s making the Loans to Borrower.

     F. Borrower and Bank will execute a Swap Contract in connection with the Facility 1 Loan to hedge the risk of variable rate interest volatility or fluctuations in interest rates with respect to the Facility 1

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Loan. After the closing of the Facility 2 Loan, Borrower and Bank may agree to enter into an additional Swap Contract in connection with the Facility 2 Loan to hedge the risk of variable rate interest volatility or fluctuations in interest rates with respect to the Facility 2 Loan. Borrower’s obligations under each such Sway Contract shall be secured by the Deed of Trust, all Security Agreements, and shall be cross- collateralized by any other collateral pledged or hypothecated to Bank for any indebtedness of Borrower to Bank.

     G. This Agreement, the Facility 1 Note, the Deed of Trust, and each Security Agreement, Guaranty, and Third Party Indemnity entered into in connection with the Facility 1 Loan, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Facility 1 Loan collectively constitute the “Facility 1 Loan Documents.” This Agreement, the Facility 2 Note, the Deed of Trust, and each Security Agreement, Guaranty, and Third Party Indemnity entered into in connection with the Facility 2 Loan, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Facility 1 Loan collectively constitute the “Facility 2 Loan Documents.” The Facility 1 Loan Documents and the Facility 2 Loan Documents collectively constitute the “Loan Documents.”

THEREFORE, Bank and Borrower agree as follows:

Agreement

Definitions; The following capitalized words and terms shall have the following meanings when used in this Agreement. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.

“Accelerating Transfer” has the meaning set forth in the Deed of Trust.

“Account” means Borrower’s checking account number #4100067818 at Wells Fargo Bank, or such other account at Bank as designated in writing by Borrower after the closing of the Loans.

“Affiliate of or “affiliated with” means in control of, controlled by or under common control with.

“Aggregate Loan Amount” means the sum of Eight Million Five Hundred Fifty-Five Thousand and No/100 Dollars ($8,555,000.00), which is the aggregate sum of the Facility 1 Loan Amount and the Facility 2 Loan Amount.

“Agreement” means this loan agreement between Borrower and Bank.

“Approved Equipment” has the meaning set forth in Recital B above.

“Bank” means U.S. BANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns.

“Borrower” means the entity described in the introductory paragraph to this Agreement.

“Borrower’s Indemnity” means, collectively, all of Borrower’s obligations under each indemnity by Borrower in favor of Bank and/or the Indemnified Parties relating to Hazardous Substances, including but not limited to Borrower’s covenants, warranties, and indemnification obligations set forth in (a) any Hazardous Substances section or provisions set forth in this Agreement or the other Loan Documents, and/or (b) any separate secured or unsecured indemnity agreement executed by Borrower in connection

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with the Loans, or either Loan, specifically including all of Borrower’s obligations contained in that certain Indemnity Agreement dated of even date herewith executed by Borrower in favor of Bank.

“Cash Flow Ratio” means, for the Obligated Group, the ratio of Cash Flow Before Debt Service to Total Fixed Charges.

“Cash Flow Before Debt Service” means, for the Obligated Group, EBITDA plus Net Change in Deferred Revenue plus rent and lease obligations, less cash taxes, less cash dividends and return of capital.

“Closing Date” means the date of recordation of the Deed of Trust.

“Change in Control” means any transaction or series of transactions that result in any transfer, direct or indirect, of fifty percent (50%) or more of the voting power of Borrower or Guarantor, or other power to direct or cause the direction of the management and policies of Borrower or Guarantor, as the case may be, or fifty percent (50%) or more of the direct or indirect beneficial ownership of Borrower or Guarantor, as the case may be.

“Code” means the federal Internal Revenue Code and the regulations thereunder, as amended. “Collateral” has the meaning set forth in Recital C above.

“Covered by Insurance” means when defense of a lawsuit has been tendered to the applicable insurance carrier under a valid insurance policy that provides coverage with respect to the claim and has a deductible amount of less than $25,000.00, such insurance carrier has accepted such tender of defense, and such insurance carrier proceeds with such defense without denying liability for any part of such claim which could result in liability of $25,000.00 or more to Borrower or any Guarantor, as the case may be.

“Deed of Trust” has the meaning set forth in Recital C above.

“Default Rate” has the meaning given it In the Note; provided, however, that if a default rate is not used or defined in the Note, “Default Rate” shall mean a per annum interest rate of three percent (3%) in excess of the rate of interest charged from time to time under the Note.

“EBITDA” means, for the Obligated Group, net income, plus interest expense, plus income tax expense, plus depreciation expense plus amortization expense.

“ERISA” means the Employee Retirement Income Act of 1974, as amended from time to time, and any successor statute.

“Events of Default” means those events of default set forth in Section 7.1 (each, an “Event of Default”).

“Facility 1 Loan” means the acquisition loan being made available by Bank to Borrower pursuant to the terms of this Agreement as described in Recital A above.

“Facility 1 Loan Amount” has the meaning set forth in Recital A above.

“Facility 1 Loan Documents” has the meaning set forth in Recital G above.

“Facility 1 Note” means that certain promissory note described in Recital C above made by Borrower to the order of Bank in the Facility 1 Loan Amount, as amended, renewed, restated, or replaced from time to time.

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“Facility 2 Availability Period” has the meaning set forth in Section 2.1 bellow.

“Facility 2 Loan” means the equipment loan being made available by Bank to Borrower pursuant to the terms of this Agreement as described in Recital B above.

“Facility 2 Loan Amount” has the meaning set forth in Recital B above.

“Facility 2 Loan Documents” has the meaning set forth in Recital G above.

“Facility 2 Note” means that certain promissory note described in Recital C above made by Borrower to the order of Bank in the Facility 2 Loan Amount, as amended, renewed, restated, or replaced from time to time.

“GAAP” means generally accepted accounting principles.

“Guarantor” means, each person or entity guaranteeing all or any portion of Borrower’s obligations under the Loan Documents, or all or any portion of any other party’s obligations under the Loan Documents, pursuant to a Guaranty, including those parties described in Recital E above (collectively, the “Guarantor” or “Guarantors”).

“Guaranty” means, each guaranty executed or required to be executed in favor of Bank in connection with the any Loan (collectively, the “Guaranty” or “Guaranties”).

“Hazardous Substance” means and includes any substance, material, or waste, including asbestos, petroleum, and petroleum products (including crude oil), that is or becomes designated, classified, or regulated as “toxic” or “hazardous” or a “pollutant,” or that is or becomes similarly designated, classified, or regulated, under any federal, state, or local law, regulation, or ordinance, but does not include any such substance that is a customary and ordinary household, cleaning, or office product used on the Property by Borrower or any tenant or agent of Borrower, or customary construction materials used during the course of construction of Improvements on the Property by Borrower or Contractor, provided such use is in accordance with applicable hazardous materials laws and regulations..

“Improvements” means all existing and hereafter constructed improvements to the Land.

“Incurable Event of Default” means a non-monetary Event of Default or which become such an Event of Default without any notice or right to cure. For example, an Incurable Event of Default occurs if “any representation or warranty when made or given in any of the Loan Documents proves to be false or misleading in any material respect.”

“Indemnified Costs” means all actual or threatened liabilities, claims (including non-frivolous claims threatened in writing), actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bank’s counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property or any other property), or any resulting damages, harm, or injuries to the person or property of any third parties or to any natural resources, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct.

“Indemnified Parties,” means Bank, its parent, subsidiary, and any affiliated companies, any assignees of any of Bank’s interest in any Loan or the Loan Documents, any owners of participation or other interests

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in any Loan or the Loan Documents, any purchasers of all or any portion of the Property at any foreclosure sale or from Bank or any of its affiliates, and the officers, directors, employees, and agents of each of them (each individually, an “Indemnified Party”).

“Insolvency Proceeding” means any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships.

“Land” has the meaning set forth in Recital A above.

“Loan” and “Loans” has the meaning set forth in Recital C above.

“Loan Documents” has the meaning set forth in Recital G above.

“Maturity Date” has the meaning set forth in Recital C above.

“Maximum Loan-to-Value Ratio” means the ratio of the Facility 1 Loan Amount to the Property Value.

“Net Change in Deferred Revenue” means, for the Obligated Group, the change in deferred revenue of the Obligated Group over the prior reporting period, less the change in Prepaid Domain name registry of the Obligated Group over the prior reporting period, less the net change in deferred hosting revenue of the Obligated Group over the prior reporting period.

“Obligated Group” means Guarantor, and all Affiliates of Guarantor, including but not limited to the Borrower.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Plan” means any employee pension benefit plan maintained or contributed to by the Borrower and insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

“Property” has the meaning set forth in Recital C above.

“Property Value” means the lower of (a) the actual acquisition cost of the Land and existing Improvements as previously disclosed by Borrower to Bank, or (b) the “as is” market value of the Land and existing Improvements as determined by Bank using, as appropriate, a methodology which (i) conforms to then-current regulatory requirements, (ii) is considered by Bank to be reasonable and appropriate under the circumstances, and (iii) takes into account then-current market conditions, all as determined by Bank in its reasonable discretion.

“Requirements” has the meaning set forth in Section 3.1.

“Security Agreement” means any security agreement, pledge, and/or assignment in favor of Bank, including that certain Security Agreement (Personal Property) being executed by Borrower in favor of Bank dated of even date herewith. Each Security Agreement shall be in form and substance acceptable to Bank.

“Swap Contract” means, individually and collectively, as the context may require, any rate lock agreement or interest rate protection agreement, such as any rate lock agreement, interest rate swap agreement, International Swaps and Derivatives Association, Inc. Master Agreement, or similar agreement or arrangements now existing or hereafter entered into by Borrower and Bank in connection with (a) the

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Facility 1 Loan evidenced by the Facility 1 Note, and/or (b) the Facility 2 Loan evidenced by the Facility 2 Note, to hedge the risk of variable rate Interest volatility or fluctuations in interest rates, as any such agreement or arrangement may be modified, supplemented and in effect from time to time.

“Third Party Indemnity” means any indemnity agreement executed by a Guarantor or any other third party in favor of Bank, including the indemnity in favor of Bank pursuant to those certain Third Party Indemnity Agreements being executed by each Guarantor in connection with any Loan.

“Total Fixed Charges’ means, for the Obligated Group, the sum of all required principal payments of the Obligated Group (on short and long term debt and capital leases), and all interest and rental or lease expense of the Obligated Group.

“Unmatured Event of Default” means an event that, with notice or the passage of time, or both, could become an Event of Default.

1. Conditions Precedent to Closing of the Loans and Disbursement of the Facility 1 Loan.

Before Bank becomes obligated to close the Loans herein contemplated or make any disbursement of the Facility 1 Loan under this Agreement, the following closing and disbursement conditions shall have been satisfied at Borrower’s sole cost and expense. No waiver of any condition is effective unless expressly made in writing by Bank.

     (a) Financial Statements of Borrower and Other Financial Information. Borrower shall have delivered to Bank all financial statements and other financial information currently required under the Loan Documents, certified as being true, correct, and complete in all material respects by an authorized officer, manager, member, or general partner of Borrower or other applicable parties.

     (b) Organizational Documents and Certificates. Borrower shall have delivered to Bank, for each party to each of the Loan Documents:

     (i) All organization documents and evidence of due formation and good standing requested by Bank.

     (ii) All resolutions, certificates of authority, incumbency certificates, or other evidence of authorization requested by Bank.

     (c) Loan Documents and Other Items. Borrower shall have duly executed or obtained the due execution of, and delivered to Bank, all Loan Documents and other items required by Bank to be executed in connection with the Loans, including but not limited to this Agreement, the Notes, the Deed of Trust, the Guaranties, the Third Party Indemnities, UCC-1 financing statements, and any and all other such documentation defined or described as a Loan Document or otherwise required by Bank to fulfill the purposes of this Agreement.

     (d) Security Interests Perfected. The Deed of Trust shall have been duly recorded in a first-priority lien position. Bank’s security interest in all personal property and fixtures described in the Deed of Trust shall have been duly perfected in a first-priority lien position. Bank’s security interest in all other personal property pledged as collateral security for the Loans, as described in one or more Security Agreements executed by Borrower and/or any third party pledgor, in favor of Bank, shall have been duly perfected in a first-priority lien position.

     (e) Title Insurance Commitment. Bank shall have received a commitment to issue an ALTA extended coverage lender’s policy of title insurance underwritten by a title insurance company approved

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by Bank in an amount not less than the Aggregate Loan Amount (or, if lower, such lower amount as is the fair market value of the property) and insuring the lien of the Deed of Trust to be a first-priority lien on the Property, subject only to such exceptions and conditions to title as Bank has approved, and containing such endorsements as Bank may require, which may include zoning, survey, access, parcel contiguity, variable rate, environmental, and tax parcel endorsements. In addition, if required by Bank, one or more other title insurance companies acceptable to Bank shall have issued such coinsurance and/or reinsurance as Bank may require. No title matter may be insured over by any title company without the express written consent of Bank. The final title insurance policy shall be delivered to Bank within a reasonable time following the issuance of the title insurance commitment.

     (f) Survey. Unless waived by Bank, Borrower shall have delivered to Bank an ALTA/ACSM survey of the Land and any existing Improvements thereon certified to Bank and the title insurance company by a licensed land surveyor and showing the location of all boundary lines, easements, rights of way, and other matters affecting the Land. Such survey shall be certified by the land surveyor within thirty (30) days of the Closing Date. Such survey shall be sufficient for the deletion of the survey exception, if any, from the Bank’s title insurance policy, and shall comply with all required items shown on the Bank’s “survey requirements” previously delivered to Borrower.

     (g) Public Road Access. Borrower shall have provided to Bank evidence that the Land has access to public streets and/or roads, in a form sufficient to permit the title insurance company to issue an access endorsement (CLTA Form 103.7 or equivalent). Such evidence shall include evidence of any easements required for access to/from the Land to such public streets and/or roads, including copies of any applicable recorded private easements.

     (h) Flood Hazard Evidence and Insurance. Borrower shall have provided Bank with evidence as to whether or not the Land or any portion thereof is located in an area identified as having “special flood hazards” as such term is defined in the federal Flood Disaster Protection Act of 1973, as amended. If any part of the Improvements is in a special flood hazard area, Borrower shall have provided Bank with a flood insurance policy as part of the insurance requirements of this Agreement.

     (h) Insurance. Borrower shall have provided evidence that there is in effect all insurance required by Bank pursuant to this Agreement and the other Loan Documents, written by insurers, and in form and in amount satisfactory to Bank.

     (i) Taxes and Tax Service Contract. Borrower shall have provided to Bank evidence that all taxes and assessments levied against or affecting the Property have been paid current, or in the event Borrower has commenced a legal or administrative challenge to any such tax or assessment, evidence that such liability has been bonded over, or that funds for the payment thereof (in the amount of the original assessment) have been escrowed with an independent third party with provisions for the payment thereof satisfactory to Bank. Borrower shall have provided to Bank, at Borrower’s cost and expense, a tax service contract for the Land with a tax service company, and containing terms and conditions, acceptable to Bank in its sole and absolute discretion. Additionally if requested by Bank, Borrower shall also provide a sales tax clearance letter from the appropriate taxing authority.

     (j) Appraisal. Bank shall have received, reviewed and approved, in Bank’s sole and absolute discretion, an appraisal of the Property in form and content acceptable to Bank.

     (k) Environmental Questionnaire and Site Assessment. Bank shall have received, reviewed, and approved, in Bank’s sole and absolute discretion, a U.S. Bank Environmental Questionnaire prepared and certified by Borrower using Bank’s prescribed form, and the information set forth in it must be acceptable to Bank. If requested by Bank, Borrower shall also provide to Bank one or more of the following, as determined by Bank in its sole and absolute discretion: (i) a Phase I Environmental Site

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Assessment, (ii) a Phase II Environmental Site Assessment, (iii) an environmental survey, and/or (iv) a report prepared by a licensed or registered environmental engineer or other qualified party satisfactory to Bank stating that no Hazardous Substances are present in, on, under or around the Property and that no condition or circumstance warranting further investigation or analysis exists in the opinion of the preparer of the report.

     (l) Agreements Related to the Property. If requested by Bank, Borrower shall provide Bank with copies of all ongoing agreements related to the Property, including but not limited to all property management agreements, all service contracts and warranties, all leases affecting the Property, and such other Property-related information which Bank may reasonably request. All such agreements required by Bank shall be in full force and effect.

     (m) Existing Leases; Subordinations. If there are any leases of any part of the Land or any space within the Improvements in existence as of the Closing Date (i) copies of those leases must be delivered to and approved by Bank, and (ii) as to each such lease, if required by Bank, Bank shall have received fully executed estoppel certificates, subordination agreements, and/or subordination, nondisturbance and attornment agreements, in form and substance acceptable to Bank.

     (n) Fees. Borrower shall have paid to Bank, in immediately available funds, all fees and costs called for under this Agreement or by any Loan commitment letter.

     (o) Approval of Items. Bank shall have approved or consented to, as the case may be, all items required by Bank prior to the closing of the Loans pursuant to this Agreement which are subject to the consent or approval of Bank. All contracts or agreements included in such items shall be in full force and effect.

     (p) Zoning; Zoning Letter. Borrower shall have provided to Bank evidence satisfactory to Bank in its sole and absolute discretion that the Property is properly zoned for its intended use and that any and all zoning stipulations have been complied with. If requested by Bank, such evidence shall include an originally executed letters addressed to Bank from the applicable governmental authority, dated within six (6) months of Closing Date, indicating that all applicable zoning ordinances and/or restrictive covenants affecting the Project permit the use of the property for its intended purposes and that there are no variances or other conditions currently outstanding that would affect the zoning as stated. Such evidence, including any zoning letter, shall be in a form sufficient to permit the title insurance company to issue a zoning endorsement (ALTA Form 3.0 or equivalent).

     (q) Condition of Property. Unless otherwise agreed in writing by Bank, the Property and all existing improvements thereon shall not be in need of immediate repairs (except de minimis repairs), as determined by Bank in its sole and absolute discretion.

     (r) Opinion Letters. If required by Bank, Borrower has delivered to Bank a favorable opinion from independent counsel, opining to such matters as Bank may require, in form and substance satisfactory to Bank in its sole and absolute discretion, by counsel acceptable to Bank for Borrower and/or any other parties to the Loan Documents.

     (s) No Default. No event shall have occurred and be continuing which would constitute a default or Event of Default (as defined in the applicable document) or an Unmatured Event of Default under any of the Loan Documents.

     (t) No Condemnation Proceedings. Neither the Property nor any interest in it shall be affected by eminent domain or condemnation proceedings.

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     (u) Miscellaneous. Borrower shall have delivered to Bank any other item reasonably deemed necessary by Bank and shall have fulfilled any other condition reasonably required by Bank to fulfill the intention of this Agreement and any Loan commitment issued to Borrower.

     1.2 Conditions to Disbursement of Facility 2 Loan. Before Bank becomes obligated to make any disbursement of the Facility 2 Loan funds under this Agreement, the following conditions shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Bank in its sole and absolute discretion. No waiver of any condition is effective unless expressly made in writing by Bank.

          (a) Closing and Disbursement Conditions. All closing and disbursement conditions set forth above shall have been satisfied or shall have been waived or deferred by Bank in its sole and absolute discretion.

          (b) Request for Credit. For each disbursement under the Facility 2 Loan, Bank shall have received a complete and accurate Request for Credit from Borrower as described below, and Bank shall have determined that all conditions contained in this Agreement to the disbursement set forth in the Request for Credit have been met.

          (c) Security Interests Perfected. Bank’s security interest in all Approved Equipment being acquired with Loan proceeds shall have been duly perfected in a first-priority lien position.

          (d) Continuing Property Condition. The Improvements shall not be materially damaged and not repaired, unless Bank shall have received funds from Borrower or insurance proceeds sufficient to pay for all repairs in a timely manner as determined by Bank in its sole and absolute discretion. Additionally, Bank shall not have received or have knowledge of any bonded stop notice, notice of mechanic’s or materialmen’s liens or other similar notice or filing affecting or which could affect the Property or the priority of the disbursement, unless Borrower files a release bond or otherwise provides information satisfactory to Bank in its sole and absolute discretion that such notice or filing will not have such an effect. Neither the Property nor any interest in it shall be affected by eminent domain or condemnation proceedings.

2. Disbursement Conditions and Procedures; Other Loan Terms .

    2.1 Disbursement Conditions, Amounts, and Procedures.

          (a) Disbursements. Subject to the satisfaction of all conditions precedent set forth in Section 1 below, Bank shall make disbursements of the Loans as follows:

          (i) The Facility 1 Loan will be disbursed as a single disbursement concurrently with the closing of the Loans to pay: (1) legal fees and expenses of Bank which are payable by Borrower with respect to the Loans, as approved by Bank; (2) other closing costs of Borrower, as approved by Bank; (3) a portion of the purchase price for the acquisition of the Land and existing Improvements, as approved by Bank.

          (ii) The Facility 2 Loan will be disbursed during the period from the Closing Date through July 18, 2006 (“Facility 2 Availability Period”), based upon Borrower’s Requests for Credit. The Facility 2 Loan funds will be disbursed for, and shall be used by Borrower for, the purchase by Borrower of Approved Equipment, based upon eighty percent (80%) of the cost of the applicable Approved Equipment item.

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Borrower understands and acknowledges that any additional funds necessary to close the acquisition of the Land and existing Improvements, including additional acquisition funds and any additional closing costs not funded by Bank, which may include title insurance, escrow, recording, filing, and others fees and costs, shall be paid by Borrower out-of-pocket from Borrower’s own funds. Borrower further understands that disbursements of the Facility 2 Loan will NOT be available after the end of the Facility 2 Availability Period.

          (b) Use of Disbursements. Borrower agrees to use disbursements solely in conformity with the uses set forth in Section 2.1 (a) above, except as otherwise provided herein or agreed to in writing by Bank.

          (c) Debit of Loans at Closing. As of the day the Loans close, Bank is authorized to make payments on Borrower’s behalf by debiting the Loan funds, as applicable, and disbursing such amounts to itself for all costs and expenses payable by Borrower to Bank pursuant to the terms of this Agreement, if such have not been received by Bank in immediately available funds directly from Borrower’s own funds. Such expenses shall include but not be limited to: (i) legal fees and expenses of Bank’s counsel; (ii) documentation fees; (iii) appraisal fees, and, if applicable, appraisal review fees; and/or (iv) and other fees and costs required to be paid to Bank by Borrower under this Agreement.

          (d) Interest on Disbursements. Interest on each disbursement, whether initiated by Borrower or Bank, shall be payable from the time Bank debits the applicable Loan funds in the amount of the disbursement.

          (e) Requests for Credit. Each request for an extension of credit will be made in writing in a manner acceptable to the Bank, or by another means acceptable to the Bank (each, a “Request for Credit”). Borrower authorizes either Bob Parsons or Michael Zimmerman to sign all Requests for Credit and other documents in connection with the administration of the Loans. Borrower represents and warrants to Bank that the following signatures are specimen signatures of the persons named in the preceding sentence:

       Robert Parsons        Michael Zimmerman

          2.2 Escrow for Loan Closing; Fulfillment of Conditions.

          (a) Escrow for Loan Closing. In connection with the closing of the Loans and the disbursement of proceeds of the Loans by Bank under this Agreement, Bank, at its option, may require that such disbursement be made through an escrow maintained with a title company or law firm acceptable to Bank in its sole and absolute discretion, in accordance with escrow instructions prepared by Bank.

          (b) Fulfillment of Conditions. Bank need not make any disbursement of any of the Loan funds until Borrower fulfills all conditions of the Loan Documents, at Borrower’s sole cost and expense. All such conditions shall be satisfied at Borrower’s sole cost and expense.

          (c) Deferral of Conditions; Conditions Subsequent. If Borrower has not fulfilled all conditions to closing prior to the date set for closing the Loans, Bank, at its option, may close the Loans, or either of them at Bank’s discretion, without disbursing any Loan funds or may close the Loans, or either of them at Bank’s discretion, and disburse some or all of the applicable Loan funds subject to Borrower’s

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compliance with any or all such condition(s) as conditions subsequent to the closing of the applicable Loan(s). In such event, Bank shall notify Borrower of the conditions subsequent that must be met and the time period(s) within which Borrower is required to comply. If no time period for compliance is specified by Bank as to any condition subsequent, then Borrower shall comply with such condition subsequent within thirty (30) days of the date of closing of the applicable Loan(s). Failure of Borrower to comply with all conditions subsequent within the applicable time periods shall be an Event of Default hereunder.

     2.3 Loan Fees. Intentionally Omitted.

     2.4 Collateral Security; Setoff.

          (a) Other Collateral. In addition to the Land, Improvements, and other Property described above, the Loans shall be secured by all of the following:

          (i) Personalty Related to the Land and Improvements. A first-priority lien on and security interest in all equipment, furniture, fixtures, and materials to be incorporated, whether now or in the future, into the Improvements, and any other personal property owned by Borrower located on or used in connection with the Land and Improvements.

          (ii) Collateral. A first-priority lien on and security interest in all equipment and other Collateral, including but not limited to all Approved Equipment, as described in one or more Security Agreements executed by Borrower in favor of Bank in connection with the Loans.

          (iii) Swap Contract Payments. A first-priority lien on and security interest in all payments due at any time and from time to time from Bank to Borrower under any Swap Contract.

          (b) Release of Collateral. Unless otherwise agreed in writing by Bank, Bank’s security interest in all collateral for the Loans shall be released by Bank when the Loans have been paid and performed in full within a reasonable time thereafter but not later than ten (10) days after Borrower’s written request to Bank; provided, however, that if there is any conflict in the release terms contained in any security agreement, assignment, or other security instrument as to the terms upon which the Bank’s security interest in the collateral described in that document, or any portion thereof, shall be terminated and/or released Borrower, and the terms of this Section, the terms of any such security agreement, assignment, or other security instrument shall control and govern the collateral described therein.

          (c) Collateral Documents. Borrower agrees to execute any and all documents, including security agreements and financing statements, as Bank may reasonably request in order to create, perfect, or continue the security interests described above.

          (d) Setoff; Security. As additional security for the payment and performance of all obligations of Borrower under the Loan Documents, Borrower hereby grants Bank a security interest in, a lien on, and an express contractual right to set off against all depository account balances, cash, and any other property of Borrower now or hereafter in the possession of Bank and the right to refuse to allow withdrawals from any account. Without limiting the foregoing, the security interest granted herein and the right of setoff granted to Bank hereunder is intended to cover and include any reserve account(s) that may be required, now or in the future, pursuant to the terms of this Agreement. Bank may, at any time upon the occurrence of any default or Event of Default or Unmatured Event of Default under this Agreement or any other Loan Document, setoff against any amounts outstanding under the Loans whether or not the Loans or any portion thereof is then due or has been accelerated, all without any

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advance or contemporaneous notice of demand of any kind to Borrower, such notice and demand being expressly waived.

     2.4 Automatic Deduction.

          (a) Monthly Payments. Borrower agrees that monthly payments on the Loans will be deducted automatically on the due date from the Account.

          (b) Date of Debit. Bank will debit the Account on the dates the payments on the Loans become due. If a due date does not fall on a Banking Day (as such term is defined in the Notes), Bank will debit the Account on the first banking day following the due date.

          (c) Maintenance of Funds. Borrower will maintain sufficient funds in the Account on the dates Bank enters debits authorized by this Agreement. If there are insufficient funds in the Account on the date Bank enters any debit authorized by this Agreement, the debit will be reversed.

          (d) Security. Borrower hereby grants to Bank a security interest in the Account, and any other accounts from which Borrower may hereafter authorize Bank to debit payments due on the Loans, for the purpose of securing the payment of amounts Bank is authorized to deduct from the Account or such other accounts. The security interest is granted only to the extent of such authorized deductions, and does not create a lien to secure any other obligation owed by Borrower to Bank, whether under this Agreement or otherwise.

3. Covenants of Borrower. Borrower promises to keep each of the covenants set forth below, unless Bank has waived compliance in writing.

     3.1 Compliance with Law. Borrower shall comply with all existing and future laws, regulations, orders, building codes, restrictions and requirements of, and alt permits and approvals from, and agreements with and commitments to, all governmental, judicial, or legal authorities having jurisdiction over the Property, including those pertaining to the acquisition, ownership, management, maintenance, operation, or enjoyment of the Property, and with all covenants and restrictions and other title encumbrances affecting the Property, and with all applicable existing and future federal, state, and local laws, statutes, treaties, rules, regulations, ordinances, codes, and administrative or judicial precedents affecting Borrower or the performance, prospects, assets, or operations of Borrower or its business (collectively, the “Requirements”).

     3.2 Site Visits.

          (a) Bank and its agents and representatives shall have the right to enter and visit the Property at any reasonable time for the purposes of observing or inspecting the Property, performing an appraisal, taking soil or ground water samples, and conducting tests, among other things to investigate for the presence of Hazardous Substances. Bank shall also have the right to examine, copy and audit the books, records, accounting data and other documents of Borrower in accordance with Section 3.20 below. In each instance, Bank shall give Borrower reasonable notice before entering the Property and make reasonable efforts to avoid interfering with Borrower’s use of the Property when exercising any of the rights granted in this Section.

          (b) Bank has no duty to visit the Property, or to observe or inspect it, or to examine any books or records. Any site visit, observation, or examination by Bank is solely for the purpose of protecting Bank’s rights and interests. No site visit, observation, or examination by Bank shall impose any liability on Bank or result in a waiver of any default of Borrower. Neither Borrower nor any other party is entitled to rely

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on any site visit, observation, or examination by Bank. Bank owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any other adverse condition affecting the Property, including any defects in the design or construction of the improvements located on the Property, or the presence of Hazardous Substances on the Property. Bank shall not be obligated to disclose to Borrower or any other party any report or findings made as a result of, or in connection with, any site visit, observation, or examination by Bank.

     3.3 Insurance.

          (a) Borrower shall provide, maintain, and keep in force at all times prior to repayment of the Loans:

          (i) All risk property damage insurance covering the Property, with a policy limit in an amount not less than the full insurable value of the Property on a replacement cost basis. The policy shall insure the Property against loss or damage by: (A) fire and lightning; (B) other risks embraced by the type of coverage known as All Risk; and (C) such other risks or hazards as Bank may designate as required by Bank’s current policy so long as such requirements are commercially reasonable. The policy shall include replacement cost and agreed amount coverage. The policy shall provide coverage for rent loss (or business interruption, if more appropriate) in an amount equal to twelve (12) months’ principal and interest payments, taxes, and insurance premiums.

          (ii) Commercial General Liability coverage with such limits as Bank may require as required by Bank’s current policy so long as such requirements are commercially reasonable. This policy shall name Bank as an additional insured. Coverage shall be written on an occurrence, not claims made, basis.

          (b) Borrower shall provide, maintain, and keep in force at all times prior to repayment of the Loans, any and all additional insurance Bank in its reasonable judgment may from time to time require, against commonly insured hazards for similarly situated properties. Such additional insurance may include flood insurance as required by federal law and earthquake and/or sinkhole insurance as required by Bank. At Bank’s request, Borrower shall supply Bank with an original, countersigned original, or certified copy of any policy. All policies of insurance required under the Loan Documents shall be issued by companies approved by Bank having an A.M. Best’s rating acceptable to Bank, with limits, coverage, forms, deductibles, inception and expiration dates and cancellation provisions acceptable to Bank, and shall provide that all proceeds be payable to Bank to the extent of its interest. An approval by Bank is not, and may not be deemed to be, a representation of the solvency of any insurer or the sufficiency of any amount of insurance. Each policy of insurance required under the Loan Documents shall provide that it may not be modified or canceled without at least thirty (30) days’ prior written notice to Bank. When any required insurance policy expires, Borrower shall furnish Bank with proof acceptable to Bank that the policy has been reinstated or a new policy issued, continuing in force the insurance covered by the expired policy. Borrower shall also furnish evidence satisfactory to Bank that all premiums for such policy have been paid within thirty (30) days of renewal or issuance. If Bank fails to receive such proof and evidence, Bank has the right, but not the obligation, to obtain current coverage and advance funds to pay the premiums for it. Borrower shall repay Bank immediately on demand for any advance for such premiums, which will be an additional loan to Borrower bearing interest at the Default Rate and secured by the Deed of Trust, the Security Agreement, and any other collateral held by Bank in connection with the Loans. As to all policies of insurance provided by Borrower, Borrower shall be named as the insured and any additional insured parties shall be subject to Bank’s approval. As to all policies of insurance provided by a third party other than Borrower (e.g., any tenant), Borrower shall be named as an additional insured.

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     3.4 Payment of Expenses. Borrower shall pay Bank’s reasonable costs and expenses incurred in connection with the making, disbursement, and administration of the Loans. Borrower shall also pay any and all of Bank’s costs and expenses incurred in connection with any revisions, extensions, renewals, or “workouts” of any Loan, and in the exercise of any of Bank’s rights or remedies under this Agreement. Such costs and expenses include charges for title insurance (including endorsements), filing, recording, and escrow charges, fees for appraisal and appraisal review, environmental services, mortgage taxes, document review and preparation, reasonable legal fees and expenses of Bank’s counsel, and any other reasonable fees and costs for services, regardless of whether such services are furnished by Bank’s employees or agents or independent contractors. Borrower acknowledges that amounts payable under this Section are not included in any loan or commitment fees for the Loans. All such sums incurred by Bank and not immediately reimbursed by Borrower will be considered an additional loan to Borrower secured by the Deed of Trust and the Security Agreement(s) and bearing interest at the Default Rate. Notwithstanding the foregoing, Bank agrees to limit Borrower’s liability to Five Thousand and No/100 Dollars ($5,000.00) for all legal fees Bank incurs up to and including the time the Loans close. No limitation applies to Borrower’s obligations to pay any other costs and expenses of Bank, whenever incurred, or to pay any and all legal fees Bank may incur after the closing of the Loans.

     3.5 Financial and Other Information.

          (a) Financial and Other Information of Borrower. Borrower shall keep true and correct financial books and records, using GAAP, or such other accounting principles as Bank in its reasonable judgment may find acceptable from time to time. Borrower shall provide to Bank the following:

          (i) Annual Financial Statements. Not later than one hundred twenty (120) days after Borrower’s fiscal year end, Borrower’s annual financial statements. These financial statements shall be unqualified and audited by a Certified Public Accountant reasonably acceptable to Bank. These financial statements shall be prepared on a consolidated basis.

          (ii) Interim Financial Statements. Not later than forty-five (45) days after the end of each of Borrower’s fiscal quarters, Borrower’s interim quarterly financial statements. These financial statements may be prepared by Borrower if certified to be true and correct by Borrower.

          (iii) Compliance Certificate. Within forty-five (45) days after the end of each fiscal quarter, a certificate in the form attached hereto as Exhibit A (each, a “Compliance Certificate”), executed by Borrower’s chief financial officer or other officer or person acceptable to Bank, certifying (1) that Borrower is in compliance with the financial covenants set forth in this agreement, including the Cash Flow Coverage Ratio set forth in Section 3.25 below, (2) that the representations and warranties set forth in the Agreement are true and correct as of the date of the certificate, and (3) that, as of the date of the certificate, no default or Event of Default, or Unmatured Event of Default, has occurred and is continuing under the Agreement.

          (iv) Tax Returns. Promptly upon the request of Bank, signed copies of Borrower’s tax returns, including all extensions and all supporting schedules (including K-1’s or their equivalent).

          (v) Other Information. Promptly upon the request of Bank, such other information as Bank may reasonably request concerning the affairs and properties of Borrower.

          (b) Financial and Other Information of Guarantor. Borrower shall cause Guarantor to keep true and correct financial books and records, using GAAP, or such other accounting principles as Bank in its reasonable judgment may find acceptable from time to time. Borrower shall cause Guarantor to provide to Bank the following:

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          (i) Annual Financial Statements. Not later than one hundred twenty (120) days after Guarantor’s fiscal year end, Guarantor’s annual financial statements. These financial statements shall be unqualified and audited by a Certified Public Accountant acceptable to Bank. These financial statements shall be prepared on a consolidated basis.

          (ii) Interim Financial Statements. Not later than forty-five (45) days after the end of each of Guarantor’s fiscal quarters, Guarantor’s interim quarterly financial statements. These financial statements may be prepared by Guarantor if certified to be true and correct by Guarantor.

          (iii) Tax Returns. Promptly upon the request of Bank, signed copies of Guarantor’s tax returns, including all extensions and all supporting schedules (including K-1’s or their equivalent).

          (iv) Other Information. Promptly upon the request of Bank, such other information as Bank may reasonably request concerning the affairs and properties of Guarantor.

     3.6 Notices. Borrower shall notify Bank promptly in writing of any and all of the following:

          (a) Any litigation affecting Borrower or any Guarantor (if any) where the amount claimed is or may be Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more and which (i) is not dismissed within sixty (60) days of the filing thereof, and (ii) is not Covered by Insurance.

          (b) Any written or oral communication Borrower receives from any governmental, judicial, or legal authority giving notice of any claim or assertion that the Land or Improvements fail in any respect to comply with any of the Requirements or any other applicable governmental law.

          (c) Any material adverse change in the physical condition of the Property (including any damage suffered as a result of fire, earthquakes, or floods).

          (d) Any material adverse change in Borrower’s or any Guarantor’s financial condition, any material adverse change in Borrower’s operations, or any material change in the management of Borrower.

          (e) Any other circumstance, event, or occurrence that results in a material adverse change in Borrower’s or any Guarantor’s ability to timely perform any of its obligations under any of the Loan Documents.

          (f) Any default or Event of Default (as defined in the applicable document) that has occurred, or Unmatured Event of Default that has occurred and is continuing under any of the Loan Documents, and/or any breach or default that has occurred under any agreement under which Borrower has liability.

          (g) Any environmental or labor dispute involving or affecting Borrower.

     3.7 Keeping Guarantor Informed. Borrower shall keep each Guarantor informed of Borrower’s financial condition and business operations, the condition and all uses of the Property and other Collateral, including all changes in condition or use, and any and all other circumstances that may affect Borrower’s ability to pay or perform its obligations under the Loan Documents. However, any failure to do so shall not give rise to any defense to Guarantor.

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     3.8 Performance of Acts. Upon Bank’s request, Borrower shall perform all acts reasonably necessary or advisable to perfect any lien or security interest provided for in the Loan Documents or to carry out the intent of the Loan Documents.

     3.9 No Construction: Protection Against Lien Claims. Borrower shall not construct any Improvements on the Property without the prior written consent of Bank in Bank’s sole and absolute discretion. Borrower shall pay or otherwise discharge promptly all claims and liens for labor done and materials and services furnished in connection with the Property or the construction of any Improvements. Borrower has the right to contest in good faith any claim or lien, provided that it does so diligently and without prejudice to Bank. Promptly upon Bank’s request, Borrower shall provide a bond, cash deposit, or other security satisfactory to Bank in its sole and absolute discretion.

     3.10 Signs and Publicity. At Bank’s request, Borrower will identify Bank as the acquisition lender on any signs posted on the Property and use its commercially reasonable efforts to identify Bank in publicity concerning the Property. In the alternative, with Borrower’s consent, which may not be unreasonably withheld, Bank may post signs on the Property identifying itself as the acquisition lender for the Property. Bank may refer to the Property in its own promotional and advertising materials. Borrower may not post signs or otherwise identify Bank as the acquisition lender without Bank’s prior written consent in each instance.

     3.11 Notice of Change. Borrower shall give Bank at least thirty (30) days prior written notice of any change in:

          (a) the location of its place of business or its chief executive office if it has more than one place of business;

          (b) Borrower’s name or business entity types;

          (c) the state in which Borrower has filed its entity incorporation or organizational documents;

          (d) Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization or of any newly assigned such number where one had not been previously assigned; and

          (e) any Change in Control.

Unless otherwise approved by Bank in writing, Borrower agrees that all Property that consists of personal property (other than the books and records) will be located at the Land or at Borrower’s other places of business that have been disclosed in writing to Bank as places where such property will be located.

     3.12 Indemnity Regarding Ownership of Property and Other Risks. Borrower indemnifies, defends, and holds the Indemnified Parties harmless for, from, and against any and all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties, and losses (including sums paid in settlement of claims and all reasonable consultant, expert and legal fees and expenses of Bank’s counsel), and any resulting damages, harm or injuries to the person or property of any third parties, directly or indirectly arising out of or resulting from (a) the ownership, management, maintenance, operation, marketing, leasing, sale, or use of the Property, as applicable, whether such claims are based on theories of derivative liability, comparative negligence or otherwise, (b) any development of or improvement to the Property, including any defective workmanship or materials; (c)

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any failure to satisfy any requirements of any laws, regulations, ordinances, governmental policies or standards, reports, maps, development agreements, or regulatory agreements that apply or pertain to the Property; (d) breach of any representation or warranty made or given by Borrower to any of the Indemnified Parties or to any prospective or actual lessee or buyer of all or any portion of the Property; and/or (e) any claim or cause of action of any kind by any party that any Indemnified Party is liable for any act or omission of Borrower or any other person or entity in connection with the ownership, management, maintenance, operation, marketing, leasing, sale, or use of the Property, or any development of or improvement to the Property, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct. Notwithstanding, anything to the contrary in any other Loan Document, the provisions of this Section shall survive the termination of this Agreement, repayment of the Loans, and foreclosure of the Deed of Trust or similar proceedings.

     3.13 Tax Receipts. Borrower shall provide to Bank, within thirty (30) days after the end of the fiscal year of the applicable governmental authority, bills showing the payment (to the extent then due and payable) of all taxes and assessments that are or may become a lien upon the Property or any portion thereof. If Borrower fails, following demand, to provide Bank the tax receipts required by this Section, without limiting the other remedies available to Bank under this Agreement, Bank may, at Borrower’s sole expense, obtain and enter into a tax services contract with respect to the Property with a tax reporting agency satisfactory to Bank.

     3.14 Maximum Loan-to-Value Ratio. Borrower agrees that, at all times prior to repayment of the Facility 1 Loan, the Maximum Loan-to-Value Ratio shall not exceed eighty-five percent (85%). If Bank at any time should determine that such ratio has been exceeded, Bank may make written demand on Borrower to repay principal of the Facility 1 Loan in an amount sufficient in Bank’s reasonable judgment to cause the Maximum Loan-to-Value Ratio to be met. Borrower shall make any such payment of principal immediately upon Bank’s demand.

     3.15 Maintenance and Repair. Borrower shall (a) maintain the Property, including the parking and landscaping portions thereof, in good condition and repair, (b) promptly make all necessary structural and non-structural repairs to the Improvements (or cause tenants under any leases to perform such obligation), (c) not demolish, alter, remove, or add to any Improvements, excepting (i) the repair and restoration of Improvements following damage thereto as required by the Deed of Trust, (ii) the construction or installation of non-structural alterations or improvements, provided the same are in all respects consistent with the character and utility of the existing Improvements, (iii) the installation or construction of tenant improvements and related demolition in connection with any leases approved in accordance with this Agreement, and (d) not erect any new buildings, structures or building additions on the Land, without the prior written consent of Bank in each instance. Borrower shall pay when due all claims for labor performed and materials furnished therefor in connection with any improvements or construction activities. Borrower shall also maintain all other Collateral for the Loans in good condition and repair and shall use commercially reasonable efforts to make any repairs, renewals, or replacements to keep such Collateral in good working condition.

     3.16 Preservation of Rights. Borrower shall obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of Borrower’s business.

     3.17 Conditional Sales Contracts; Removal of Fixtures and Equipment. Without the Bank’s prior written consent, Borrower shall not (a) purchase or contract for any materials, equipment, furnishings, fixtures, or articles of personal property to be placed or installed on the Land or any Improvements under any security agreement or other agreement where the seller reserves or purports to reserve a lien, security interest, or title thereto, or the right of removal or repossession after such items are installed on the Property; or (b) remove or permit to be removed from the Land or the Improvements

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any equipment, machinery, or fixtures used in connection with the ownership, management, maintenance, operation, or enjoyment thereof unless replaced by articles of equal suitability and value owned by Borrower free and clear of any lien or security interest.

     3.18 No Change in Control of Borrower or Guarantor. There shall be no Change in Control of Borrower or Guarantor without the prior written consent of Bank.

     3.19 Income from Property. Borrower shall first apply all income from leases, and all other income derived from the Property, to pay costs and expenses associated with the ownership, maintenance, operation, and marketing of the Land and Improvements, including all amounts then required to be paid under the applicable Loan Documents, before using or applying such income for any other purpose. Borrower may not distribute any income to any of its members, partners, or shareholders, allow any member, partner, or shareholder to withdraw capital, or make any payments on indebtedness owed to any member, partner, or shareholder, unless all property expenses then due have been paid in full.

     3.20 Audits. Borrower shall allow Bank and its agents to inspect Borrower’s properties and examine, audit, and make copies of Borrower’s books and records at any reasonable time. If any of Borrower’s properties, books, or records are in the possession of a third party, Borrower authorizes that third party to permit Bank or its agents to have access to perform inspections or audits and to respond to Bank’s requests for information concerning such properties, books and records.

     3.21 Appraisals. If required by Bank or if required by applicable law or regulations, Bank shall have the right to order appraisals of the Property from time to time from an appraiser selected by Bank, which appraisals shall comply with all federal and state standards for appraisals and otherwise shall be satisfactory to Bank in all material respects. Borrower agrees to pay the cost and expense for all such appraisals and reviews thereof ordered by Bank pursuant to this Section except Borrower shall only be responsible to pay for such appraisals (excepting the appraisal obtained in connection with the making of the Loans) if such appraisal is ordered when (a) an Event of Default has occurred hereunder, or (b) such appraisal or update is required by applicable law or regulation.

     3.22 As-Built Survey. Upon the request of Bank, Borrower shall promptly provide to Bank an as-built ALTA survey of the Land and Improvements in form and substance satisfactory to Bank, certified by a licensed land surveyor and showing the location of the completed improvements, and all boundary lines, easements, rights of way, and other matters affecting the Land. If Borrower has provided such a survey prior to the closing of the Loans, then Borrower shall only be responsible to pay for any additional survey (excepting the survey obtained in connection with the making of the Loans) if such survey is requested by Bank when (a) an Event of Default has occurred or an Unmatured Event of Default has occurred and is continuing hereunder, or (b) such survey or update is required by applicable law or regulation.

     3.23 Other Debts; Guarantees. Except as otherwise provided herein or in any other Loan Document, without Bank’s prior written consent, (i) Borrower shall not have outstanding or incur any direct or contingent debts or lease obligations (other than those to Bank), or become directly or indirectly liable for the debts of others, related to or with respect to the Property, and (ii) Borrower shall not directly or indirectly guarantee the obligations of, invest in, lend credit to, or indemnify, any other or entity (collectively, “Third Party Obligations”). This does not prohibit:

          (a) Acquiring goods, supplies, or merchandise on normal trade credit.

          (b) Endorsing negotiable instruments received in the usual course of business.

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          (c) Obtaining surety bonds in the usual course of business.

          (d) Debts, lines of credit, and/or leases in existence on the date of this Agreement previously disclosed in writing to Bank.

          (e) Third Party Obligations not exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) in the aggregate at any time.

     3.24 Other Liens. Except as otherwise provided herein or in any other Loan Document, without Bank’s prior written consent, Borrower shall not create, assume, or allow any security interest or lien (including judicial liens) on property Borrower now or later owns, except:

          (a) Deeds of trust and security agreements in favor of Bank.

          (b) Liens for taxes not yet due.

          (c) Liens outstanding on the date of this Agreement previously disclosed in writing to the Bank.

          (d) Additional purchase money security interests not exceeding One Million and No/100 Dollars ($1,000,000.00) in any calendar year in personal or real property acquired after the date of this Agreement.

     3.25 Negative Covenants. Without Bank’s prior written consent, Borrower shall not:

          (a) engage in any business activities substantially different from Borrower’s present business;

          (b) liquidate or dissolve Borrower’s business;

          (c) lease or dispose of all or a substantial part of Borrower’s business or Borrower’s assets;

          (d) enter into any consolidation, merger, pool, joint venture, syndicate or other combination, except that a wholly-owned subsidiary of Borrower may merge into another wholly-owned subsidiary of Borrower;

          (e) acquire or purchase a business or its assets;

          (f) sell or otherwise dispose of any assets for less than fair market value or enter into any sale and leaseback agreement covering any of its fixed or capital assets;

          (g) make any loans, advances, or other extensions of credit to anyone exceeding Five Hundred Thousand and No/100 Dollars ($500,000.00) in the aggregate at any time; or

          (h) sell or make any distribution of Borrower’s assets that could adversely affect Borrower’s financial condition.

     3.26 Cash Flow Coverage Ratio. The Obligated Group shall maintain, and Borrower shall cause the Obligated Group to maintain, a Cash Flow Ratio of at least 2.25 to 1.00. This Cash Flow Coverage Ratio shall be tested quarterly (i) on a cumulative basis for the first twelve (12) months following

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the date of recordation of the Deed of Trust, and (ii) thereafter on a rolling four (4) quarter basis, calculated at the end of each fiscal quarter, using the results of that fiscal quarter and each of the three (3) immediately preceding fiscal quarters.

     3.27 ERISA Plans. Borrowers shall at all times comply with the provisions of ERISA with respect to any Plan to which it is a party as employer, and as soon as possible after Borrower knows, or has reason to know, that any Reportable Event (as defined in ERISA) with respect to any such plan of Borrower has occurred, it shall furnish to Bank a written statement setting forth details as to such Reportable Event and the action, if any, which Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event furnished to the PBGC. Borrower shall also give prompt written notice to the Bank of any action by the Borrower to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (b) any notice of noncompliance made with respect to a Plan under Section 4041 (b) of ERISA, or (c) the commencement of any proceeding with respect to a Plan under Section 4042 of ERISA.

4. Use and Leasing.

     4.1 Use of the Property. Borrower shall not change its intended use of the Property or the Project without Bank’s prior written approval.

     4.2 Lease Approval; Information and Documents.

          (a) Each lease of any part of the Property is subject to Bank’s written approval as to form and substance prior to execution and delivery.

          (b) If any leases exist at or prior to the closing of the Loans, (i) Borrower shall have provided to Bank a true, correct, and complete copy of each such lease, including all amendments or modifications thereto and any agreements related thereto, (ii) each such pre-existing lease is subject to Bank’s review and approval in its sole and absolute discretion, (ii) if required by Bank, in its sole and absolute discretion, for each such pre-existing lease, Borrower shall promptly obtain and deliver to Bank such estoppels certificates, subordination agreements, and/or subordination, nondisturbance, and attornment agreements in form and substance acceptable to Bank, executed by such tenants as Bank from time to time may require.

          (c) If any portion of the Property is leased to third party tenants, Borrower shall promptly deliver to Bank such tenant income certificates, leasing schedules and reports, and other leasing information as Bank from time to time may request. In addition, upon the request of Bank, as to any tenants occupying any part of the Property at any time, Borrower shall promptly obtain and deliver to Bank such estoppel certificates, subordination agreements, and/or subordination, nondisturbance, and attornment agreements in form and substance acceptable to Bank, executed by such tenants as Bank from time to time may require

     4.3 Purpose and Effect of Lease Approval. Bank’s approval of any lease is for the sole purpose of protecting Bank’s security and preserving Bank’s rights under the Loan Documents. No approval by Bank will result in a waiver of any default of Borrower. In no event will Bank’s approval of any lease be a representation of any kind with regard to the lease, its enforceability, or the financial capacity of any tenant thereunder or guarantor thereof.

     4.4 Landlord’s Obligations. Borrower shall use commercially reasonable efforts to perform all obligations required to be performed by it as landlord under any lease affecting any part of the Land or any space within the Improvements.

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     4.5 Costs and Expenses. If Bank’s prior written approval is required for any Lease, Borrower shall pay to Bank, as a condition to such consent Bank’s costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection therewith; provided: however, Borrower’s obligation to pay such costs and expenses shall not exceed One Thousand and No/100 Dollars ($1,000.00) unless such lease is further changed or negotiated after Bank’s initial review. Such costs and expenses shall be due and payable whether or not such consent is given.

5. Representations and Warranties. Borrower promises that each representation and warranty set forth below is and will be true, accurate and correct as of the date of this Agreement, and, if applicable, as of the date of any requested disbursement.

     5.1 Authority; Enforceability. Borrower has complied with any and all laws and regulations concerning their organization, existence, and the transaction of their business. Borrower has the right and power to own and operate the Land and any existing Improvements as contemplated in the Loan Documents. Borrower and each Guarantor is authorized to execute, deliver, and perform its obligations under the Loan Documents. Those documents are valid and binding obligations of Borrower and each Guarantor, as applicable.

     5.2 Compliance With Law. Borrower is familiar and has complied with all of the Requirements, as well as all other applicable laws, regulations, and ordinances. To the best of Borrower’s knowledge or belief without duty to investigate, no provision or obligation of Borrower or any Guarantor contained in any of the Loan Documents violates any of the Requirements or any order or ruling of any court or governmental entity. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement binding or regulating the Property.

     5.3 No Violation. The execution and delivery of this Agreement and the other Loan Documents and performance by Borrower of its obligations hereunder and thereunder will not result in a default under any other material agreement to which Borrower is a party.

     5.4 No Claims. To the best of Borrower’s knowledge or belief without duty to investigate, no claims, actions, proceedings, or investigations are pending against Borrower or affecting the Property, any of the Collateral, or any collateral for the Loans, except for those previously disclosed by Borrower to Bank in writing. To the best of Borrower’s knowledge or belief without duty to investigate, no threat of any such claim, action, proceeding, or investigation exists, except for those previously disclosed by Borrower to Bank in writing.

     5.5 Financial and Other Information. All financial information delivered to Bank, including all information relating to the financial condition of (a) Borrower or any of its partners, shareholders, or members (as applicable), (b) any Guarantor, and (c) the Property, fairly and accurately represents the financial condition being reported on as of its date. All such information is prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted. There has been no material adverse change in the financial condition of any of the persons described above-reported at any time to Bank, except as previously disclosed to Bank in writing in later financial information and found acceptable to Bank in its sole and absolute discretion. Borrower has disclosed to Bank any and all leases affecting the Property or any portion thereof or interest therein.

     5.6 Accuracy. All reports, documents, instruments, information, and forms of evidence delivered to Bank concerning the Loans or required by this Agreement, any Loan commitment, and/or the other Loan Documents are accurate, correct, and sufficiently complete to give Bank true and accurate knowledge of their subject matter. None of them contains any misrepresentation or material omission.

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     5.7 Taxes. Borrower has filed all required state, federal, and local income tax returns and has paid all taxes when due and payable. To the best of Borrower’s knowledge or belief without duty to investigate, Borrower knows of no basis for any additional assessment of taxes.

     5.8 Borrower Not a “Foreign Person”. Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended from time to time.

     5.9 No Breaches or Defaults. To the best of Borrower’s knowledge or belief without duty to investigate, no event has occurred and is continuing which would constitute a default or Event of Default (as defined in the applicable document) or an Unmatured Event of Default under any of the Loan Documents.

     5.10 Disclosure to Guarantor and Third Parties. Before any Guarantor and/or any other third party (if any) became obligated in connection with the Loans or under any of the Loan Documents, Borrower made full disclosure to that Guarantor and/or third party Trustor regarding Borrower’s financial condition and business operations, the present and former condition, uses, and ownership of the Property and all other circumstances bearing upon Borrower’s ability to pay and perform its obligations under the Loan Documents.

     5.11 ERISA Plans.

          (a) The Borrower has fulfilled its obligations, if any, under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and has not incurred any liability with respect to any Plan under Title IV of ERISA

          (b) No reportable event has occurred under Section 4043(b) of ERISA for which the PBGC requires 30 day notice.

          (c) No action by the Borrower to terminate or withdraw from any Plan has been taken and no notice of intent to terminate a Plan has been filed under Section 4041 of ERISA.

          (d) No proceeding has been commenced with respect to a Plan under Section 4042 of ERISA, and no event has occurred or condition exists which might constitute grounds for the commencement of such a proceeding.

6. Default and Remedies.

     6.1 Events of Default. An Event of Default will occur under this Agreement upon the occurrence of any of the following events:

          (a) Borrower fails to make any payment of principal or interest under the Facility 1 Note or the Facility 2 Note within ten (10) days after the date when due; or

          (b) Borrower fails to make any deposit of funds demanded by Bank under this Agreement within ten (10) days after Bank’s written demand; or

          (c) Borrower fails to comply with any other covenant contained in this Agreement calling for the payment of money and does not cure that failure within ten (10) days after written notice from Bank; or

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          (d) Borrower or any Guarantor becomes insolvent or the subject of any Insolvency Proceeding, or any such party consents to the appointment or taking of possession by a receiver (or similar official) with respect to its business or property, or makes an assignment for the benefit of creditors; provided, however, that any involuntary Insolvency Proceeding shall not be considered an Event of Default hereunder if it is either (i) consented to in writing by Bank, or (ii) dismissed within ninety (90) days of the filing thereof; or

          (e) Borrower or any Guarantor dissolves or liquidates, or any of these events happens to any indemnitor hereunder or under any of the other Loan Documents (if any); or

          (f) An Accelerating Transfer occurs; or

          (g) Any representation or warranty when made or given in any of the Loan Documents proves to be false or misleading in any material respect; or

          (h) A material adverse change in Borrower’s or any Guarantor’s financial condition, or an event or condition materially impairing Borrower’s intended use of the Property, or Borrower’s or any Guarantor’s ability to repay the Loans occurs; or

          (i) Borrower, or any person affiliated with Borrower, fails to meet the conditions of, or fails to perform any obligation under, any other agreement Borrower has with Bank or any affiliate of Bank; or

          (j) Any Guarantor or any person affiliated with any Guarantor fails to meet the conditions of, or fails to perform any obligation under, any other agreement any Guarantor has with Bank or any affiliate of Bank; or

          (k) Borrower defaults under any agreement in connection with any credit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or more that Borrower has obtained from anyone else if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation; or

          (I) Any Guarantor defaults under any agreement in connection with any credit in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or more that Guarantor has obtained from anyone else if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation (each subject to applicable notice and cure periods); or

          (m) Any of the following occurs: (i) a lawsuit is filed against Borrower or any Guarantor where the amount claimed is Four Hundred Thousand and No/100 Dollars ($400,000.00) or more and which (A) is not dismissed within sixty (60) days of the filing thereof, and (B) is not Covered by Insurance, (ii) a judgment or judgments are entered against Borrower or any Guarantor, or (iii) any government authority takes action materially adversely affecting either (A) the construction of the Improvements, (B) Borrower’s intended use of the Property, or (C) Borrower’s ability to repay the Loans; or

          (n) Bank fails to have an enforceable first-priority lien on or first-priority security interest in any property given as security for any Loan (except as otherwise agreed by Bank in writing); or

          (o) Under any of the Loan Documents, a default or an Event of Default (as defined in that document, subject to applicable notice and cure periods) occurs.

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          (p) An Event of Default (as defined in that document, subject to applicable notice and cure periods) occurs under any Guaranty, or any Guaranty becomes unenforceable for any reason, or any Guarantor purports to revoke or terminate its Guaranty; or

          (u) Under any Swap Contract, a default or an Event of Default (as defined in that document, subject to applicable notice and cure periods) of Borrower occurs.

          (v) Borrower has failed to timely deliver to Bank any Compliance Certificate, or fails to maintain the minimum Cash Flow Coverage Ratio required under Section 3.26, or fails to meet the Maximum Loan-to-Value Ratio required under Section 3.14 and fails to timely make a paydown to the Loan as required under that Section; or

          (w) The occurrence of any one or more of the following events with respect to the Borrower, provided such event or events could reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty, or liability (or any combination of the foregoing) which, in the aggregate, could have a material adverse effect on the financial condition of the Borrower with respect to a Plan: (a) a reportable event shall occur with respect to a Plan which is, in the reasonable judgment of the Bank, likely to result in the termination of such Plan for purposes of Title IV of ERISA, or (b) any Plan termination (or commencement of proceedings to terminate a Plan) or the Borrower’s full or partial withdrawal from a Plan.

          (x) Borrower fails to comply with any provision contained in this Agreement, other than those events specifically referred to above and thus set out as separate Events of Default in this Section 6.1.

     6.2 Remedies.

          (a) If an Event of Default occurs under this Agreement, Bank may exercise any right or remedy under any of the Loan Documents or otherwise available at law or in equity, and all of Bank’s rights and remedies are cumulative. If any Event of Default occurs, Bank’s obligation to lend under the Loan Documents automatically terminates, and Bank in its sole and absolute discretion may withhold any one or more disbursements. Bank may also withhold any one or more disbursements after an Unmatured Event of Default occurs and is continuing. By making any Loan disbursement, Bank will not be deemed to have waived any Event of Default unless Bank agrees otherwise in writing in each instance.

          (b) If any Event of Default occurs, Bank shall have the right in its sole and absolute discretion to enter the Property and take possession of it, whether in person, by agent or by court-appointed receiver, collect rents and otherwise protect its collateral and rights under the Loan Documents. If Bank exercises any of the rights or remedies provided in this Section, that exercise shall not make Bank a partner or joint venturer of Borrower. All sums which are expended by Bank in preserving its collateral shall be considered an additional loan to Borrower secured by the Deed of Trust and Security Agreement(s), and any other collateral held by Bank in connection with any Loan, and bearing interest at the Default Rate.

          (c) If Borrower becomes the subject of any Insolvency Proceeding (which, if an involuntary Insolvency Proceeding has not been (i) consented to in writing by Bank, or (ii) dismissed within ninety (90) days of the filing thereof), all of Borrower’s obligations under the Loan Documents automatically become immediately due and payable upon the filing of the petition commencing such proceeding, all without notice of default, presentment or demand for payment, protest, or notice of nonpayment or dishonor, or other notices or demands of any kind or character. Upon the occurrence of any other Event of Default, all of Borrower’s obligations under the Loan Documents may become due and payable immediately without notice of default, presentment, or demand for payment, protest, or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all at Bank’s option,

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exercisable in its sole and absolute discretion. If such acceleration occurs, Bank may apply any undisbursed Loan funds and any sums in the Account to Borrower’s obligations under the Loan Documents, in any order and proportions as Bank may determine in its sole and absolute discretion.

7. Swap Contract. Borrower has elected to purchase from Bank a swap for the Loan, which is governed by a Swap Contract entered into between Bank and Borrower. The Swap Contract is a “Loan Document.” Capitalized terms used here without definition shall have the meanings given to them in the Swap Contract. With respect to the Swap Contract, the following shall apply:

     7.1 Swap Contract. Prior to or concurrently with the closing of the Loans, Borrower is entering into a Swap Contract with Bank. In connection therewith, Borrower and/or Guarantor are executing into certain documents including the following:

          (a) ISDA International Swaps and Derivatives Association, Inc. Master Agreement dated as of October 16, 2005

          (b) Schedule to Master Agreement dated as of October 16, 2005

          (c) Consents to letter agreement regarding cross-collateralization of obligations under ISDA Master Agreement dated as of October 16, 2005

          (d) Continuing Guaranty (Unlimited) (Derivatives) dated as of October 16, 2005

     7.2 Swap Payments; Grant of Security Interest. Under the Swap Contract, Bank or Borrower may be obligated from time to time to make certain payments (“Swap Payments”) to the other party. Each Swap Payment to be made by Bank to Borrower shall be collateral for the Loans. As security for the prompt payment and performance of the Loans, and all obligations and indebtedness of Borrower to Bank under the Loan Documents, and all renewals, extensions, modifications, amendments, and/or supplements thereto, Borrower hereby irrevocably and unconditionally assigns, grants, pledges, transfers, and sets over to Bank, and there is hereby created a security interest in favor of Bank, in and to each Swap Payment due from Bank to Borrower, whether now or hereafter existing, and all proceeds thereof.

     7.3 No Assumption of Borrower’s Obligations. Borrower expressly understands and agrees that Bank does not assume any duties or obligations of Borrower arising out of the Notes, any Swap Contract, or any other Loan Document.

8. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER AND BANK MUTUALLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER AND BANK MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND BANK, AND BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE

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REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

9. Miscellaneous Provisions.

     9.1 No Waiver; Consents. Each waiver by Bank must be in writing, and no waiver may be construed as a continuing waiver. No waiver shall be implied from Bank’s delay in exercising or failure to exercise any right or remedy against Borrower or any security. Bank’s consent to any act or omission by Borrower shall not be construed as a consent to any other or subsequent act or omission or as a waiver of the requirement for Bank’s consent to be obtained in any future or other instance. All Bank’s rights and remedies are cumulative.

     9.2 Standard for Bank Approvals; Purpose and Effect of Bank Approval. Unless a different standard is specifically prescribed, (a) all documents and items submitted to Bank under this Agreement or under the other Loan Documents must be acceptable to Bank in its sole and absolute discretion, and (b) consents and approvals by Bank required under this Agreement or under the other Loan Documents shall be in Bank’s sole and absolute discretion. Bank’s approval of any matter in connection with the Loans is for the sole purpose of protecting Bank’s security and rights. No such approval shall result in a waiver of any default of Borrower. In no event shall Bank’s approval be a representation of any kind with regard to the matter being approved.

     9.3 No Third Parties Benefited. This Agreement is made and entered into for the sole protection and benefit of Bank and Borrower and their permitted successors and assigns. No trust fund is created by this Agreement, and no other persons or entities have any right of action under this Agreement or any right to the Loan funds.

     9.4 Joint and Several Liability. If more than one person or entity executes this Agreement as Borrower, each shall be jointly and severally liable to Bank for the faithful performance of the obligations of Borrower under this Agreement and the other Loan Documents.

     9.5 Notices. All notices given under this Agreement shall be in writing and be given by personal delivery, overnight receipted courier (such as Airborne or Federal Express) or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Notices shall be effective upon the first to occur of receipt, when proper delivery is refused, or the expiration of forty-eight (48) hours after deposit in registered or certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. If more than one person or entity executes this Agreement as Borrower, service of any notice on any one Borrower shall be effective service on all Borrower parties for all purposes.

     9.6 Actions. Bank shall have the right, but not the obligation, to commence, appear in, and defend any action or proceeding that might affect its security or its rights, duties, or liabilities relating to the Loans, the Property, or any of the Loan Documents. Borrower shall pay promptly on demand all of Bank’s out-of-pocket costs, expenses, and reasonable legal fees and expenses of Bank’s counsel incurred in those actions or proceedings.

     9.7 Attorneys’ Fees. In any lawsuit or arbitration arising out of or relating to this Agreement, the Loan Documents, or the Loans, the prevailing party will be entitled to recover from each other party such sums as the court or arbitrator adjudges to be reasonable attorneys’ fees in the action or arbitration, in addition to costs and expenses otherwise allowed by law. In all other actions or proceedings, including any matter arising out of or relating to any Insolvency Proceeding, Borrower agrees to pay all of Bank’s

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costs and expenses, including reasonable attorneys’ fees, incurred in enforcing or protecting Bank’s rights or interests. From the time(s) incurred until paid in full to Bank, all such sums shall bear interest at the Default Rate. Whenever Borrower is obligated to pay or reimburse Bank for any attorneys’ fees, those fees include the allocated costs for services of in-house counsel, to the extent not prohibited by applicable law.

     9.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state where the Property is located, without regard to the choice of law rules of that state, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Borrower consents to the jurisdiction of any Federal or State court within the state where the Property is located, submits to venue in such state, and also consents to service of process by any means authorized by Federal law or the law of such state. Without limiting the generality of the foregoing, Borrower hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) Borrower is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper.

     9.9 Heirs, Successors, and Assigns, Participations. The terms of this Agreement shall bind and benefit the heirs, legal representatives, successors, and assigns of the parties; provided, however, that Borrower may not assign this Agreement or any Loan funds, or assign or delegate any of its rights or obligations, without the prior written consent of Bank in each instance. Bank in its sole and absolute discretion may sell or assign the Loans or participations or other interests in all or part of the Loans on the terms and subject to the conditions of the Loan Documents, all without notice to or the consent of Borrower. Also without notice to or the consent of Borrower, Bank or its affiliates may disclose to any actual or prospective purchaser of any securities issued or to be issued by Bank in connection with the Loans and to any actual or prospective purchaser or assignee of any participation or other interest in the Loans or any other loans made by Bank to Borrower (whether under this Agreement or otherwise), any financial or other information, data or material in Bank’s possession relating to Borrower, the Loans, the Improvements, the Property, the Collateral, or any other collateral held by Bank in connection with any Loan.

     9.10 Relationships With Other Bank Customers. From time to time, Bank may have business relationships with Borrower’s customers, suppliers, contractors, tenants, partners, members, shareholders, officers, or directors, or with businesses offering products or services similar to those of Borrower, or with persons seeking to invest in, borrow from, or lend to Borrower. Borrower agrees that Bank may extend credit to such parties and take any action it deems necessary to collect the credit, regardless of the effect that such extension or collection of credit may have on Borrower’s financial condition or operations. Borrower further agrees that in no event shall Bank be obligated to disclose to Borrower any information concerning any other Bank customer.

     9.11 Disclosure to Title Company. Without notice to or the consent of Borrower, Bank may disclose to any title insurance company insuring any interest of Bank under the Deed of Trust (whether as primary insurer, coinsurer or reinsurer) any information, data, or material in Bank’s possession relating to Borrower, the Loans, the Improvements, or the Property.

     9.12 Improvement District. Borrower shall not consent to, vote in favor of, or directly or indirectly advocate or assist in, the incorporation of any part of the Property into any improvement or community facilities district, special assessment district or other district without Bank’s prior written consent in each instance.

     9.13 Restriction on Personal Property. Except for the replacement of personal property made in the ordinary course of Borrower’s business with items of equal or greater value, Borrower shall

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not sell, convey or otherwise transfer or dispose of its interest in any personal property in which Bank has a security interest, or contract to do any of the foregoing, without the prior written consent of Bank in each instance.

     9.14 Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall in no way affect any other provision. If any court of competent jurisdiction determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents.

     9.15 Interpretation. Whenever the context requires, all words used in the singular shall be construed to have been used in the plural, and vice versa, and each gender shall include any other gender. The captions of the sections of this Agreement are for convenience only and do not define or limit any terms or provisions. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Agreement. Whenever any provision of this Agreement, including any representation, covenant, or Event of Default contained herein, applies to a guarantor, third party pledgor, or any other party to any Loan Document other than Borrower, such provision only applies to such party during the time that such party’s guaranty, pledge, or other Loan Document, as applicable, remains in effect.

     9.16 Amendments. This Agreement may not be modified or amended except by a written except by a written agreement signed by the party against whom enforcement is sought.

     9.17 Counterparts. This Agreement and any attached consents or exhibits requiring signatures may be executed in counterparts, and all counterparts constitute but one and the same document.

     9.18 Language of Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party.

     9.19 Publicity. Borrower hereby agrees that Bank, at its expense, may publicize the financing of the Project and, in connection therewith, may use the address, description and photographs or other illustrative drawings of the Project.

     9.20 Exchange of Information. Borrower agrees that Bank may exchange or disclose financial and other information about Borrower or the Property with or to any of Bank’s affiliates or other related entities.

     9.22 Survival. The representations, warranties, acknowledgments, and agreements set forth herein shall survive the date of this Agreement.

     9.23 Further Performance. Borrower, whenever and as often as they shall be requested by Bank, shall execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered to Bank, such further instruments and documents, and do any and all things as may be reasonably requested, in order to carry out the intent and purpose of this Agreement and the other Loan Documents.

     9.24 Time is of the Essence. Time is of the essence in the performance of this Agreement and the other Loan Documents by Borrower, and each and every term thereof.

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     9.25 Recitals; Exhibits. The Recitals to this Agreement set forth above are true, complete, accurate, and correct, and such recitals are incorporated hereby by reference. The exhibits to this Agreement are incorporated hereby by reference.

     9.26 Loan Commission. Except as otherwise agreed in writing by Bank: (a) Bank shall not be obligated to pay any brokerage commission or fee in connection with or arising out of the Loans, and (b) Borrower shall pay any and all brokerage commissions or fees arising out of or in connection with the Loans.

     9.27 Integration and Relation to Loan Commitment. The Loan Documents (a) integrate all the terms and conditions mentioned in or incidental to this Agreement, (b) supersede all oral negotiations and prior writings with respect to their subject matter, including Bank’s loan commitment to Borrower, and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in the Loan Documents. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail.

(Remainder of page intentionally left blank.
See the following pages for signatories.)

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     IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement as of the date first above written.

“BORROWER”

GO DADDY SOFTWARE , INC., an Arizona corporation		Address for notices to Borrower:
		c/o The Go Daddy Group, Inc.
		14455 North Hayden Road, Suite 219
By:	/s/ Robert R. Parsons	Scottsdale, AZ 85260
	Robert R. Parsons, its President	Attention: General Counsel

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“BANK”
U.S. BANK NATIONAL ASSOCIATION, a national banking association		Address for notices to Bank:
		U.S. Bank National Association
		101 N. 1st Avenue, Suite 1600
By:	/s/ Katherine Scardello	Phoenix, AZ 85003
	Katherine Scardello, Vice President	Attention: Commercial Banking

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EXHIBIT A

Description of Property

That part of the Southeast quarter of Section 9, Township 1 North, Range 3 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as follows:

COMMENCING at the South quarter corner of said Section 9;

thence North 89 degrees 52 minutes 48 seconds East 27.00 feet upon the South line of said Southeast quarter;

thence North 00 degrees 17 minutes 57 seconds West 33.00 feet, parallel with and 27.00 feet Easterly of the West line of said Southeast quarter, to the POINT OF BEGINNING;

thence continue North 00 degrees 17 minutes 57 seconds West 450.00 feet;

thence North 89 degrees 52 minutes 48 seconds East 558.06 feet to a point of non-tangent curve concave to the Northeast, the radius point of said curve bears North 45 degrees 20 seconds 25 minutes East;

thence Southeasterly upon said curve to the left, having a radius of 306.03 feet and a central angle of 20 degrees 30 minutes 51 seconds, an arc distance of 109.57 feet to a point of a compound curve concave to the Northeast;

thence Southeasterly upon said curve to the left, having a radius of 424.44 feet and a central angle of 19 degrees 15 minutes 33 seconds, an arc distance of 142.67 feet to a non-tangent line;

thence North 89 degrees 52 minutes 48 seconds East 500.00 feet;

thence South 00 degrees 00 minutes 00 seconds West 350.16 feet;

thence South 89 degrees 52 minutes 48 seconds West 1281.92 feet parallel with and 33.00 feet Northerly of the South line of said Southeast quarter, to the POINT OF BEGINNING;

EXCEPT that portion lying below a depth of 500 feet measured vertically from the contour of the surface thereof, as reserved in Deed recorded in Docket 8407, page 405; and

EXCEPT all minerals and minerals ores of every kind and character, including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 1689, page 71; and

EXCEPT that portion lying below a depth of 500 feet, measured vertically, from the contour of the surface of said property as reserved in Deed recorded in Recording No. 84-522490; and

EXCEPT all minerals and mineral ores of every kind and character, including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 6336, page 173; and

Exhibit A – Page 1

EXCEPT the title and exclusive right to all of the minerals and mineral ores of every kind and character now known to exist or hereafter discovered upon, within or underlying said land or that may be produced therefrom including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and other hydrocarbon substances and products derived therefrom, as reserved in Deed recorded in Docket 1662, page 20.

Street Address of Property

1202 and 1402 E. Buckeye Road
Phoenix, Arizona

Exhibit A — Page 2

INDEMNITY AGREEMENT
(Borrower)

          This Indemnity Agreement (the “Agreement”) is made as of October 18, 2005, by GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”) in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

          A. Borrower is executing this Agreement to induce Bank to make (1) an acquisition loan (the “Facility 1 Loan”) to GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”) in the principal amount of Seven Million Fifty-Five Thousand and No/100 Dollars ($7,055,000.00) (the “Facility 1 Loan Amount”), and (2) a term loan (the “Facility 2 Loan”) to Borrower in the principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “Facility 2 Loan Amount”). The Facility 1 Loan and the Facility 2 Loan are herein collectively referred to as the “Loans,” each individually a “Loan.” The Loans are being made under a loan agreement (the “Loan Agreement”) between Bank and Borrower dated as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

          B. Borrower is executing a promissory note (the “Facility 1 Note”) payable to Bank evidencing the Facility 1 Loan. Borrower is also executing a promissory note (the “Facility 2 Note”) payable to Bank evidencing the Facility 2 Loan. The Facility 1 Note and the Facility 2 Note collectively constitute the “Notes,” each individually, a “Note.” The Loans are secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering the Land and Improvements and certain other real and personal property, as therein described (collectively, the “Property”). The Note may also be secured by other collateral.

          C. Because Bank is making the Loan and obtaining the Deed of Trust, Bank may potentially become subject to certain costs, risks and liabilities, including ones relating to environmental conditions as an “owner” or “operator” under applicable environmental law. These costs and liabilities may arise before or after repayment of the Loan, and before or after trustee’s sale or judicial foreclosure under the Deed of Trust. Because these costs and liabilities, if they occur, will be the result of Bank’s agreement to make the Loan, and in consideration of that agreement, Bank and Borrower have agreed as set forth below.

Agreement

Definitions: The following capitalized words and terms shall have the following meanings when used in this Agreement.

“ADEQ” means the Arizona Department of Environmental Quality.

“Affiliate of” or “affiliated with” means in control of, controlled by or under common control with.

“Agreement” means this indemnity agreement between Borrower and Bank.

“Bank” means U.S. BANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns.

“Borrower” means the entity described in the introductory paragraph to this Agreement.

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“Borrower’s Indemnity” means, collectively, all of Borrower’s obligations contained in this Agreement, including but not limited to Borrower’s covenants, warranties, and indemnification obligations set forth herein, and all of Borrower’s obligations under each indemnity by Borrower in favor of Bank and/or the Indemnified Parties relating to Hazardous Substances.

“Deed of Trust” means each mortgage, deed of trust, agreement for sale, or other security instrument securing the Loan or any portion thereof Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing dated of even date herewith.

“Default Rate” has the meaning given it in the Note; provided, however, that if a default rate is not used or defined in the Note, “Default Rate” shall mean a per annum interest rate of three percent (3%) in excess of the rate of interest charged from time to time under the Note.

“Existing Environmental Reports” means that certain Phase I Environmental Site Assessment (ESA) and Limited Phase II ESA Three Warehouse Buildings 1202 and 1402 East Buckeye Road Phoenix, Arizona dated August 8, 2005, prepared by Bender Environmental Consulting, Inc.

“GEC” means Geotechnical and Environmental Consultants, Inc.

“Hazardous Substance” means and includes any substance, material, or waste, including asbestos, petroleum, and petroleum products (including crude oil), that is or becomes designated, classified, or regulated as “toxic” or “hazardous” or a “pollutant,” or that is or becomes similarly designated, classified, or regulated, under any federal, state, or local law, regulation, or ordinance, but does not include any such substance that is a customary and ordinary household, cleaning, or office product used on the Property by Borrower or any tenant or agent of Borrower, or customary construction materials used during the course of construction of Improvements on the Property by Borrower or any agent, employee, or contractor of Borrower or Contractor, provided such use is in accordance with applicable hazardous materials laws and regulations.

“Improvements” means all existing and hereafter constructed improvements to the Land.

“Indemnified Costs” means all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bank’s counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property or any other property), or any resulting damages, harm, or injuries to the person or property of any third parties or to any natural resources, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct.

“Indemnified Parties,” means Bank, its parent, subsidiary, and any affiliated companies, any assignees of any of Bank’s interest in the Loan or the Loan Documents, any owners of participation or other interests in the Loan or the Loan Documents, any purchasers of all or any portion of the Property at any foreclosure sale or from Bank or any of its affiliates, and the officers, directors, employees, and agents of each of them (each individually, an “Indemnified Party”).

“Land” means all real property covered under any Deed of Trust.

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“Loan Documents” means this Agreement, the Loan Agreement, the Note, and the Deed of Trust, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan.

“Property” means all Land and Improvements and other real and personal property that is or was at any time encumbered by any Deed of Trust, and which may later include any and all property previously released from it.

1. Indemnity Agreement.

            1.1      Representation and Warranty Regarding Hazardous Substances; Special Environmental Issues and Requirements.

                     (a)      Representation and Warranty Regarding Hazardous Substances. Before signing this Agreement, Borrower researched and inquired into the previous uses and owners of the Property and obtained the Existing Environmental Reports that have been delivered to Bank. Based on that due diligence, Borrower represents and warrants that, except as Borrower has disclosed to Bank in writing the Existing Environmental Reports prior to the execution of this Agreement, to the best of Borrower’s knowledge or belief without duty to investigate, (a) no Hazardous Substance has been disposed of, or released to or from, or otherwise now exists in, on, under, or around, the Property, and (b) no aboveground or underground storage tanks are now or have ever been located on or under the Property.

                     (b)      Special Environmental Issues and Requirements. Based on the Existing Environmental Reports, the following environmental issues have been disclosed and the following requirements for remediation and compliance with laws, regulations, and/or ordinances pertaining to any Hazardous Substance (collectively, the “Compliance Requirements”) are being required by Bank as a material condition and consideration for Bank’s making and continuing the Loan.

                     (i)      Existing Underground Storage Tank. The Existing Environmental Reports indicate the following: (a) a 1,000-gallon underground storage tank (“UST”) was abandoned in-place on the Property in 1970, however, there was no documentation as to its location, (b) no sampling was done and there is a possibility that the UST had leaked. Based on these factors, the following are Bank’s Compliance Requirements with respect to the existing UST: If the abandoned UST is found during any subsequent demolition or grading operations, the UST can be removed to allow soil sampling, or angled borings can be drilled and sampled to evaluate soils under the UST, provided that Borrower shall notify Bank prior to taking any such action and shall comply with all reasonable requirements of Bank with respect to the removal of such UST on the Property.

                     (ii)      Dry Wells. The Existing Environmental Reports indicate the following: (a) a total of 13 dry well features are present at the Property, only 10 of which are permitted through the ADEQ, (b) previous sampling showed that sediments in three dry wells (DW-5, 6, and 7), a catch basin (CB-1), and a seepage pit (SP-1) exceeded ADEQ dry well sediment guidance levels for lead, TPH, and/or benzopyrene, (c) drilling beside and through these features indicated that contaminants had not impacted underlying soils, (d) although dry wells DW-5, DW-6, and DW-7 are now free of sediments, all remaining dry wells, catch basins, and sumps should be cleaned out and the sediments disposed of in accordance with regulations, (e) as part of the cleanout process, dry well construction details should be documented to determine which features are open to underlying soils and should be regulated as dry wells, and which (if any)

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features simply operate as catch basins which discharge to nearby dry wells. Based on these factors, the following are Bank’s Compliance Requirements with respect to the existing dry wells on the Property: If required by ADEQ, Borrower shall obtain permits for the three dry wells not permitted by ADEQ, namely the tie-in wells to dry wells D5, D6 and D7. Borrower shall clean out sediment, as required by the ADEQ, in dry wells DW-2, DW-3, CB-1, CB-4 and the seepage pit, and dispose of sediments in accordance with all laws, rules, and regulations (drywells DW-5, DW-6 and DW-7 have already been cleaned out). Results of the dry well sediment clean out and disposal activities should be promptly forwarded to the ADEQ along with results from previous dry well investigations (i.e. documentation from clean out of DW-5, DW-6 and DW-7), and a copy of all such results shall be promptly delivered to Bank. As part of the clean-out process, dry well construction details should be documented by Borrower to determine which features are open to underlying soils and should be regulated as dry wells, and which (if any) features simply operate as catch basins which discharge to nearby dry wells. It is possible that ADEQ will require further subsurface investigations relative to the dry well features, and if so, Borrower shall promptly notify Bank of all such requirements and shall comply with all requirements of ADEQ.

                     (iii)      Presence of Hydraulic Oil. The Existing Environmental Reports indicate the following: (a) investigations by GEC in 2000 showed the presence of hydraulic oil in soil at the former location of a trash compactor at the northeast corner of Building A, (b) Total Petroleum Hydrocarbons (TPH) concentration of 6,000 mg/kg was found at one foot bgs at the edge of the concrete pad. Based on these factors, the following are Bank’s Compliance Requirements with respect to the presence of hydraulic oil on the Property: Borrower shall prepare a Spill Prevention, Control and Countermeasures (SPCC) Plan to manage potential spills of petroleum products from the diesel generator operated by City Net, which generator contains a 6,500-gallon tank for diesel fuel. All construction details with respect to any fuel storage tank should be promptly submitted to Bank and must be reviewed by Borrower’s engineer and Bank relative to containment requirements. Borrower shall comply with any additional containment requirements of Bank. Unless otherwise sooner required by ADEQ or by any law, rule or regulation, and unless sooner required by Bank, Borrower may comply with these hydraulic oil related Compliance Requirements during Borrower’s demolition or renovation activities with respect to the Property.

                     (iv)      Asbestos Containing Materials and Lead-Based Paint. Asbestos containing materials (“Asbestos Containing Material”) were identified during previous assessments, however, it is not known if any additional asbestos sampling or abatement has occurred subsequent to the sampling conducted by GEC in 2000. Due to the age of the Property, it may currently contain Asbestos Containing Material, and/or paint with more than 0.5 percent lead by dry weight (“Lead-Based Paint”). Borrower acknowledges that the Property is currently, or may in the future be, subject to rules, regulations, laws, or ordinances governing the use or condition of Lead Based Paint and/or Asbestos Containing Material in, on, or around the Property (collectively, the “ACM/LBP Rules and Regulations”). Based on these factors, the following are Bank’s Compliance Requirements with respect to the presence of Asbestos Containing Material and/or Lead-Based Paint in or on the Property: With respect to any Asbestos Containing Materials and Lead-Based Paint which exists or may exist in, on, or around the Property, while any portion of the Loan is outstanding, if Borrower seeks to do any demolition of remodeling to all or any portion of the Property, or otherwise upon the request of Bank, at Borrower’s sole cost and expense, Borrower shall obtain and deliver to Bank an asbestos survey and/or report and a lead based paint survey and/or report (each, a “Survey.” and collectively, the “Surveys”), at Bank’s option and in form and substance acceptable to Bank. Each such Survey, update, or updated Survey shall be conducted by a consultant acceptable to Bank who shall

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determine the condition of the Lead Based Paint and/or Asbestos Containing Material and whether any operations and maintenance plan for Lead-Based Paint and Asbestos Containing Material on the Property (an “O & M Plan”) should be implemented or revised, or any other measures taken to ensure the continued safe condition of the Lead Based Paint and/or Asbestos Containing Material. Borrower shall deliver to Bank a copy of the each such update or updated Survey promptly after Borrower’s receipt thereof, and such shall be subject to Bank’s review and approval in it’s sole and absolute discretion. Borrower shall, at Borrower’s sole cost and expense, follow all recommendations in each Survey, as the same may be amended by subsequent updates or updated Surveys, regarding safety conditions for and maintenance of the Lead-Based Paint or Asbestos Containing Material. Borrower shall certify to Bank in writing, no later than thirty (30) days after Borrower’s receipt of any Survey or update thereto that Borrower has complied with all of the recommendations of the consultant set forth therein. Borrower agrees to maintain the Property in strict compliance with any O & M Plan and all ACM/LBP Rules and Regulations, acknowledges its responsibility to be aware of, and fully versed in, all such ACM/LBP Rules and Regulations in effect during the term of the Loans. Borrower agrees and acknowledges that, for purposes of this Agreement, “Hazardous Substance” includes any and all Lead-Based Paint or Asbestos Containing Material, and that the indemnification of the Indemnified Parties set forth in this Agreement applies to all Indemnified Costs directly or indirectly arising out of, or resulting from, the existence, or the alleged existence, of any Lead-Based Paint or Asbestos Containing Material being present or released in, on, or around any part of the Property.

                     (v)      Spills of Petroleum Products. A hydraulic oil leak at the former trash compactor site was identified by GEC in 2000. Sampling confirmed the presence of elevated concentrations of TPH (Total Petroleum Hydrocarbons). The soil has not been excavated. Based on these factors, the following are Bank’s Compliance Requirements with respect to spills of petroleum products on the Property: A Spill Prevention, Control and Countermeasures Plan (an “SPCC Plan”) should be prepared and implemented to manage potential spills of petroleum products from the diesel generator operated by CityNet. Borrower shall remove visibly impacted soil during demolition or renovation activities, and confirmation soil samples should be collected by a Registered Geologist or PE to illustrate that the full extent of impacted soils has been removed. All construction details with respect to any fuel storage tank should be promptly submitted to Bank and must be reviewed by Borrower’s engineer and Bank relative to containment requirements. Borrower shall comply with any additional containment requirements of Bank. Unless otherwise sooner required by ADEQ or by any law, rule or regulation, and unless sooner required by Bank, Borrower may comply with these petroleum spill-related Compliance Requirements during Borrower’s demolition or renovation activities with respect to the Property.

                     (c)      Compliance. Borrower shall comply with all Compliance Requirements set forth in subsection 1.1(b) above within a reasonable time after the closing of the Loans not to exceed twelve (12) months after the closing of the Loans, or such other time frame as agreed in writing by Bank, and shall thereafter continue such compliance, except that Borrower shall comply with the Compliance Requirements for hydraulic oil, Asbestos Containing Materials and Lead-based Paint and petroleum products set forth in subsection 1.1(b)(iii) (iv) and (v) within the time frames set forth therein. Borrower understands and acknowledges that failure to comply with such Compliance Requirements constitutes an Event of Default hereunder and under the Loan Documents.

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          1.2      Compliance Regarding Hazardous Substances. Borrower has complied, and will comply and use commercially reasonable efforts to cause all tenants and any other persons who may come upon the Property to comply, with all federal, state, and local laws, regulations, and ordinances governing or applicable to Hazardous Substances, including those requiring disclosures to prospective and actual buyers or tenants of all or any portion of the Property. Borrower will not install or allow to be installed any aboveground or underground storage tanks on the Property. Borrower shall comply with the recommendations of any qualified environmental engineer or other expert engaged by Borrower or Bank with respect to the Property.

          1.3      Notices Regarding Hazardous Substances. Borrower shall promptly notify Bank in writing (a) if it knows, suspects, or believes there may be any Hazardous Substance in or around any part of the Property, any improvements constructed on the Property, or the soil, groundwater, or soil vapor on or under the Property, or that Borrower or the Property may be subject to any threatened or pending investigation by any governmental agency under any law, regulation, or ordinance pertaining to any Hazardous Substance, or (b) of any claim made or threatened by any person, other than a governmental agency, against Borrower arising out of, or resulting from, any Hazardous Substance being present or released in, on, or around any part of the Property, any Improvements constructed on the Property or the soil, groundwater or soil vapor on or under the Property.

          1.4      Site Visits, Observations and Testing.

                     (a)      The Indemnified Parties have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, taking, and removing soil or groundwater samples, and conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation, or testing by any Indemnified Party imposes any liability on any Indemnified Party. In no event will any site visit, observation, or testing by any Indemnified Party be a representation that Hazardous Substances are or are not present in, on, or under the Property, or that there has been or will be compliance with any law, regulation, or ordinance pertaining to Hazardous Substances or any other applicable governmental requirement. Neither Borrower nor any other party is entitled to rely on any site visit, observation, or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Borrower or any other party against or to inform Borrower or any other party of any Hazardous Substances or any other adverse condition affecting the Property. Any Indemnified Party will give Borrower reasonable notice before entering the Property. The Indemnified Party will make reasonable efforts to avoid interfering with Borrower’s use of the Property in exercising any rights provided in this Section.

                     (b)      Without limiting the generality of the foregoing, Borrower agrees that the Indemnified Parties have the same right, power, and authority to enter and inspect the Property as a secured lender would have under applicable law and the right to appoint a receiver to enforce this right to enter and inspect the Property to the extent such authority is available under applicable law. Borrower shall pay all costs and expenses incurred by an Indemnified Party in connection with any inspection or testing conducted in accordance with this Section. The results of all investigations conducted and/or reports prepared by or for any Indemnified Party shall at all times remain the property of the Indemnified Party and under no circumstances will any indemnified Party have any obligation whatsoever to disclose or otherwise make available to Borrower or any other party the results or any other information obtained by any of them in connection with the investigations and reports. Notwithstanding the foregoing, the Indemnified Parties hereby reserve the right, and Borrower hereby expressly authorizes any Indemnified Party, to make available to any party (including any governmental agency or authority and any prospective bidder at any foreclosure sale of the Property) any and all environmental reports, whether

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prepared by any Indemnified Party or prepared by Borrower and provided to any Indemnified Party that any Indemnified Party may have with respect to the Property. Borrower consents to the Indemnified Parties’ notifying any party (either as part of a notice of sale or otherwise) of the availability of any or all of the environmental reports and the information contained therein. Borrower acknowledges that the Indemnified Parties cannot control or otherwise assure the truthfulness or accuracy of any environmental report and that the release of any environmental report, or any information contained therein, to prospective bidders at any foreclosure sale of the Property may have a material and adverse effect upon the amount that a party may bid at such sale. Borrower agrees that the Indemnified Parties have no liability whatsoever as a result of delivering any or all of the environmental reports or any information contained therein to any third party, and Borrower hereby releases and forever discharges the Indemnified Parties from any and all claims, damages, or causes of action, arising out of, connected with, or incidental to any environmental report or the delivery thereof. The right of entry and inspection granted pursuant to this Section shall include all rights made available to a secured lender under applicable law, and the right to appoint a receiver to enforce such right of entry and inspection pursuant to this Section shall include the authority given to a secured lender under applicable law.

                     (c)      Notwithstanding anything herein to the contrary, upon Borrower’s request, Bank shall provide Borrower with a copy of any environmental report provided to or prepared for Bank pursuant to this Section subject to the terms and conditions of the release of such environmental report contained herein; provided, however, that Bank shall not be required to provide Borrower with a copy of, or otherwise release, any environmental report if such release (i) is prohibited by any agreement with the preparer of the report or any third party, or (ii) is otherwise prohibited by any applicable law or regulations. Neither Borrower nor any third party may rely on any environmental report released to Borrower for any purpose whatsoever. Borrower understands and acknowledges that all such environmental reports were prepared for Bank’s (and/or another Indemnified Party’s) sole use and benefit, and that by providing any such environmental report, Bank makes no representation or warranties with respect to the content, completeness, or accuracy of any such environmental report, any of its contents, or any other matter. Borrower indemnifies, defends, and holds the Bank harmless for, from, and against any and all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all reasonable consultant, expert and legal fees and expenses of Bank’s counsel), directly or indirectly arising out of or resulting from Borrower’s use of any environmental report provided under this Section or arising from any conditions on, in, or, around the Property not disclosed in any environmental report, but that might or should have been discovered by the inspection and review upon which the environmental report is based. Borrower agrees to maintain any environmental report provided to Borrower by Bank under this Section and the information it contains as confidential and agrees not to disclose the same to any person or entity without Bank’s prior written consent in its sole and absolute discretion.

          1.5      Remedial Work. Borrower shall promptly undertake any and all remedial work in response to any hazardous substances claim or notice to the extent required by any governmental agency involved or as recommended by prudent business practices, if such standard requires a higher degree of remediation, and in all events to minimize any impairment to Bank’s security under the Loan Documents. All remedial work shall be conducted (a) in a diligent and timely fashion by licensed contractors acting under the supervision of a consulting environmental engineer, (b) pursuant to a detailed written plan for the remedial work approved by all public or private agencies or persons with a legal or contractual right to such approval, (c) with insurance coverage pertaining to liabilities arising out of the remedial work as is then customarily maintained with respect to such activities, and (d) only following receipt of any required permits, licenses or approvals. The selection of the remedial work

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contractors and consulting environmental engineer, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to remedial work and the written plan for the remedial work (and any changes thereto) at Bank’s option, is subject to Bank’s prior written approval, which may not be unreasonably withheld or delayed.

          1.6      Secured Obligation. The obligations and rights of the parties under this Agreement are secured by the Deed of Trust until the first to occur of full and final repayment of the Loan or the transfer of title to all or any part of the Property at a foreclosure sale under the Deed of Trust (including a sale pursuant to judicial decree or the power of sale contained in the Deed of Trust or by deed in lieu of such foreclosure). The parties’ obligations and rights under this Agreement continue in full force and effect after the full and final payment of the Loan or any such above-described foreclosure transfer, as the case may be, but (a) in the case of a full and final payment of the Loan, Borrower’s obligations under this Agreement are thereafter limited to the indemnification obligations of Sections 1.7 and 1.8 as to Indemnified Costs arising out of or as a result of events prior to the full and final payment of the Loan, and (b) in the case of a foreclosure transfer described above, the obligations do not include the obligation to reimburse any Indemnified Party for diminution in value of the Property resulting from the presence of Hazardous Substances on the Property before the date of such foreclosure transfer if, and to the extent that, the Indemnified Party recovers on a deficiency judgment including compensation for such diminution in value; provided, however, that nothing in this sentence impairs or limits an Indemnified Party’s right to obtain a judgment in accordance with applicable law for any deficiency in recovery of all obligations that are secured by the Deed of Trust, including the Note.

          1.7      Indemnity Regarding Hazardous Substances. Borrower indemnifies, defends, and holds the Indemnified Parties harmless for, from, and against any and all Indemnified Costs directly or indirectly arising out of, or resulting from, any Hazardous Substance being present or released in, on, or around any part of the Property, or in the soil, groundwater, or soil vapor on or under the Property, including:

                     (a)      any claim for such Indemnified Costs asserted against any Indemnified Party by any federal, state, or local governmental agency, including the United States Environmental Protection Agency, the Arizona Department of Environmental Quality, and any other similar state or local agency in the State of Arizona, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an “owner” or “operator” of the Property under any law relating to Hazardous Substances;

                     (b)      any claim for such Indemnified Costs asserted against any Indemnified Party by any person other than a governmental agency, including (i) any person who may purchase or lease all or any portion of the Property from Borrower, from any Indemnified Party or from any other purchaser or lessee, (ii) any person who may at any time have any interest in all or any portion of the Property, (iii) any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the Property, and (iv) any person claiming to have been injured in any way as a result of exposure to any Hazardous Substance;

                     (c)      any Indemnified Costs incurred by any Indemnified Party as a result of currently existing conditions in, on, or around the Property, whether known or unknown by Borrower or the Indemnified Parties at the time this Agreement is executed, or attributable to the acts or omissions of Borrower, any of Borrower’s tenants, or any other person in, on, or around the Property with the consent or under the direction of Borrower;

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                     (d)      any Indemnified Costs incurred by any Indemnified Party in the exercise by the Indemnified Party of its rights and remedies under this Agreement;

          1.8      Defense of Indemnified Parties. Upon demand by any Indemnified Party pursuant to this Agreement, Borrower shall defend any investigation, action, or proceeding involving any Indemnified Costs that is brought or commenced against any Indemnified Party, whether alone or together with Borrower or any other person, all at Borrower’s own cost and by counsel reasonably approved by the Indemnified Party. In the event the applicable Indemnified Party reasonably determines that Borrower is failing to timely comply with such defense obligations therein, any Indemnified Party may elect to conduct its own defense at Borrower’s expense (such costs and expenses to be commercially reasonable).

2. General Provisions.

          2.1      Events of Default. Bank may declare Borrower to be in default under this Agreement upon the occurrence of any of the following events (“Events of Default”):

                     (a)      Borrower fails to perform any of its obligations under this Agreement, specifically including the Compliance Requirement set forth in Section 1.1 above; or

                     (b)      Borrower revokes this Agreement or this Agreement becomes ineffective for any reason.

          2.2      Remedies Upon Default.

                     (a)      In addition to any other rights or remedies Bank may have under this Agreement or at law or in equity, upon the occurrence of an Event of Default arising under this Agreement, Bank may (i) pursue any remedies available to it under applicable law, and/or (ii) do or cause to be done whatever is necessary to cause the Property to comply with any and all laws, regulations, and ordinances governing or applicable to Hazardous Substances and any other applicable law, rule, regulation, order, or agreement, and the cost thereof will become immediately due and payable upon demand by Bank, and if not paid when due will accrue interest at the Default Rate until paid.

                     (b)      Borrower hereby acknowledges and agrees that any amounts realized by Bank by reason of the following may be applied to pay the obligations secured by the Deed of Trust prior to being applied to pay Borrower’s obligations to reimburse Bank for costs and expenses, including those incurred by Bank in enforcing its rights and remedies under the provisions of this Agreement: (i) any payments made pursuant to any Loan Document (other than payments made to Bank for reimbursement of costs and expenses or for enforcement of its rights and remedies, under the provisions of this Agreement), (ii) any foreclosure of the Deed of Trust or the other documents evidencing or securing the Loan (including any amounts realized by reason of any credit bid in connection with any such foreclosure), (iii) any conveyance in lieu of foreclosure, (iv) any other realization upon any security for the Loan, (v) any recoveries against Borrower personally (except for recoveries against Borrower for reimbursement of costs and expenses or enforcement of Bank’s rights and remedies under this Agreement), and (vi) unless expressly prohibited by law, any recoveries against any person or entity other than Borrower (including any guarantor or any third party indemnitor).

          2.3      Survival of Indemnity. Notwithstanding anything contained in any Loan Document to the contrary, Borrower’s obligations contained in this Agreement, including but not limited to Borrower’s covenants, warranties, and indemnification obligations set forth herein, shall survive the payoff of the

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Loan and/or the transfer of title to all or any part of the Property at a foreclosure sale under the Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Deed of Trust or by deed in lieu of such foreclosure, and shall be considered separate and independent obligations of Borrower to Bank and the Indemnified Parties.

          2.4      Reservation of Other Rights and Remedies. Nothing in this Agreement shall be construed to limit any claim or right which any Indemnified Party may otherwise have at any time against Borrower or any other person arising from any source other than this Agreement, including any claim for fraud, misrepresentation, waste or breach of contract other than this Agreement, and any rights of contribution or indemnity under federal or state environmental law or any other applicable law, regulation or ordinance.

          2.5      No Waiver; Consents; Cumulative Remedies. Each waiver by Bank shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from Bank’s delay in exercising or failure to exercise any right or remedy against Borrower, any guarantor, or any third party indemnitor, or any security. Consent by Bank to any act or omission by Borrower shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for Bank’s consent to be obtained in any future or other instance. All remedies of Bank against Borrower, any guarantor, and any third party indemnitor are cumulative.

          2.6      Heirs, Successors, and Assigns; Participations. The terms of this Agreement shall bind and benefit the heirs, legal representatives, successors, and assigns of Bank and Borrower and inures to the benefit of Bank and its successors, assigns, and indorsees; provided, however, that Borrower may not assign this Agreement, or assign or delegate any of its rights or obligations under this Agreement, without the prior written consent of Bank in each instance. Bank, in its sole and absolute discretion, may sell or assign the Loan or participations or other interests in the Loan and this Agreement, in whole or in part, all without notice to or the consent of Borrower and without affecting Borrower’s obligations under this Agreement. Also without notice to or the consent of Borrower, Bank may disclose any and all information in its possession concerning Borrower, this Agreement and any security for this Agreement to any actual or prospective purchaser of any securities issued or to be issued by Bank, and to any actual or prospective purchaser or assignee of any participation or other interest in the Loan and this Agreement.

          2.7      Notices. All notices given under this Agreement shall be in writing and be given by personal delivery, overnight receipted courier (such as UPS, Airborne, or Federal Express), or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Notices shall be effective upon the first to occur of (a) receipt, (b) when proper delivery is refused, or (c) the expiration of forty-eight (48) hours after deposit in registered or certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. If Borrower consists of more than one party, service of any notice on any one Borrower signing this Agreement shall be effective service on each Borrower for all purposes.

          2.8      Rules of Construction. In this Agreement, the word “Borrower” includes both the named Borrower and any other person who at any time assumes or otherwise becomes primarily liable for all or any part of the obligations of the named Borrower on the Loan. The word “person” includes any individual, company, trust or other legal entity of any kind. If this Agreement is executed by more than one person, the word “Borrower” includes all such persons. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural

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and vice versa. No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Agreement. All headings appearing in this Agreement are for convenience only and shall be disregarded in construing this Agreement.

          2.9      Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the choice of law rules of that state, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Borrower consents to the jurisdiction of any Federal or State court within the State of Arizona, submits to venue in such state, and also consents to service of process by any means authorized by Federal law or the law of such state. Without limiting the generality of the foregoing, Borrower hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) Borrower is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper.

          2.10      Costs and Expenses. Without limiting the generality of the obligation of Borrower to pay the fees and expenses of Bank as provided in this Agreement, if any lawsuit or arbitration is commenced which arises out of, or which relates to this Agreement, the Loan Documents or the Loan, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys’ fees (including allocated costs for services of in-house counsel, to the extent not prohibited by applicable law) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, Borrower agrees to pay all of Bank’s costs and expenses, including attorneys’ fees (including allocated costs for services of Bank’s in-house counsel, to the extent not prohibited by applicable law) which may be incurred in any effort to collect or enforce the Loan or any part of it, or the Loan Obligations, or any term of this Agreement. From the time(s) incurred until paid in full to Bank, all sums shall bear interest at the Default Rate.

          2.11      Enforceability. Borrower acknowledges that Borrower has had adequate opportunity to carefully read this Agreement and to seek and receive legal advice from skilled legal counsel of Borrower’s choice in the area of financial transactions of the type contemplated herein prior to signing it. Borrower hereby acknowledges that: (a) the obligations undertaken by Borrower in this Agreement are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Bank’s consideration for entering into this transaction, Bank has specifically bargained for the waiver and relinquishment by Borrower of all such defenses. Given all of the above, Borrower does hereby represent and confirm to Bank that Borrower is fully informed regarding, and that Borrower does thoroughly understand: (i) the nature of such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Borrower, and (iv) the legal consequences to Borrower of waiving such defenses. Borrower acknowledges that Borrower makes this Agreement with the intent that this Agreement and all of the informed waivers herein shall each and all be fully enforceable by Bank, and that Bank is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

          2.12      Miscellaneous. This Agreement may be executed in counterparts, and all counterparts shall constitute but one and the same document. The illegality or unenforceability of one or more provisions of this Agreement shall not affect any other provision. Time is of the essence in the performance of this Agreement by Borrower. The liability of all persons who are in any manner obligated under this Agreement shall be joint and several.

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          2.13      Integration; Modifications. This Agreement (a) integrates all the terms and conditions mentioned in or incidental to this Agreement, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Borrower and Bank as the final expression of the agreement with respect to the terms and conditions set forth in this Agreement and as the complete and exclusive statement of the terms agreed to by Borrower and Bank. No representation, understanding, promise or condition shall be enforceable against any party hereto unless it is contained in this Agreement. This Agreement may not be modified except in a writing signed by both Bank and Borrower. No course of prior dealing, usage of trade, parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof.

          2.14      Joint and Several Liability. The liability of all persons who are in any manner obligated under this Agreement shall be joint and several. If more than one person or party has executed this Agreement, each such person or party shall be jointly and severally liable.

          2.15      Secured Obligation; Unsecured Obligation. All of the rights of the Indemnified Parties under this Agreement shall be secured by the Deed of Trust until the earliest to occur of:

                     (a)      full and final repayment of the Loan; or

                     (b)      the completion of a judicial or nonjudicial foreclosure sale under the Deed of Trust; or

                     (c)      the acquisition of the Property by Bank or an affiliate of Bank by a conveyance in lieu of foreclosure. After the earliest to occur of (a), (b) or (c) above, the rights of the Indemnified Parties under this Agreement shall no longer be secured by the Deed of Trust, and thereafter a claim for indemnity against Indemnified Costs shall be unsecured.

          Notwithstanding any provision of any other Loan Document, the rights of the Indemnified Parties under this Agreement shall not be affected by any provision of the Loan Documents limiting Bank’s recourse or limiting Borrower’s liability for the Loan.

3.      Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OR OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DISCUSSIONS, DEALINGS, OR ACTIONS OF THE PARTIES TO THIS AGREEMENT OR EITHER OF THEM (WHETHER ORAL OR WRITTEN) WITH RESPECT THERETO, OR TO THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER HEREBY CONSENTS AND AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY A TRIAL COURT WITHOUT A JURY, AND THAT EITHER PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY HEREOF WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE BORROWER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS AGREEMENT AND EACH OTHER DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL

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INDUCEMENT FOR BANK IN MAKING THE LOAN. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

IN WITNESS WHEREOF, the Borrower has executed this Agreement as of the date first above written.

“BORROWER”
GO DADDY SOFTWARE, INC., an Arizona		Address for notices to Borrower:
corporation
		c/o The Go Daddy Group, Inc.
		14455 North Hayden Road, Suite 219
By:	/s/ Robert R. Parsons	Scottsdale, AZ 85260
	Robert R. Parsons, its President	Attention: General Counsel
		Address for notices to Bank:
		U.S. Bank National Association
		101 North First Avenue, Suite 1600
		Phoenix, AZ 85003
		Attention: Commercial Banking

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INDEMNITY AGREEMENT
(Third Party)

          This Indemnity Agreement (the “Agreement”) is made as of October 18, 2005, by THE GO DADDY GROUP, INC., an Arizona corporation (the “Indemnitor”) in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).

          A.      Indemnitor is executing this Guaranty to induce Bank to make (1) an acquisition loan (the “Facility 1 Loan”) to GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”) in the principal amount of Seven Million Fifty-Five Thousand and No/100 Dollars ($7,055,000.00) (the “Facility 1 Loan Amount”), and (2) a term loan (the “Facility 2 Loan”) to Borrower in the principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “Facility 2 Loan Amount”). The Facility 1 Loan and the Facility 2 Loan are herein collectively referred to as the “Loans,” each individually a “Loan.” The Loans are being made under a loan agreement (the “Loan Agreement”) between Bank and Borrower dated as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

          B.      Borrower is executing a promissory note (the “Facility 1 Note”) payable to Bank evidencing the Facility 1 Loan. Borrower is also executing a promissory note (the “Facility 2 Note”) payable to Bank evidencing the Facility 2 Loan. The Facility 1 Note and the Facility 2 Note collectively constitute the “Notes,” each individually, a “Note.” The Loans are secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering the Land and Improvements and certain other real and personal property, as therein described (collectively, the “Property”). The Note may also be secured by other collateral.

          C.      Because Bank is making the Loan and obtaining the Deed of Trust, Bank may potentially become subject to certain costs, risks and liabilities, including ones relating to environmental conditions as an “owner” or “operator” under applicable environmental law. These costs and liabilities may arise before or after repayment of the Loan, and before or after trustee’s sale or judicial foreclosure under the Deed of Trust. Because these costs and liabilities, if they occur, will be the result of Bank’s agreement to make the Loan, and in consideration of that agreement, Bank and Indemnitor have agreed as set forth below.

Agreement

Definitions: The following capitalized words and terms shall have the following meanings when used in this Agreement.

“Affiliate of” or “affiliated with” means in control of, controlled by or under common control with.

“Agreement” means this indemnity agreement between Indemnitor and Bank.

“Bank” means U.S. BANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns.

“Borrower” has the meaning set forth in Recital A above.

“Borrower Indemnity” means that certain Indemnity Agreement of even date herewith executed by Borrower in favor or Bank,

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“Deed of Trust” means each mortgage, deed of trust, agreement for sale, or other security instrument securing the Loan or any portion thereof Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing dated of even date herewith.

“Default Rate” has the meaning given it in the Note; provided, however, that if a default rate is not used or defined in the Note, “Default Rate” shall mean a per annum interest rate of three percent (3%) in excess of the rate of interest charged from time to time under the Note.

“Hazardous Substance” means and includes any substance, material, or waste, including asbestos, petroleum, and petroleum products (including crude oil), that is or becomes designated, classified, or regulated as “toxic” or “hazardous” or a “pollutant,” or that is or becomes similarly designated, classified, or regulated, under any federal, state, or local law, regulation, or ordinance, but does not include any such substance that is a customary and ordinary household, cleaning, or office product used on the Property by Borrower or any tenant or agent of Borrower, or customary construction materials used during the course of construction of Improvements on the Property by Borrower or any agent, employee, or contractor of Borrower or Contractor, provided such use is in accordance with applicable hazardous materials laws and regulations.

“Improvements” means all existing and hereafter constructed improvements to the Land.

“Indemnified Costs” means all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bank’s counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property or any other property), or any resulting damages, harm, or injuries to the person or property of any third parties or to any natural resources, excepting those arising out of, or resulting, solely from the applicable Indemnified Party’s gross negligence or willful misconduct.

“Indemnified Parties,” means Bank, its parent, subsidiary, and any affiliated companies, any assignees of any of Bank’s interest in the Loan or the Loan Documents, any owners of participation or other interests in the Loan or the Loan Documents, any purchasers of all or any portion of the Property at any foreclosure sale or from Bank or any of its affiliates, and the officers, directors, employees, and agents of each of them (each individually, an “Indemnified Party”).

“Indemnitor” means the entity described in the introductory paragraph to this Agreement.

“Land” means all real property covered under any Deed of Trust.

“Loan Documents” means this Agreement, the Loan Agreement, the Note, and the Deed of Trust, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan,

“Loan Obligations” means, collectively, all obligations of Borrower under the Loan Documents.

“Property” means all Land and Improvements and other real and personal property that is or was at any time encumbered by any Deed of Trust, and which may later include any and all property previously released from it.

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1. Indemnity Agreement.

          1.1      Notices Regarding Hazardous Substances. Indemnitor shall promptly notify Bank in writing (a) if it knows, suspects, or believes there may be any Hazardous Substance in or around any part of the Property, any improvements constructed on the Property, or the soil, groundwater, or soil vapor on or under the Property at a level of concentration that results in the Hazardous Substance being subject to regulation, control, removal or restriction by any governmental agency under any law, regulation or ordinance, or that Indemnitor, Borrower, or the Property may be subject to any threatened or pending investigation by any governmental agency under any law, regulation, or ordinance pertaining to any Hazardous Substance, or (b) of any claim made or threatened by any person, other than a governmental agency, against Indemnitor or Borrower arising out of, or resulting from, any Hazardous Substance being present or released in, on, or around any part of the Property, any Improvements constructed on the Property or the soil, groundwater or soil vapor on or under the Property.

          1.2      Site Visits, Observations and Testing. In no event will any site visit, observation, or testing by any Indemnified Party be a representation that Hazardous Substances are or are not present in, on, or under the Property, or that there has been or will be compliance with any law, regulation, or ordinance pertaining to Hazardous Substances or any other applicable governmental requirement. Neither Indemnitor nor any other party is entitled to rely on any site visit, observation, or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Indemnitor, Borrower, or any other party against, or to inform Indemnitor, Borrower, or any other party of, any Hazardous Substances or any other adverse condition affecting the Property.

          1.3      Remedial Work. Indemnitor shall promptly undertake, or cause Borrower to promptly undertake, any and all remedial work in response to any hazardous substances claim or notice to the extent required by any governmental agency involved or as recommended by prudent business practices, if such standard requires a higher degree of remediation, and in all events to minimize any impairment to Bank’s security under the Loan Documents. All remedial work shall be conducted (a) in a diligent and timely fashion by licensed contractors acting under the supervision of a consulting environmental engineer, (b) pursuant to a detailed written plan for the remedial work approved by all public or private agencies or persons with a legal or contractual right to such approval, (c) with insurance coverage pertaining to liabilities arising out of the remedial work as is then customarily maintained with respect to such activities, and (d) only following receipt of any required permits, licenses or approvals. The selection of the remedial work contractors and consulting environmental engineer, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to remedial work and the written plan for the remedial work (and any changes thereto) at Bank’s option, is subject to Bank’s prior written approval, which may not be unreasonably withheld or delayed.

          1.4      Unsecured Recourse Obligation. The rights of the Indemnified Parties under this Agreement are unsecured. Notwithstanding any provision of any of the other Loan Documents, the rights of the Indemnified Parties under this Agreement shall not be affected by any provision of the Loan Documents limiting Bank’s recourse or limiting the liability of Indemnitor, Borrower, or any other party.

          1.5      Indemnity Regarding Hazardous Substances. Indemnitor indemnifies, defends, and holds the Indemnified Parties harmless for, from, and against any and all Indemnified Costs directly or indirectly arising out of, or resulting from, any Hazardous Substance being present or released in, on, or around any part of the Property, or in the soil, groundwater, or soil vapor on or under the Property, including:

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                     (a)      any claim for such Indemnified Costs asserted against any Indemnified Party by any federal, state, or local governmental agency, including the United States Environmental Protection Agency and any similar state agency in which the Property is located, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an “owner” or “operator” of the Property under any law relating to Hazardous Substances;

                     (b)      any claim for such Indemnified Costs asserted against any Indemnified Party by any person other than a governmental agency, including (i) any person who may purchase or lease all or any portion of the Property from Indemnitor, from Borrower, from any Indemnified Party, or from any other purchaser or lessee, (ii) any person who may at any time have any interest in all or any portion of the Property, (iii) any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the Property, and (iv) any person claiming to have been injured in any way as a result of exposure to any Hazardous Substance;

                     (c)      any Indemnified Costs incurred by any Indemnified Party as a result of currently existing conditions in, on, or around the Property, whether known or unknown by Indemnitor, Borrower, or the Indemnified Parties at the time this Agreement is executed, or attributable to the acts or omissions of Indemnitor, Borrower, any of Borrower’s tenants, or any other person in, on, or around the Property with the consent or under the direction of indemnitor or Borrower; and

                     (d)      any Indemnified Costs incurred by any Indemnified Party in the exercise by the Indemnified Party of its rights and remedies under this Agreement;

          1.6      Defense of Indemnified Parties. Upon demand by any Indemnified Party pursuant to this Agreement, Indemnitor shall defend any investigation, action, or proceeding involving any Indemnified Costs that is brought or commenced against any Indemnified Party, whether alone or together with Indemnitor or any other person, all at Indemnitor’s own cost and by counsel reasonably approved by the Indemnified Party. In the event the applicable Indemnified Party reasonably determines that Indemnitor is failing to timely comply with such defense obligations therein, any Indemnified Party may elect to conduct its own defense at Indemnitor’s expense (such costs and expenses to be commercially reasonable).

          1.7      Compliance Requirements. The Compliance Requirements set forth in Section 1.1 of the Borrower’s Indemnity are hereby incorporated by reference. Indemnitor understands and acknowledges that failure to comply with such Compliance Requirements constitutes an Event of Default hereunder and under the Loan Documents.

2. Indemnitor’s Agreements and Waivers.

          2.1      Rights of Bank. Indemnitor authorizes Bank to perform any or all of the following acts at any time in its sole and absolute discretion, all without notice to Indemnitor and without affecting Indemnitor’s obligations under this Agreement:

                     (a)      Bank may alter any terms of the Loan or any part of it, including renewing, compromising, modifying, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Loan or any part of it.

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                     (b)      Bank may take and hold security for the Loan or this Agreement, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.

                     (c)      Bank may direct the order and manner of any sale of all or any part of any security now or later to be held for the Loan or this Agreement, and Bank may also bid at any such sale.

                     (d)      Subject to the terms of the Loan Documents, Bank may apply any payments or recoveries from Borrower, Indemnitor or any other source, and any proceeds of any security, to the Loan Obligations in such manner, order, and priority as Bank may elect, whether or not those obligations are guaranteed by this Agreement or secured at the time of the application.

                     (e)      Bank may release Borrower of its liability for the Loan, the Loan Obligations, or any portion thereof.

                     (f)      Bank may substitute, add or release any one or more guarantors, indemnitors, or endorsers.

                     (g)      In addition to the Loan, Bank may extend other credit to Borrower, and may take and hold security for the credit so extended, all without affecting Indemnitor’s liability under this Agreement.

          2.2      Agreement to be Absolute; No Deductions. Indemnitor expressly agrees that until (i) this Agreement is released or terminated pursuant to the terms hereof, or (ii) the Loan Obligations are paid in full, and each and every term, covenant, and condition of this Agreement is fully performed, Indemnitor shall not be released by or because of:

                     (a)      Any act or event which might otherwise discharge, reduce, limit, or modify Indemnitor’s obligations under this Agreement;

                     (b)      Any waiver, extension, modification, forbearance, delay or other act or omission of Bank, or its failure to proceed promptly or otherwise as against Borrower, Indemnitor, any guarantor, or any security;

                     (c)      Any action, omission or circumstance which might increase the likelihood that Indemnitor may be called upon to perform under this Agreement or which might affect the rights or remedies of Indemnitor as against Borrower; or

                     (d)      Any action of Bank described in Section 2.1 above.

Indemnitor hereby expressly waives and surrenders any defense to any liability under this Agreement based upon any of such acts, omissions, agreements, waivers or matters. It is the purpose and express intent of Indemnitor that Indemnitor’s obligations under this Agreement are and shall be absolute, unconditional, and irrevocable. All payments by Indemnitor hereunder shall be paid in full without setoff, counterclaim, or deduction.

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          2.3      Indemnitor’s Waivers. Except as may be prohibited by applicable law, Indemnitor waives:

                     (a)      All statutes of limitations as a defense to any action or proceeding brought against Indemnitor by Bank pursuant to this Agreement;

                     (b)      Any right it may have to require Bank to proceed against Borrower, any guarantor, or any other indemnitor, proceed against or exhaust any security held from Borrower, or pursue any other remedy in Bank’s power to pursue, and any defense based on any homestead exemption or other exemption under applicable law, whether available to Borrower or Indemnitor;

                     (c)      Any defense based on any limitation of liability or recourse in any other Loan Document or arising under law or any claim that Indemnitor’s obligations exceed or are more burdensome than those of Borrower;

                     (d)      Any defense based on (i) any legal disability of Borrower, (ii) any release, discharge, modification, impairment or limitation of the liability of Borrower to Bank from any cause, whether consented to by Bank or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, including any proceeding under the Bankruptcy Reform Act of 1978, as amended or recodified (the “Bankruptcy Code”), or under any other present or future state or federal law regarding bankruptcy, reorganization or other relief to debtors (collectively, “Debtor Relief Laws”) (any such proceeding referred to as an “Insolvency Proceeding”), or (iii) any rejection or disaffirmance of the Loan, or any part of it, or any security held for it, in any such Insolvency Proceeding;

                     (e)      Any defense based on any action taken or omitted by Bank in any Insolvency Proceeding involving Borrower, including any election to have Bank’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Bank to Borrower in any Insolvency Proceeding, and the taking and holding by Bank of any security for any such extension of credit;

                     (f)      All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of intention to accelerate, notices of acceleration, notices of any suit or any other action against Borrower or any other person, notices of default, notices of dishonor, notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind except for any demand or notice by Bank to Indemnitor expressly provided for elsewhere in this Agreement;

                     (g)      Any defense based on or arising out of any defense that Borrower may have to the payment or performance of the Loan Obligations or any part of them;

                     (h)      Any defense based on any lack of authority of the officers, directors, partners, members or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower; and

                     (i)      Any defense based on or arising out of any action of Bank described in Section 2.1 or Section 2.2 above.

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          2.4      Waivers of Subrogation and Other Rights and Defenses.

                     (a)      Upon a default by Borrower under the Loan Documents, Bank, in its sole and absolute discretion, without prior notice to or consent of Indemnitor, may elect to: (i) foreclose either judicially or nonjudicially (as allowed by applicable law) against any real or personal property security it may hold for the Loan; (ii) accept a transfer of any such security in lieu of foreclosure; (iii) compromise or adjust the Loan or any part of it or make any other accommodation with Borrower or Indemnitor; or (iv) exercise any other remedy available against Borrower or any security. No such action by Bank shall release or limit the liability of Indemnitor, who shall remain liable under this Agreement after the action, even if the effect of the action is to deprive Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Bank, whether contractual or arising by operation of law or otherwise. Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loan.

                     (b)      Regardless of whether Indemnitor may have made any payments to Bank, Indemnitor hereby waives: (i) all rights of subrogation, indemnification, contribution, and any other rights to collect reimbursement from Borrower or any other party for any sums paid to Bank, whether contractual or arising by operation of law (including, without limitation, under any provisions of the Bankruptcy Code, or any successor or similar statutes) or otherwise; (ii) all rights to enforce any remedy that Bank may have against Borrower; and (iii) all rights to participate in any security now or later to be held by Bank for the Loan. Indemnitor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification, and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnification, and contribution Indemnitor may have against Borrower or against any collateral or security, shall be junior and subordinate to any rights Bank may have against Borrower, and to all right, title and interest Bank may have in any such collateral or security. If any amount shall be paid to Indemnitor on account of any such subrogation, reimbursement, indemnification, or contribution rights at any time when all obligations under the Loan have not been paid in full, such amount shall be held in trust for Bank and shall forthwith be paid over to Bank to be credited and applied against the Loan, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Indemnitor contained in this Section shall be effective until the Loan Obligations have been paid in full, and are made for the benefit of Bank, Borrower, and any other person against whom Indemnitor shall at any time have any rights of subrogation, reimbursement, indemnification, or contribution with respect to Indemnitor’s obligations under this Agreement.

                     (c)      Indemnitor understands and acknowledges that if Bank forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that Indemnitor may have to seek reimbursement, contribution, or indemnification from Borrower or others based on any right Indemnitor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Agreement. Indemnitor further understands and acknowledges that in the absence of this Section, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Agreement. By executing this Agreement, Indemnitor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Indemnitor shall be fully liable under this Agreement even though Bank may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) agrees that Indemnitor shall not assert that defense in any action or proceeding which Bank may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Indemnitor under this Agreement include any right or defense that Indemnitor may have or be entitled to assert

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based upon or arising out of any one-action, anti-deficiency, reimbursement, or other borrower or guarantor protective statute (including, without limitation, any defense that any exercise by Bank of any right or remedy hereunder or under the Loan Documents violates, or would, in combination with the previous or subsequent exercise by Indemnitor of any rights of subrogation, reimbursement, contribution, or indemnification against Borrower or any other person, directly or indirectly result in, or be deemed to be, a violation of, any of such statutory provisions); and (iv) acknowledges and agrees that Bank is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Bank is receiving for making the Loan.

                     (d)      Indemnitor waives any rights and defenses that are or may become available to Indemnitor by reason of any statute governing guarantees or suretyship.

                     (e)      Indemnitor waives all rights and defenses that Indemnitor may have because ‘Borrower’s Loan is secured by real or personal property including any homestead exemption or other exemptions under applicable law. This means, among other things:

                     (i)      Bank may collect from Indemnitor without first foreclosing on any real or personal property collateral pledged by Borrower.

                     (ii)      If Bank forecloses on any real property collateral pledged by Borrower:

                               (1)      The amount of the Loan may be reduced only by the net price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

                               (2)      Bank may collect from Indemnitor even if Bank, by foreclosing on the real property collateral, has destroyed any ability Indemnitor may have to collect from Borrower.

          This subsection is an unconditional and irrevocable waiver of any rights and defenses Indemnitor may have because Borrower’s Loan is secured by real property.

                     (f)      Indemnitor waives any right or defense it may have at law or in equity.

                     (g)      Indemnitor waives any right or defense it may have at law or in equity, which may provide, among other things: that a creditor must file a complaint for deficiency within a specified period of time after a nonjudicial foreclosure sale or judicial foreclosure sale, as applicable; that a fair market value hearing must be held; and that the amount of the deficiency judgment shall be limited to the amount by which the unpaid debt exceeds the fair market value of the security, but not more than the amount by which the unpaid debt exceeds the sale price of the security.

     (h)      No provision or waiver in this Agreement shall be construed as limiting the generality of any other provision or waiver contained in this Agreement.

     (i)      Indemnitor agrees that the payment or performance of any act which tolls any statute of limitations applicable to the Loan Documents shall similarly operate to toll the statute of limitations applicable to Indemnitor’s liability hereunder.

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          2.5      Revival and Reinstatement. If all or any portion of the Loan Obligations, or the obligations of Indemnitor hereunder, are paid by or on behalf of Indemnitor or Borrower, the obligations of Indemnitor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment is avoided or recovered directly or indirectly from Bank as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or under any other Debtor Relief Law or other similar laws, regardless of (a) any notice of revocation given by Indemnitor prior to such avoidance or recovery, or (b) full payment and performance of all of Loan Obligations. If Bank is required to pay, return, or restore to Indemnitor, Borrower, or any other person any amounts previously paid on any of the Loan Obligations, or which satisfied in whole or in part the obligations of Indemnitor hereunder, because of any Insolvency Proceeding of Indemnitor, Borrower, or any other reason, the obligations of Indemnitor shall be reinstated and revived and the rights of Bank shall continue with regard to such amounts, all as though they had never been paid.

          2.6      Information Regarding Borrower and the Property. Before signing this Agreement, Indemnitor investigated the financial condition and business operations of Borrower, the present and former condition, uses and ownership of the Property, and such other matters as Indemnitor deemed appropriate to assure itself of Borrower’s ability to discharge its obligations under the Loan Documents. Indemnitor assumes full responsibility for that due diligence, as well as for keeping informed of all matters that may affect Borrower’s ability to pay and perform its obligations to Bank. Bank has no duty to disclose to Indemnitor any information which Bank may have or receive about Borrower’s financial condition or business operations, the condition or uses of the Property, or any other circumstances bearing on Borrower’s ability to perform.

          2.7      Financial and Other Information of Indemnitor. Indemnitor shall keep true and correct financial books and records, using generally accepted accounting principles consistently applied, or such other accounting principles as Bank in its reasonable judgment may find acceptable from time to time. Indemnitor shall provide to Bank the following:

                     (a)      Within one hundred twenty (120) days of each Indemnitor’s fiscal year end, such Indemnitor’s annual financial statements. These financial statements shall be unqualified and audited by a Certified Public Accountant acceptable to Bank. These financial statements shall be prepared on a consolidated basis.

                     (b)      Not later than forty-five (45) days after the end of each of Indemnitor’s fiscal quarters, Indemnitor’s interim quarterly financial statements. These financial statements may be prepared by Indemnitor if certified to be true and correct by Indemnitor.

                     (c)      Promptly upon the request of Bank, signed copies of Indemnitor’s tax returns, including all extensions and all supporting schedules (including K-1’s or their equivalent).

                     (d)      Promptly upon the request of Bank, such other information as Bank may reasonably request concerning the affairs and properties of Indemnitor.

          2.8      Representations, Warranties, and Covenants of Indemnitor. Indemnitor hereby represents, warrants, and covenants that:

                     (a)      This Agreement is duly authorized and valid, and is binding upon and enforceable against Indemnitor.

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                     (b)      Indemnitor will derive a material and substantial benefit, directly or indirectly, from the making by Bank of the Loan to Borrower and from the making of this Agreement by Indemnitor.

                     (c)      All financial statements were or shall be prepared in accordance with generally accepted accounting principles, or such other accounting principles as may be acceptable to Bank at the time of their preparation, consistently applied, and in compliance with all applicable government regulations, and do or shall fully and accurately present the condition (financial or otherwise) of Indemnitor, including all contingent liabilities, as of their dates, and the results of Indemnitor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Indemnitor furnished to Bank. No material adverse change has occurred in the financial condition of Indemnitor, nor, except as previously disclosed in writing to Bank, has Indemnitor incurred any material liability, direct or indirect, fixed or contingent.

                     (d)      To the best of Indemnitor’s knowledge or belief without duty to investigate, there are no claims, actions, proceedings or investigations pending against Indemnitor except for those previously disclosed by Indemnitor to Bank in writing. To the best of Indemnitor’s knowledge and belief without duty to investigate, there has been no threat of any such claim, action, proceeding or investigation, except for those previously disclosed by Indemnitor to Bank in writing.

                     (e)      To the best of Indemnitor’s knowledge or belief without duty to investigate Indemnitor is not, and the execution, delivery and performance by Indemnitor of this Agreement will not cause Indemnitor to be, in violation of or in default with respect to any law or in default, or at risk of acceleration of indebtedness, under any agreement or restriction by which Indemnitor is bound or affected. No provision or obligation of Indemnitor contained in this Agreement violates any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency. No consent, approval or authorization of or notice to any person or entity is required in connection with ‘Indemnitor’s execution of and obligations under this Agreement.

                     (f)      To the best of Indemnitor’s knowledge or belief without duty to investigate, there is no litigation pending or, to the knowledge of Indemnitor, threatened before or by any tribunal against or affecting Indemnitor.

                     (g)      After giving effect to this Agreement, Indemnitor is solvent, is not engaged or about to engage in business or a transaction for which the property of Indemnitor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to-pay as such debts mature.

                     (h)      Indemnitor acknowledges that Bank has no duty at any time to investigate or inform Indemnitor of the financial or business condition or affairs of Borrower or any change therein, and Indemnitor will keep fully apprised of ‘Borrower’s financial and business condition.

                     (i)      Indemnitor acknowledges and agrees that Indemnitor may be required to pay or perform its obligations hereunder without assistance or support from Borrower or any other entity or person.

                     (j)      Indemnitor will indemnify, defend, and hold Bank harmless for, from, and against any loss, cost or expense as a result of any representation or warranty of the Indemnitor being false, incorrect, incomplete or misleading in any material respect.

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                     (k)      Indemnitor will not enter into any consolidation, merger, or other combination unless Indemnitor is the surviving business entity. Further, Indemnitor shall not change its legal structure unless Indemnitor obtains ‘Bank’s prior written consent and ‘Indemnitor’s obligations hereunder are assumed by the new business entity.

Indemnitor’s representations, warranties, and covenants are a material inducement to Bank to enter into the Loan, and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Indemnitor, any other party, or any security for all or any part of the Loan Obligations.

3. General Provisions.

          3.1      Events of Default. Bank may declare Indemnitor to be in default under this Agreement upon the occurrence of any of the following events (“Events of Default”):

                     (a)      Indemnitor fails to perform any of its obligations under this Agreement; or

                     (b)      Indemnitor revokes this Agreement or this Agreement becomes ineffective for any reason.

          3.2      Remedies Upon Default. In addition to any other rights or remedies Bank may have under this Agreement or at law or in equity, upon the occurrence of an Event of Default arising under this Agreement, Bank may (i) pursue any remedies available to it under applicable law, and/or (ii) do or cause to be done whatever is necessary to cause the Property to comply with any and all laws, regulations, and ordinances governing or applicable to Hazardous Substances and any other applicable law, rule, regulation, order, or agreement, and the cost thereof will become immediately due and payable upon demand by Bank, and if not paid when due will accrue interest at the Default Rate until paid.

          3.3      Survival of Indemnity. Notwithstanding anything contained in any Loan Document to the contrary, Indemnitor’s obligations contained in this Agreement, including but not limited to Indemnitor’s covenants, warranties, and indemnification obligations set forth herein, shall survive the payoff of the Loan and/or the transfer of title to all or any part of the Property at a foreclosure sale under the Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Deed of Trust or by deed in lieu of such foreclosure, and shall be considered separate and independent obligations of Indemnitor to Bank and the Indemnified Parties.

          3.4      Reservation of Other Rights and Remedies. Nothing in this Agreement shall be construed to limit any claim or right which any Indemnified Party may otherwise have at any time against Indemnitor, Borrower, or any other person arising from any source other than this Agreement, including any claim for fraud, misrepresentation, waste or breach of contract other than this Agreement, and any rights of contribution or indemnity under federal or state environmental law or any other applicable law, regulation or ordinance.

          3.5      No Waiver; Consents; Cumulative Remedies. Each waiver by Bank shall be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from Bank’s delay in exercising or failure to exercise any right or remedy against Indemnitor, Borrower, any guarantor, or any other third party indemnitor, or any security. Consent by Bank to any act or omission by Indemnitor or Borrower shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for Bank’s consent to be obtained in any future or other instance. All remedies of Bank against Indemnitor, Borrower, any guarantor, and any third party indemnitor are cumulative.

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     3.6 Heirs, Successors, and Assigns; Participations. The terms of this Agreement shall bind and benefit the heirs, legal representatives, successors, and assigns of Bank and Indemnitor and inures to the benefit of Bank and its successors, assigns, and indorsees; provided, however, that Indemnitor may not assign this Agreement, or assign or delegate any of its rights or obligations under this Agreement, without the prior written consent of Bank in each instance. Bank, in its sole and absolute discretion, may sell or assign the Loan or participations or other interests in the Loan and this Agreement, in whole or in part, all without notice to or the consent of Indemnitor and without affecting Indemnitor’s obligations under this Agreement. Also without notice to or the consent of Indemnitor, Bank may disclose any and all information in its possession concerning Indemnitor, this Agreement and any security for this Agreement to any actual or prospective purchaser of any securities issued or to be issued by Bank in connection with the Loans, and to any actual or prospective purchaser or assignee of any participation or other interest in the Loan and this Agreement.

     3.7 Notices. All notices given under this Agreement shall be in writing and be given by personal delivery, overnight receipted courier (such as Airborne or Federal Express), or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Notices shall be effective upon the first to occur of (a) receipt, (b) when proper delivery is refused, or (c) the expiration of forty-eight (48) hours after deposit in registered or certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. If Indemnitor consists of more than one party, service of any notice on any one Indemnitor signing this Agreement shall be effective service on each Indemnitor for all purposes.

     3.8 Rules of Construction. In this Agreement, the word “Indemnitor” includes both the named Indemnitor and any other person who at any time assumes or otherwise becomes primarily liable for all or any part of the obligations of the named Indemnitor under this Agreement. The word “person” includes any individual, company, trust or other legal entity of any kind. If this Agreement is executed by more than one person, the word “Indemnitor” includes all such persons. The word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.” When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa. No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Agreement. All headings appearing in this Agreement are for convenience only and shall be disregarded in construing this Agreement.

     3.9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the choice of law rules of that state, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Indemnitor and all persons and entities in any manner obligated to Bank under this Agreement (a) consent to the jurisdiction of any Federal or State Court within the State of Arizona, (b) submit to venue in such state, and (c) consent to service of process by any means authorized by Federal law or the law of such state. Without limiting the generality of the foregoing, Indemnitor hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) any Indemnitor is not subject to the jurisdiction of the courts of the State of Arizona or the United States District Court for such state; (ii) that such suit, action, or proceeding is brought in an inconvenient forum; or (iii) that the venue of such suit, action, or proceeding is improper.

     3.10 Costs and Expenses. Without limiting the generality of the obligation of Indemnitor to pay the fees and expenses of Bank as provided in this Agreement, if any lawsuit or arbitration is commenced which arises out of, or which relates to this Agreement, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable

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attorneys’ fees (including allocated costs for services of in-house counsel, to the extent not prohibited by applicable law) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, Indemnitor agrees to pay all of Bank’s costs and expenses, including attorneys’ fees (including allocated costs for services of Bank’s in-house counsel, to the extent not prohibited by applicable law) which may be incurred in any effort to collect or enforce any term of or obligation under this Agreement. From the time(s) incurred until paid in full to Bank, all sums shall bear interest at the Default Rate.

     3.11 Enforceability. Indemnitor acknowledges that Indemnitor has had adequate opportunity to carefully read this Agreement and to seek and receive legal advice from skilled legal counsel of ‘Indemnitor’s choice in the area of financial transactions of the type contemplated herein prior to signing it. Indemnitor hereby acknowledges that: (a) the obligations undertaken by Indemnitor in this Agreement are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Bank’s consideration for entering into this transaction, Bank has specifically bargained for the waiver and relinquishment by Indemnitor of all such defenses. Given all of the above, Indemnitor does hereby represent and confirm to Bank that Indemnitor is fully informed regarding, and that Indemnitor does thoroughly understand: (i) the nature of such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon Indemnitor, and (iv) the legal consequences to Indemnitor of waiving such defenses. Indemnitor acknowledges that Indemnitor makes this Agreement with the intent that this Agreement and all of the informed waivers herein shall each and all be fully enforceable by Bank, and that Bank is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof.

     3.12 Consideration. Indemnitor acknowledges that it expects to benefit from Bank’s extension of the Loan to Borrower because of its relationship to Borrower, and that it is executing this Agreement in consideration of that anticipated benefit.

     3.13 Exchange of Information. Indemnitor agrees that Bank may exchange or disclose financial and other information about Indemnitor with or to any of Bank’s affiliates or other related entities.

     3.14 Miscellaneous. This Agreement may be executed in counterparts, and all counterparts shall constitute but one and the same document. The illegality or unenforceability of one or more provisions of this Agreement shall not affect any other provision. Time is of the essence in the performance of this Agreement by Indemnitor. The liability of all persons who are in any manner obligated under this Agreement shall be joint and several.

     3.15 Integration; Modifications. This Agreement (a) integrates all the terms and conditions mentioned in or incidental to this Agreement, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Indemnitor and Bank as the final expression of the agreement with respect to the terms and conditions set forth in this Agreement and as the complete and exclusive statement of the terms agreed to by Indemnitor and Bank. No representation, understanding, promise or condition shall be enforceable against any party hereto unless it is contained in this Agreement. This Agreement may not be modified except in a writing signed by both Bank and Indemnitor. No course of prior dealing, usage of trade, parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof.

     4. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, INDEMNITOR WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH

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INDEMNITOR AND BANK MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY INDEMNITOR, AND INDEMNITOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. INDEMNITOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN SIGNING THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

IN WITNESS WHEREOF, the Indemnitor has executed this Agreement as of the date first above written.

“INDEMNITOR”

THE GO DADDY GROUP, INC., an Arizona corporation		Address for notices to Borrower:
By:	/s/ Robert R. Parsons Robert R. Parsons, its President	The Go Daddy Group, Inc. 14455 North Hayden Road, Suite 219 Scottsdale, AZ 85260 Attention: General Counsel
		Address for notices to Bank:
		U.S. Bank National Association 101 North First Avenue, Suite 1600 Phoenix, AZ 85003 Attention: Commercial Banking

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EX-10.16

Exhibit 10.16

PROMISSORY NOTE SECURED BY DEED OF TRUST
(Facility 1 — Acquisition Loan)

$7,055,000.00 October 18, 2005 Phoenix, Arizona

1. Borrower’s Promise To Pay.

     FOR VALUE RECEIVED, GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), at 101 N. First Avenue, Suite 1600, Phoenix, Arizona 85003, Attention: Commercial Banking, or at such other place as the holder of this Note may from time to time designate, the principal sum of Seven Million Fifty-Five Thousand and No/100 Dollars ($7,055,000.00) (“Maximum Loan Amount”), or such lesser amount as may be advanced and outstanding under this promissory note (the “Note”), plus interest as specified in this Note. Bank shall not be required to make any advance if that would cause the outstanding principal of this Note to exceed the Maximum Loan Amount. This Note evidences a acquisition loan (the “Loan”) made by Bank to Borrower pursuant to the terms of a loan agreement (the “Loan Agreement”) between Bank and Borrower of even date herewith.

     This Note is secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering certain real and personal property, as therein described (the “Property”). It is also be secured by other collateral. This Note, the Deed of Trust, and the Loan Agreement, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan collectively constitute the “Loan Documents.” Some or all of the Loan Documents, including the Loan Agreement, contain provisions for the acceleration of the maturity of this Note. This Note is subject to the terms and conditions of the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

2. Maturity Date.All principal and all accrued and unpaid interest and other sums due hereunder shall be due and payable on October 18, 2010 (the “Maturity Date”).

3. Interest Rate and Payment Terms.

     3.1 Interest Rate. Interest on each advance hereunder shall accrue at an annual rate equal to two and one-tenth of one percent (2.10%) plus the one-month LIBOR rate quoted by Bank from Telerate Page 3750 or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the beginning of each calendar month, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate to be reset at the beginning of each succeeding month. The term “New York Banking Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York. If the initial advance under this Note occurs other than on the first day of the month, the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two New York Banking Days prior to the date of the initial advance, which rate plus the percentage described above shall be in effect for the remaining days of the month of the initial advance; such one-month LIBOR rate to be reset at the beginning of each succeeding month. Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

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     3.2 Separate Principal Plus Interest Payments.

          (a) Interest Payments. Interest is payable beginning December 1, 2005, and on the same date of each CONSECUTIVE month thereafter (except that if a given month does not have such a date, the last day of such month), plus a final interest payment with the final payment of principal.

          (b) Principal Payments. Principal is payable in installments, each in the amounts set forth in Exhibit A attached hereto, beginning December 1, 2005, and on the same date of each CONSECUTIVE month thereafter (except that if a given month does not have such a date, the last day of such month), plus a final payment equal to all unpaid principal on October 18, 2010, the Maturity Date.

     3.3 Principal Prepayments. Borrower may prepay some or all of the principal under this Note, from time to time, without payment of any prepayment premium or fee.

4. General Interest Rate and Payment Terms.

     4.1 Note Rate. The interest rate in effect from time to time under this note is herein referred to as the “Note Rate.”

     4.2 Effective Contracted Rate. Borrower agrees to pay an effective contracted for rate of interest equal to the rate of interest resulting from all interest payable as provided in this Note plus the additional rate of interest resulting from (a) any loan fee(s) or other similar fees described or defined in the Loan Documents, and (b) all Other Sums. For purposes hereof, the “Other Sums” shall mean all fees, charges, goods, things in action, or any other sums or things of value (other than interest payable as provided in this Note and any loan fee) paid or payable by Borrower, whether pursuant to this Note, any of the other Loan Documents, or any other document or instrument in any way pertaining to this lending transaction, that may be deemed to be interest for the purpose of any law of the State of Arizona, or any other applicable law, that may limit the maximum amount of interest to be charged with respect to this lending transaction. The Other Sums shall be deemed to be interest and part of the “contracted for rate of interest” for the purposes of any such law only.

     4.3 Usury Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Bank to contract for, charge, take, reserve, or receive greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents. If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount charged, taken, reserved, or received with respect to the Loan, or if Bank’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower, results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Bank’s express intent that all such excess amounts theretofore collected by Bank shall be credited to the principal balance of this Note and all other indebtedness, and that the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Bank for the use, forbearance, or detention of the Loan shall, to the extent not prohibited by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

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     4.4 Calculation of Interest. Interest will be computed for the actual days elapsed on the basis of a three hundred sixty (360) day year, which results in more interest than if a three hundred sixty—five (365) day year method were used.

     4.5 Payments. Except as otherwise provided herein, all amounts payable under this Note are payable in lawful money of the United States during normal business hours on a Banking Day. Checks and drafts constitute payment only when collected. All payments made under this Note shall be made without offset, demand, counter-claim, deduction or recoupment (each of which is hereby waived), and acceptance by Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not constitute a waiver by Bank of any Event of Default. Except as otherwise set forth herein or in any other Loan Document, payments shall be applied in such order and manner as Bank may determine in its sole and absolute discretion.

5. Late Payments; Default Rate

     5.1 Late Charge for Overdue Payments. If Bank has not received the full amount of any payment scheduled to be made under this Note, other than the final principal payment, by the end of ten (10) calendar days after the date it is due, Borrower shall pay a late charge to Bank in the amount of five percent (5%) of the overdue payment; provided, however, in no event shall any late charge be payable hereunder without Bank first having provided Borrower with any notice required by applicable law. Borrower shall pay this late charge only once on any late payment. This late charge shall not be construed as in any way extending the due date of any payment, and is in addition to, and not in lieu of, any other remedy Bank may have.

     5.2 Default Rate. Upon the occurrence of any Event of Default (subject to any applicable notice and cure periods), the unpaid balance of the Loan shall bear interest at the rate which is three percent (3%) above the then applicable Note Rate as it may thereafter change pursuant to the terms of this Note (the “Default Rate”). Additionally, from and after the Maturity Date, or such earlier date as all sums owing on this Note become due and payable by acceleration or otherwise, the Loan shall bear interest at the Default Rate. Accrued interest, at the Note Rate, if not paid when due, shall accrue interest at the Default Rate, as hereinabove provided, which may result in compounding of interest. Except as otherwise set forth herein or in any other Loan Document, payments under this Note or under any other Loan Document that are due on demand, shall bear interest at the Default Rate (i) from the date costs or expenses are incurred by Bank that give rise to the demand or (ii) if there is no such date, then from the date of demand, until Borrower pays the full amount of such payment, including interest.

6. Events of Default. If any of the following “Events of Default” occur, any obligation of the holder to make advances under this Note terminates and, at the holder’s option, exercisable in its sole and absolute discretion, all sums of principal and interest under this note immediately become due and payable without notice of default, presentment, demand for payment, protest, or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

     6.1 Borrower fails to perform any obligation under this Note to pay principal or interest and does not cure that failure within ten (10) days after the date when due; or

     6.2 Borrower fails to perform any other obligation under this Note to pay money, and does not cure that failure within ten (10) days after written notice from Bank; or

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     6.3 Under any of the Loan Documents, a default or Event of Default (as defined in the applicable document subject to applicable notice and cure periods) occurs, except as provided in Section 7 below.

7. Insolvency. It is an “Event of Default” under this Note if Borrower becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor- creditor relationships (“Insolvency Proceeding”), and as to any involuntary Insolvency Proceeding, it either: (i) is consented to or (ii) has not been dismissed within ninety (90) days. Upon such an Event of Default, all sums of principal and interest under this Note automatically become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. If Borrower becomes the subject of any Insolvency Proceeding, any obligation of the holder to make advances under this Note shall automatically terminate, and in the case of an involuntary Insolvency Proceeding which is dismissed within ninety (90) days, the holder’s obligation to make advances under this Note shall resume upon the dismissal thereof.

8. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER AND BANK MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS NOTE, THE LOAN AGREEMENT, THE DEED OF TRUST, OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER, AND BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

9. Miscellaneous.

     9.1 Waivers. Borrower hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of nonpayment, notice of costs, expenses, or losses and interest thereon; and notice of interest on interest and late charges.

     9.2 Delay In Enforcement. If Bank delays in exercising or fails to exercise any of its rights under this Note, that delay or failure does not constitute a waiver of any of Bank’s rights, or of any breach, default or failure of condition of or under this Note. No waiver by Bank of any of its rights, or of any breach, default or failure of condition is effective, unless the waiver is expressly stated in writing by Bank.

     9.3 Joint and Several Liability. If more than one person or entity is signing this Note as Borrower, their obligations under this Note shall be joint and several. As to any Borrower that is a partnership, the obligations of Borrower under this Note are the joint and several obligations of each general partner thereof.

     9.4 Successors, and Assigns; Participations. This Note inures to and binds the legal representatives, successors and assigns of Borrower and Bank; provided, however, Borrower may not

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assign this Note or any Loan funds, or assign or delegate any of its rights or obligations, without the prior written consent of Bank in each instance, which consent is at the sole and absolute discretion of Bank. Bank, in its sole and absolute discretion, may transfer this Note, and may sell or assign participations or other interests in all or part of the Loan, on the terms and subject to the conditions of the Loan Documents, all without notice to or the consent of Borrower. Without notice to or the consent of Borrower, Bank may disclose to any actual or prospective purchaser of any securities issued or to be issued by Bank or its affiliates in connection with Loans, and to any actual or prospective purchaser or assignee of any participation or other interest in this Note, the Loan, or any other loans made by Bank to Borrower (whether evidenced by this Note or otherwise), any financial or other information, data or material in Bank’s possession relating to Borrower, the Loan, or the Property, including any improvements thereon. If Bank so requests and at no cost or expense to Borrower, Borrower shall sign and deliver a new note, in the form and substance of this Note, to be issued in exchange for this Note; provided, such new note shall in no way effect or change Borrower’s obligations under this Note.

     9.5 Cumulative Remedies. All of Bank’s remedies in connection with this Note or under applicable law are cumulative, and Bank’s exercise of any one or more of those remedies shall not constitute an election of remedies.

     9.6 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the choice of law rules of that State, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Borrower consents to the jurisdiction of any Federal or State court within the State of Arizona, submits to venue in such state, and also consents to service of process by any means authorized by Federal law or the law of such state. Without limiting the generality of the foregoing, Borrower hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) Borrower is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper.

     9.7 Attorney’s Fees and Costs. In any lawsuit or arbitration arising out of or relating to this Note, the Loan Documents or the Loan, the prevailing party will be entitled to recover from each other party such sums as the court, referee, or arbitrator adjudges to be reasonable attorneys’ fees in the action or arbitration, in addition to costs and expenses otherwise allowed by law. In all other actions or proceedings, including any matter arising out of or relating to any Insolvency Proceeding, Borrower agrees to pay all of Bank’s costs and expenses, including reasonable attorneys’ fees, incurred in enforcing or protecting Bank’s rights or interests. From the time(s) incurred until paid in full to Bank, all such sums shall bear interest at the Default Rate.

     9.8 Holder’s Rights. Borrower agrees that the holder of this Note may accept additional or substitute security for this Note, or release any security or any party liable for this Note, or extend or renew this Note, all without notice to Borrower and without affecting the liability of Borrower.

     9.9 Interpretation. As used in this Note, the terms “Bank,” “holder” and “holder of this Note” are interchangeable. As used in this Note, the word “include(s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.”

     9.10 Time of the Essence. Time is of the essence with regard to all payment obligations under this Note.

     9.11 Amendments. This Note may not be modified or amended except by a written agreement signed by the parties.

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     9.12 Counterparts. This Note may be executed In counterparts, and all counterparts constitute but one and the same document.

IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note to Bank as of the date first above written.

BORROWER:

GO DADDY SOFTWARE INC., an Arizona corporation		Address for notices to Borrower:
By:	/s/ Robert R. Parsons Robert R. Parsons, its President	c/o The Go Daddy Group, Inc. 14455 North Hayden Road, Suite 219 Scottsdale, AZ 85260 Attention: General Counsel
Tax l.D.: 86-0850417

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EXHIBIT “A”

	Payment	Total
Payment	Date	Principal
1	12/1/2005	$	12,052.09
2	1/1/2006	$	12,100.08
3	2/1/2006	$	12,148.33
4	3/1/2006	$	12,196.84
5	4/1/2006	$	12,245.63
6	5/1/2006	$	12,294.70
7	6/1/2006	$	12,344.03
8	7/1/2006	$	12,393.64
9	8/1/2006	$	12,443.53
10	9/1/2006	$	12,493.70
11	10/1/2006	$	12,544.15
12	11/1/2006	$	12,594.88
13	12/1/2006	$	12,645.89
14	1/1/2007	$	12,697.19
15	2/1/2007	$	12,748.77
16	3/1/2007	$	12,800.64
17	4/1/2007	$	12,852.80
18	5/1/2007	$	12,905.26
19	6/1/2007	$	12,958.00
20	7/1/2007	$	13,011.04
21	8/1/2007	$	13,064.38
22	9/1/2007	$	13,118.01
23	10/1/2007	$	13,171.94
24	11/1/2007	$	13,226.18
25	12/1/2007	$	13,280.72
26	1/1/2008	$	13,335.56
27	2/1/2008	$	13,390.71
28	3/1/2008	$	13,446.16
29	4/1/2008	$	13,501.93
30	5/1/2008	$	13,558.00
31	6/1/2008	$	13,614.39
32	7/1/2008	$	13,671.10
33	8/1/2008	$	13,728.12
34	9/1/2008	$	13,785.46
35	10/1/2008	$	13,843.12
36	11/1/2008	$	13,901.10
37	12/1/2008	$	13,959.41
38	1/1/2009	$	14,018.04
39	2/1/2009	$	14,077.00

Exhibit “A” - Page 1

EXHIBIT “A”

	Payment	Total
Payment	Date	Principal
40	3/1/2009	$	14,136.28
41	4/1/2009	$	14,195.90
42	5/1/2009	$	14,255.85
43	6/1/2009	$	14,316.14
44	7/1/2009	$	14,376.76
45	8/1/2009	$	14,437.72
46	9/1/2009	$	14,499.02
47	10/1/2009	$	14,560.67
48	11/1/2009	$	14,622.66
49	12/1/2009	$	14,684.99
50	1/1/2010	$	14,747.67
51	2/1/2010	$	14,810.71
52	3/1/2010	$	14,874.09
53	4/1/2010	$	14,937.83
54	5/1/2010	$	15,001.92
55	6/1/2010	$	15,066.37
56	7/1/2010	$	15,131.18
57	8/1/2010	$	15,196.36
58	9/1/2010	$	15,261.90
59	10/1/2010	$	15,327.80
60	10/18/2010	$	15,394.07

Exhibit “A” - Page 2

EX-10.17

Exhibit 10.17

PROMISSORY NOTE SECURED BY DEED OF TRUST
(Facility 2 — Equipment Loan)

$1,500,000.00 October 18, 2005 Phoenix, Arizona

1. Borrower’s Promise To Pay.

     FOR VALUE RECEIVED, GO DADDY SOFTWARE, INC., an Arizona corporation (the “Borrower”), promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”), at 101 N. First Avenue, Suite 1600, Phoenix, Arizona 85003, Attention: Commercial Banking, or at such other place as the holder of this Note may from time to time designate, the principal sum of One Million Five Hundred and No/100 Dollars ($1,500,000.00) (“Maximum Loan Amount”), or such lesser amount as may be advanced and outstanding under this promissory note (the “Note”), plus interest as specified in this Note. Bank shall not be required to make any advance if that would cause the outstanding principal of this Note to exceed the Maximum Loan Amount. This Note evidences a acquisition loan (the “Loan”) made by Bank to Borrower pursuant to the terms of a loan agreement (the “Loan Agreement”) between Bank and Borrower of even date herewith.

     This Note is secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the “Deed of Trust”) covering certain real and personal property, as therein described (the “Property”). It is also be secured by other collateral. This Note, the Deed of Trust, and the Loan Agreement, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan collectively constitute the “Loan Documents.” Some or all of the Loan Documents, including the Loan Agreement, contain provisions for the acceleration of the maturity of this Note. This Note is subject to the terms and conditions of the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

2. Maturity Date. All principal and all accrued and unpaid interest and other sums due hereunder shall be due and payable on October 18, 2010 (the “Maturity Date”).

3. Interest Rate and Payment Terms.

     3.1 Interest Rate. The unpaid principal balance will bear interest through July 31, 2006 at an annual rate equal to zero percent (0%) plus the prime rate announced by Bank. The interest rate hereunder will be adjusted each time that the prime rate changes. Beginning on August 1, 2006, Interest on each advance hereunder shall accrue at an annual rate equal to two and one-tenth of one percent (2.10%) plus the one-month LIBOR rate quoted by Bank from Telerate Page 3750 or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the beginning of each calendar month, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate to be reset at the beginning of each succeeding month. The term “New York Banking Day” means any day (other than a Saturday or Sunday) on which commercial banks are open for business in New York, New York. If the initial advance under this Note occurs other than on the first day of the month, the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two New York Banking Days prior to the date of the initial advance, which rate plus the percentage described above shall be in effect for the remaining days of the month of the initial advance; such one-month LIBOR rate to be reset at the beginning of each succeeding month. Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

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     3.2 Separate Principal Plus Interest Payments.

          (a) Interest Payments. Interest is payable beginning December 1, 2005, and on the same date of each CONSECUTIVE month thereafter (except that if a given month does not have such a date, the last day of such month), plus a final interest payment with the final payment of principal.

          (b) Principal Payments. Principal is payable in fifty-one (51) monthly installments, each in the amount of Seventeen Thousand Nine Hundred and No/100 Dollars ($17,900.00), beginning August 1, 2006, and on the same date of each CONSECUTIVE month thereafter (except that if a given month does not have such a date, the last day of such month), plus a final payment equal to all unpaid principal on October 18, 2010, the Maturity Date.

     3.3 Principal Prepayments. Borrower may prepay some or all of the principal under this Note, from time to time, without payment of any prepayment premium or fee.

4. General Interest Rate and Payment Terms.

     4.1 Note Rate. The interest rate in effect from time to time under this note is herein referred to as the “Note Rate.”

     4.2 Effective Contracted Rate. Borrower agrees to pay an effective contracted for rate of interest equal to the rate of interest resulting from all interest payable as provided in this Note plus the additional rate of interest resulting from (a) any loan fee(s) or other similar fees described or defined in the Loan Documents, and (b) all Other Sums. For purposes hereof, the “Other Sums” shall mean all fees, charges, goods, things in action, or any other sums or things of value (other than interest payable as provided in this Note and any loan fee) paid or payable by Borrower, whether pursuant to this Note, any of the other Loan Documents, or any other document or instrument in any way pertaining to this lending transaction, that may be deemed to be interest for the purpose of any law of the State of Arizona, or any other applicable law, that may limit the maximum amount of interest to be charged with respect to this lending transaction. The Other Sums shall be deemed to be interest and part of the “contracted for rate of interest” for the purposes of any such law only.

     4.3 Usury Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Bank at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Bank to contract for, charge, take, reserve, or receive greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents. If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount charged, taken, reserved, or received with respect to the Loan, or if Bank’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower, results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Bank’s express intent that all such excess amounts theretofore collected by Bank shall be credited to the principal balance of this Note and all other indebtedness, and that the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Bank for the use, forbearance, or detention of the Loan shall, to the extent not prohibited by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

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     4.4 Calculation of Interest. Interest will be computed for the actual days elapsed on the basis of a three hundred sixty (360) day year, which results in more interest than if a three hundred sixty-five (365) day year method were used.

     4.5 Payments. Except as otherwise provided herein, all amounts payable under this Note are payable in lawful money of the United States during normal business hours on a Banking Day. Checks and drafts constitute payment only when collected. All payments made under this Note shall be made without offset, demand, counter-claim, deduction or recoupment (each of which is hereby waived), and acceptance by Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not constitute a waiver by Bank of any Event of Default. Except as otherwise set forth herein or in any other Loan Document, payments shall be applied in such order and manner as Bank may determine in its sole and absolute discretion.

5. Late Payments; Default Rate

     5.1 Late Charge for Overdue Payments. If Bank has not received the full amount of any payment scheduled to be made under this Note, other than the final principal payment, by the end of ten (10) calendar days after the date it is due, Borrower shall pay a late charge to Bank in the amount of five percent (5%) of the overdue payment; provided, however, in no event shall any late charge be payable hereunder without Bank first having provided Borrower with any notice required by applicable law. Borrower shall pay this late charge only once on any late payment. This late charge shall not be construed as in any way extending the due date of any payment, and is in addition to, and not in lieu of, any other remedy Bank may have.

     5.2 Default Rate. Upon the occurrence of any Event of Default (subject to any applicable notice and cure periods), the unpaid balance of the Loan shall bear interest at the rate which is three percent (3%) above the then applicable Note Rate as it may thereafter change pursuant to the terms of this Note (the “Default Rate”). Additionally, from and after the Maturity Date, or such earlier date as all sums owing on this Note become due and payable by acceleration or otherwise, the Loan shall bear interest at the Default Rate. Accrued interest, at the Note Rate, if not paid when due, shall accrue interest at the Default Rate, as hereinabove provided, which may result in compounding of interest. Except as otherwise set forth herein or in any other Loan Document, payments under this Note or under any other Loan Document that are due on demand, shall bear interest at the Default Rate (i) from the date costs or expenses are incurred by Bank that give rise to the demand or (ii) if there is no such date, then from the date of demand, until Borrower pays the full amount of such payment, including interest.

6. Events of Default. If any of the following “Events of Default” occur, any obligation of the holder to make advances under this Note terminates and, at the holder’s option, exercisable in its sole and absolute discretion, all sums of principal and interest under this note immediately become due and payable without notice of default, presentment, demand for payment, protest, or notice of nonpayment or dishonor, or other notices or demands of any kind or character:

     6.1 Borrower fails to perform any obligation under this Note to pay principal or interest and does not cure that failure within ten (10) days after the date when due; or

     6.2 Borrower fails to perform any other obligation under this Note to pay money, and does not cure that failure within ten (10) days after written notice from Bank; or

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     6.3 Under any of the Loan Documents, a default or Event of Default (as defined in the applicable document subject to applicable notice and cure periods) occurs, except as provided in Section 7 below.

7. Insolvency. It is an “Event of Default” under this Note if Borrower becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships (“Insolvency Proceeding”), and as to any involuntary Insolvency Proceeding, it either: (i) is consented to or (ii) has not been dismissed within ninety (90) days. Upon such an Event of Default, all sums of principal and interest under this Note automatically become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character. If Borrower becomes the subject of any Insolvency Proceeding, any obligation of the holder to make advances under this Note shall automatically terminate, and in the case of an involuntary Insolvency Proceeding which is dismissed within ninety (90) days, the holder’s obligation to make advances under this Note shall resume upon the dismissal thereof.

8. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWER WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER AND BANK MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS NOTE, THE LOAN AGREEMENT, THE DEED OF TRUST, OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER, AND BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

9. Miscellaneous.

     9.1 Waivers. Borrower hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of nonpayment, notice of costs, expenses, or losses and interest thereon; and notice of interest on interest and late charges.

     9.2 Delay In Enforcement. If Bank delays in exercising or fails to exercise any of its rights under this Note, that delay or failure does not constitute a waiver of any of Bank’s rights, or of any breach, default or failure of condition of or under this Note. No waiver by Bank of any of its rights, or of any breach, default or failure of condition is effective, unless the waiver is expressly stated in writing by Bank.

     9.3 Joint and Several Liability. If more than one person or entity is signing this Note as Borrower, their obligations under this Note shall be joint and several. As to any Borrower that is a partnership, the obligations of Borrower under this Note are the joint and several obligations of each general partner thereof.

     9.4 Successors, and Assigns; Participations. This Note inures to and binds the legal representatives, successors and assigns of Borrower and Bank; provided, however, Borrower may not

4

assign this Note or any Loan funds, or assign or delegate any of its rights or obligations, without the prior written consent of Bank in each instance, which consent is at the sole and absolute discretion of Bank. Bank, in its sole and absolute discretion, may transfer this Note, and may sell or assign participations or other interests in all or part of the Loan, on the terms and subject to the conditions of the Loan Documents, all without notice to or the consent of Borrower. Without notice to or the consent of Borrower, Bank may disclose to any actual or prospective purchaser of any securities issued or to be issued by Bank or its affiliates in connection with Loans, and to any actual or prospective purchaser or assignee of any participation or other interest in this Note, the Loan, or any other loans made by Bank to Borrower (whether evidenced by this Note or otherwise), any financial or other information, data or material in Bank’s possession relating to Borrower, the Loan, or the Property, including any improvements thereon. If Bank so requests and at no cost or expense to Borrower, Borrower shall sign and deliver a new note, in the form and substance of this Note, to be issued in exchange for this Note; provided, such new note shall in no way effect or change Borrower’s obligations under this Note.

     9.5 Cumulative Remedies. All of Bank’s remedies in connection with this Note or under applicable law are cumulative, and Bank’s exercise of any one or more of those remedies shall not constitute an election of remedies.

     9.6 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to the choice of law rules of that State, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Borrower consents to the jurisdiction of any Federal or State court within the State of Arizona, submits to venue in such state, and also consents to service of process by any means authorized by Federal law or the law of such state. Without limiting the generality of the foregoing, Borrower hereby waives and agrees not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) Borrower is not subject to the jurisdiction of the courts of the above-referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper.

     9.7 Attorney’s Fees and Costs. In any lawsuit or arbitration arising out of or relating to this Note, the Loan Documents or the Loan, the prevailing party will be entitled to recover from each other party such sums as the court, referee, or arbitrator adjudges to be reasonable attorneys’ fees in the action or arbitration, in addition to costs and expenses otherwise allowed by law. In all other actions or proceedings, including any matter arising out of or relating to any Insolvency Proceeding, Borrower agrees to pay all of Bank’s costs and expenses, including reasonable attorneys’ fees, incurred in enforcing or protecting Bank’s rights or interests. From the time(s) incurred until paid in full to Bank, all such sums shall bear interest at the default Rate.

     9.8 Holder’s Rights. Borrower agrees that the holder of this Note may accept additional or substitute security for this Note, or release any security or any party liable for this Note, or extend or renew this Note, all without notice to Borrower and without affecting the liability of Borrower.

     9.9 Interpretation. As used in this Note, the terms “Bank,” “holder” and “holder of this Note” are interchangeable. As used in this Note, the word “include (s)” means “include(s), without limitation,” and the word “including” means “including, but not limited to.”

     9.10 Time of the Essence. Time is of the essence with regard to all payment obligations under this Note.

     9.11 Amendments. This Note may not be modified or amended except by a written agreement signed by the parties.

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     9.12 Counterparts. This Note may be executed in counterparts, and all counterparts constitute but one and the same document.

IN WITNESS WHEREOF, Borrower has duly executed and delivered this Note to Bank as of the date first above written.

BORROWER:
GO DADDY SOFTWARE INC., an Arizona corporation		Address for notices to Borrower:
		c/o The Go Daddy Group, Inc.
		14455 North Hayden Road, Suite 219
By:	/s/ Robert R. Parsons	Scottsdale, AZ 85260
	Robert R. Parsons, its President	Attention: General Counsel
Tax I.D.: 86-0850417

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EX-10.18

Exhibit 10.18

OFFICE LEASE

For

2299 West Obispo Avenue
Gilbert, Arizona 85233

J.L. BATES, LLC,
AN ARIZONA LIMITED LIABILITY COMPANY

Landlord

and

GO DADDY SOFTWARE, INC.,
AN ARIZONA CORPORATION

Tenant

TABLE OF CONTENTS

		PAGE
ARTICLE 1.	BASIC LEASE INFORMATION		3
ARTICLE 2.	AGREEMENT		4
ARTICLE 3.	TERM, DELIVERY & ACCEPTANCE OF PREMISES		4
ARTICLE 4.	MONTHLY RENT, RENTAL ADJUSTMENT & CONVERSION		5
ARTICLE 5.	OPERATING EXPENSES		5
ARTICLE 6.	INSURANCE		7
ARTICLE 7.	USE		8
ARTICLE 8.	REQUIREMENTS OF LAW; FIRE INSURANCE		8
ARTICLE 9.	ASSIGNMENTS AND SUBLETTING		8
ARTICLE 10.	RULES AND REGULATIONS		11
ARTICLE 11.	COMMON AREAS		11
ARTICLE 12.	LANDLORD’S SERVICES		11
ARTICLE 13.	TENANT’S CARE OF THE PREMISES		12
ARTICLE 14.	ELECTRICAL SERVICES		12
ARTICLE 15.	ALTERATIONS		12
ARTICLE 16.	MECHANICS’ LIEN		13
ARTICLE 17.	END OF TERM		13
ARTICLE 18.	EMINENT DOMAIN		13
ARTICLE 19.	DAMAGE AND DESTRUCTION		13
ARTICLE 20.	SUBORDINATION		14
ARTICLE 21.	ENTRY BY LANDLORD		14
ARTICLE 22.	INDEMNIFICATION, WAIVER AND RELEASE		15
ARTICLE 23.	SECURITY DEPOSIT		15
ARTICLE 24.	QUIET ENJOYMENT		16
ARTICLE 25.	EFFECT OF SALE		16
ARTICLE 26.	DEFAULT		16
ARTICLE 27.	PARKING		17
ARTICLE 28.	MISCELLANEOUS		18

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OFFICE LEASE

     THIS OFFICE LEASE (the “Tease”) is entered into by Landlord and Tenant as described in the following Basic Lease Information as of the Date which is set forth for reference only in the following Basic Lease Information.

     Landlord and Tenant agree:

ARTICLE 1. BASIC LEASE INFORMATION

     THE FOLLOWING BASIC LEASE INFORMATION IS A PART OF THIS LEASE, BUT DOES NOT CONSTITUTE THE ENTIRE LEASE. TENANT ACKNOWLEDGES THAT IT HAS READ ALL OF THE PROVISIONS CONTAINED IN THE ENTIRE LEASE AND ALL EXHIBITS WHICH ARE A PART THEREOF AND AGREES THAT THIS LEASE INCLUDING THE BASIC LEASE INFORMATION AND ALL EXHIBITS, REFLECTS THE ENTIRE UNDERSTANDING AND REASONABLE EXPECTATIONS OF LANDLORD AND TENANT REGARDING THE PREMISES. TENANT ALSO ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS LEASE PRIOR TO EXECUTION WITH LEGAL COUNSEL AND SUCH OTHER ADVISORS AS TENANT DEEMS APPROPRIATE.

     In addition to the terms which are defined elsewhere in this Lease, the following defined terms are used in this Lease:

(a	)	Date:	November 18, 2004
(b	)	Landlord:	J.L. Bates, LLC, an Arizona limited liability company
(c	)	Tenant:	Go Daddy Software, Inc., an Arizona corporation
(d	)	Building Address:	2299 West Obispo Avenue Gilbert, Arizona 85233
(e	)	Premises:	39,378 square feet on the second floor of the Building See also, First Addendum
(f	)	Parking Charge:	N/A
(g	)	Parking Spaces:	described further in the First Addendum
(h	)	Term:	Fifty-one (51) months, beginning and expiring according to the First Addendum
(i	)
(k	)	Monthly Base Rent: $1.03 per square feet for the first twelve (12) months, beginning on the Commencement Date. Rent shall increase thereafter at $0.03 per square foot per year. See Exhibit “B” and First Addendum.
		Note: Tenant will begin paying rent ninety (90) days after the Early Possession Date pursuant to the First Addendum. Landlord and Tenant will execute an Acknowledgment setting forth the Early Possession Date, Commencement Date and Expiration Date of the Lease. See First Addendum, Exhibit “A”.
		(i) The Monthly Rent is subject to adjustment pursuant to Exhibit “B” in the First Addendum
(l	)	Additional Rent Charges: See First Addendum.
(m	)	Additional Rent — Taxes: Any amounts which this Lease requires Tenant to pay in addition to Monthly Base Rent, including without limitation all state and local transaction privilege taxes imposed on Landlord or Tenant as a result of amounts payable hereunder. See First Addendum.
(n	)	Rentable Area of the Premises:	39,378 Rentable Square Feet
(o	)	Rentable Area of the Office Building:	180,480 square feet
(p	)	Security Deposit:	The last month’s base rent of $44,103.36, which includes the First Additional Space and Second Additional Space as defined in the First Addendum, which shall be held by Landlord and may be applied by Landlord to any Tenant default under the terms of this Lease.

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(q)	Brokers:	Marc Tuite, Grubb & Ellis/BRE Commercial, LLC - Landlord’s broker
		Mark Bauer, CB Richard Ellis - Tenant’s broker
(r)	Prepaid Rent:	$0.00
(s)	Office Building:	The office building located at 2299 West Obispo Avenue, Gilbert, AZ
		85233
(t)	Land:	The land on which the Office Building is located
(u)	Project:	The development consisting of the Land and all improvements built on the
		Land including, without limitation, the Building, parking lot, parking structure, if any,
		walkways, driveways, fences, and landscaping.
(v)	Landlord’s Address:	ATTN: Doug Taylor
		2299 West Obispo Avenue
		Gilbert, AZ 85233
(w)	Tenant’s Address:	Go Daddy Software, Inc.
		14455 North Hayden Road, Suite 219
		Scottsdale, Arizona 85260

If any other provision of this Lease contradicts any definition of this Article, the other provision will prevail.

The following exhibits are attached to this Lease and are made parts of this Lease: First Addendum and Exhibits “A” and “B”, attached thereto.

ARTICLE 2. AGREEMENT

Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, according to this Lease.

ARTICLE 3. TERM, DELIVERY AND ACCEPTANCE OF PREMISES

3.1 General. The duration of this Lease will be the Term. See First Addendum

3.2 Delivery of Possession. Landlord will construct or install in the Premises the improvements to be constructed or installed by Landlord according to the First Addendum and further defined in the architectural permitted working drawings. Landlord will be deemed to have delivered possession of the Premises to Tenant on the Early Possession Date. See First Addendum. 3.3 Failure to Deliver Possession. If, for any reason, Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date:

     (a) This Lease will not be void or voidable; and

     (b) Landlord will not be liable to Tenant for any resultant loss or damage; and

     (c) If delivery of possession of the Premises to Tenant on the Commencement Date is delayed by Landlord, (i) Rent will be waived for the period between the original Commencement Date and the date on which Landlord delivers possession of the Premises to Tenant, (ii) the original Commencement Date and Expiration Date will be extended automatically one day for each day of delay after the original Commencement Date and before delivery of possession, and (iii) Landlord and Tenant will execute a certificate of the new Commencement Date and Expiration Date promptly after delivery of possession.

3.4 Early Entry. If Tenant is permitted entry to the Premises prior to the Early Possession Date for the purpose of installing fixtures or any other purpose permitted by Landlord, such early entry will be at Tenant’s sole risk and subject to all the terms and provisions of this Lease as though the Early Possession Date had occurred, except for the payment of Monthly Rent which will commence on the Commencement Date. Tenant, its agents or employees, will not interfere with or delay Landlord’s completion of construction of the improvements. All rights of Tenant under this Section 3.4 will be subject to the requirements of all applicable building codes and zoning requirements so as not to interfere with Landlord’s obtaining a certificate of occupancy for the Premises. Landlord has the right to impose such additional conditions on Tenant’s early entry as Landlord, in its sole discretion, deems appropriate, and will further have the right to require that Tenant execute an early entry agreement containing such conditions prior to Tenant’s early entry.

3.5 Condition of the Premises. Prior to the Early Possession Date, Tenant will conduct a walk-through inspection of the Premises with Landlord and prepare a punch-list of items needing additional work by Landlord. Other than the items specified in the punch-list, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in their condition on the date of delivery of possession. The same procedure shall apply to the First Additional Space and Section Additional Space. The punch-list will not include any damage to the Premises caused by Tenant’s move-in or early access, if permitted. Damage caused by Tenant will be repaired or corrected by Landlord, at Tenant’s expense. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business or for any other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any Tenant improvements to the Premises except as expressly provided in this Lease. Landlord’s contractor will complete all reasonable punch-list items within thirty (30) days

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after the walk-through.

3.6 Adjustments Upon Completion. As soon as practicable, upon completion of the improvements in accordance with the Work Letter, Landlord will notify Tenant of the Rentable Area of the Premises, the Rentable Area of the Building, Monthly Rent, and Tenant’s Share, if such information was not previously determinable by Landlord. At Landlord’s request, Tenant will promptly execute a certificate confirming such information.

ARTICLE 4. MONTHLY RENT, RENTAL ADJUSTMENT AND CONVERSION

4.1 Monthly Rent. Throughout the Term of this Lease, Tenant will pay Monthly Rent to Landlord as rent for the Premises. Monthly Rent will be paid in advance, on or before the first day of each calendar month of the Term. If the Term commences on a day other than the first day of a calendar month, the Monthly Rent will be appropriately prorated by Landlord for such month. If the Term commences on a day other than the first day of a calendar month, then prorated Monthly Rent for such month will be paid on or before the first day of the Term. Monthly Rent will be paid to Landlord, without notice or demand, and without deduction or offset, in lawful money of the United States of America at Landlord’s Address, or to such other person or at any other place as Landlord may from time to time designate in writing.

ARTICLE 5. OPERATING EXPENSES

5.1 General: This Lease shall be deemed a modified gross lease and Tenant shall do all acts and make all payments pro-rata, connected with or arising out of any increase of operating expenses for the Office Building over Tenant’s expense base, in addition to Tenant’s Base Rent. This includes, without limitation, all taxes and assessments, and any increases in all taxes and assessments, whether now or hereafter existing, levied or imposed on Landlord or Tenant, and whether foreseen or unforeseen. In addition to Monthly Rent, Tenant will pay Tenant’s Monthly Share of the Increased Current Operating Expenses of the Office Building. Landlord agrees to cap the annual increases of the “Controllable Expenses” (“Controllable Expenses” shall be defined as every expense set forth below except for all utilities, all insurance and all taxes which shall be excluded) at five percent (5.0%) per year on a cumulative basis.

As used in this Lease, the term “Operating Expenses” includes:

(a) all reasonable costs of management, operation and maintenance of the Project, including without limitation, real and personal property taxes and assessments (and any tax levied in whole or in part in lieu of or in addition to real property taxes), wages, salaries and compensation of employees, consulting, accounting, legal and, maintenance, guard and other services, management fees (charged by Landlord, any affiliate of Landlord, or any other entity managing the Project), reasonable reserves for Operating Expenses, that part of office rent or rental value of space in the Project used by Landlord to manage, operate and maintain the Project or furnished by Landlord to enhance the management, operation or maintenance of the Project, power, water, waste disposal and other utilities, materials and supplies, maintenance and repairs, insurance obtained with respect to the Project, depreciation on personal property and equipment (which is or should be capitalized on the books of Landlord), and any other costs, charges, and expenses which under generally accepted accounting principles, would be regarded as management, maintenance and operating expenses; and

(b) the cost (amortized over such period as Landlord will reasonably determine) together with interest at the greater of (i) the Prime Rate prevailing plus two percent (2%) or (ii) Landlord’s borrowing rate for such capital improvements plus two percent (2%), on the unamortized balance of any capital expenditures which are made to the Project by Landlord (A) for the purposes of reducing Operating Expenses, or (B) after the Date and which were required under any governmental law or regulation that was not applicable to the Project at the time it was constructed and which are not a result of the nature of Tenant’s use of the Premises.

Notwithstanding the foregoing, Tenant has agreed to pay for certain expenses, as set forth in the First Addendum.

The Operating Expenses will not include (1) depreciation on the Project (other than depreciation on personal property, equipment, window coverings on exterior windows provided by Landlord and carpeting in public corridors and common areas); (2) costs of improvements made for tenants of the Project; (3) finders fees and real estate brokers’ commission; (4) mortgage principal or interest; and (5) capital items other than those referred to in clause (b), above.

Tenant acknowledges that Landlord has not made any representation or given Tenant any assurances that the Operating Expenses will equal or approximate any actual amount per square foot of Rentable Area of the Premises, for any calendar year during the Term.

5.2 Estimated Payments: In addition to Monthly Rent, Tenant will pay to Landlord on the first day of each month during the Term, one-twelfth (1/12) of Landlord’s estimate of the Additional Rent payable by Tenant pursuant to Section 5.1, above, during the subject calendar year or partial calendar year (the “Additional Rent”). The Additional Rent is subject to revision according to the further provisions of this Section 5.2 and Section 5.3, below. During December of each calendar year, or as soon after December as practicable, Landlord will give Tenant written notice of Additional Rent for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant will pay to Landlord one-twelfth (1/12) of the Additional Rent; however, if such notice is not given in December, Tenant will continue to pay on the basis of the prior year’s Additional Rent until the month after such notice is given. In the month Tenant first pays Landlord’s new Additional Rent, Tenant will pay to Landlord the difference between the new Additional Rent estimate and the amount payable to Landlord for the prior year’s Additional Rent, for each month which has elapsed since December. If, at

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any time or times it reasonably appears to Landlord that the amount payable under Section 5.1 above, for the current calendar year will vary from the Additional Rent, Landlord may, by written notice to Tenant, revise the Estimate Operating Expense for such year, and subsequent payments by Tenant for such year will be based upon Landlord’s reasonably revised estimate.

5.3 Annual Settlement. Within one hundred twenty (120) days after the end of each calendar year or as soon after such one hundred twenty (120) day period as practicable, Landlord will deliver to Tenant a statement of amounts payable under Section 5.1, above, for such calendar year prepared and certified by Landlord. Such certified statement will be final and binding upon Landlord within thirty (30) days after it is given to Tenant. If such statement shows an amount owing by Tenant that is less than the estimated payments previously made by Tenant for such calendar year, the excess will be held by Landlord and credited against the next payment of Rent; however, if the Term has ended and Tenant was not in default at its end, Landlord will refund the excess payment previously made by Tenant for such calendar year, if such statement shows a balance due from Tenant, Tenant will pay the deficiency to Landlord within thirty (30) days after the delivery of such statement. Tenant may review Landlord’s records of the Operating Expenses, at Tenant’s sole cost and expense, at the place Landlord normally maintains such records during Landlord’s normal business hours.

5.4 Final Proration. If this Lease ends on a day other than the last day of a calendar year, the amount of increase (if any) in the Operating Expenses payable by Tenant applicable to the calendar year in which this Lease ends will be calculated on the basis of the number of days of the Term falling within such calendar year and Tenant’s obligation to pay the amount so determined will survive the end of this Lease.

5.5 Other Taxes. Tenant will reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of Landlord and Tenant:

(a) Upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or by the cost or value of any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements is in Tenant or Landlord;

(b) upon or measured by Rent, including without limitation, any gross income tax or excise tax levied by the Federal government or any other governmental body with respect to the receipt of Rent;

(c) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Premises; and

(d) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

If it is not lawful for Tenant to reimburse Landlord, the Rent payable to Landlord under this Lease will be revised to yield to Landlord the same net rental after the imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

     Tenant will pay promptly when due all personal property taxes on Tenant’s personal property in the Premises and any other taxes payable by Tenant, the non-payment of which might give rise to a lien on the Premises or Tenant’s interest in the Premises.

5.6 Rent Payable. Amounts payable by Tenant as provided herein, will be payable as Rent without deduction or offset, except as otherwise provided within this Lease. If Tenant fails to pay any amounts due, Landlord will have all the rights and remedies available to it on account of Tenant’s failure to pay Rent.

ARTICLE 6. INSURANCE

6.1 Landlord’s Insurance. At all times during the Term, Landlord will carry and maintain:

(a) fire and extended coverage insurance covering the Project, parking structure (if any), the Building’s equipment and common area furnishings, and leasehold improvements in the Premises); and

(b) public liability and property damage insurance; and

(c) such other insurance as Landlord determines from time to time.

The insurance coverages and amounts in this Section 6.1 will be determined by Landlord.

6.2 Tenant’s Insurance. At all times during the Term, Tenant will carry and maintain, at Tenant’s expense, the following insurance, in the amounts specified below or such other amounts as Landlord may from time to time reasonably request, with insurance companies and on forms satisfactory to Landlord:

(a) public liability and property damage liability insurance, with a combined single occurrence limit of not less than $2,000,000.00. All such insurance will specifically include without limitation, contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in Article 21 of this Lease, below; and

(b) insurance covering all of Tenant’s equipment, trade fixtures, appliances, furniture, furnishings and personal property from time to time in, on or upon the Premises, and any leasehold improvements to the

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Premises in excess of the Tenant Finish Allowance, in an amount not less than the full replacement cost without deduction for depreciation from time to time during the term of this Lease, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended peril (all risk), boiler, flood, glass breakage and sprinkler leakage. All policy proceeds will be used for the repair or replacement of the property damaged or destroyed, however, if this Lease ceased under the provisions of Article 18 below, Tenant will be entitled to any proceeds resulting from damage to Tenant’s equipment, trade fixtures, appliances, furniture, furnishings, and personal property, and Landlord will be entitled to all other proceeds; and

(c) workmen’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the workmen’s compensation law of the state in which the Premises are located.

6.3 Forms of the Policies. All policies of insurance which Tenant is obligated to maintain according to this Lease (other than any policy of workmen’s compensation insurance) will name Landlord and such other persons or firms as Landlord reasonably specifies from time to time as additional insured. Original or copies of original policies (together with copies of the endorsements naming Landlord, and any others specified by Landlord as additional insured) and evidence of the payment of all premiums of such policies will be delivered to Landlord prior to Tenant’s occupancy of the Premises and from time to time around the expiration of the term of each such policy. All public liability and property damage liability insurance policies maintained by Tenant will contain a provision that Landlord and any other additional insured will be entitled to recover under such policies for any loss sustained by them, their agents and employees as a result of the acts or omissions of Tenant. All such policies maintained by Tenant will provide that they may not be terminated or amended except with written notice to Landlord given within a reasonable period of time. All public liability, property damage, liability and casualty policies maintained by Tenant will be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry. Insurance required to be maintained by Tenant by this Article 6 may be subject to a deductible of up to $1,000.00.

6.4 Waiver of Subrogation. Except as otherwise provided herein, Landlord and Tenant each waive any and all rights to recover against the other or against any other Tenant or occupant of the Project, or against the officers, directors, shareholders, partners, joint venturers, employees, agents, customers, invitees or business visitors of such other party or of such other Tenant of occupancy of the Project, for any loss or damage to such waiving party arising from any cause covered by any insurance required by such party pursuant to this Article 6 or any other insurance actually carried by such party to the extent of the limits of such policy. Landlord and Tenant, from time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Project or the Premises claiming by, under or through Tenant to execute and deliver to Landlord such a waiver of claims and to obtain such waiver of subrogation rights endorsements.

6.5 Adequacy of Coverage. Landlord, its agents and employees, make no representation that the limits of liability specified to be carried by Tenant pursuant to this Article 6 are adequate to protect Tenant. If Tenant believes that any of such insurance coverage is inadequate, Tenant will obtain such additional insurance coverage as Tenant deems adequate, at Tenant’s sole expense.

ARTICLE 7. USE

The premises will be used only for general office purposes, including but not limited to call center operations, back office activities, and other standard business operations of Go Daddy Software, Inc. Tenant will not: do or permit to be done in or about the premises, or bring to, keep or permit to be brought or kept in the Premises, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation which is now in force or which may be enacted or promulgated after the Date, do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants of the Building or Project, or injure or annoy them; use or allow the Premises to be used for any improper, immoral, or unlawful purpose; cause, maintain or permit any nuisance in, on or about the Premises or commit or allow to be committed any waste in, on or about the Premises; construct, excavate, trench, or dig, in any of the common areas of the Project.

ARTICLE 8. REQUIREMENTS OF LAW: FIRE INSURANCE AND HAZARDOUS MATERIALS

8.1 General. At its sole cost and expense Tenant will promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or in force after the Early Possession Date, with the requirements of any board of free underwriters or other similar body constituted now or after the Early Possession Date, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Premises, insofar as they relate to the condition, use or occupancy of the Premises, excluding requirements of structural changes or changes outside the Premises unless related to (a) Tenant’s acts, (b) Tenant’s business, (c) Tenant’s use of the Premises, or (d) improvements made by or for Tenant.

8.2 Hazardous Materials. Tenant will not generate, manufacture, receive, transport from, store, use or dispose of any Hazardous Material in, on or about the Premises or the Project. For the purpose of this Section 8.2, Hazardous Materials shall include but not be limited to substances defined as “hazardous substances,” “hazardous materials,” or “toxic substances, ”in the Comprehensive Environmental Response, Compensation and Liability Act of Materials Transportation Act, 49 U.S.C. Section 1901, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as “hazardous wastes” in the Arizona Revised Statues Section 36-3501(16). Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with Tenant’s breach of its obligations under this Section 8.2. Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents and employees harmless from and against any and all claims, costs, liabilities and damage, including attorneys’ fees and costs, arising out of

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or in connection with the removal, cleanup, remediation and restoration work and materials necessary to return the Premises and any other property of whatever nature located on the Project to their condition existing prior to the appearance of Tenant’s Hazardous Materials on the premises. Tenant will pay to Landlord upon demand an amount equal to any permanent damage to the real property or buildings. Tenant is liable for all damages under the Law.

     (a) If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of any applicable present and future statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, and similar items, of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states and political subdivisions thereof relating to the protection of human health or the environment (collectively, “Environmental Laws”); or if Tenant should become aware of or receive notice or other communication concerning any factual, alleged, suspected communication concerning any factual, alleged, suspected or threatened liability for a violation of the Environmental Laws in connection with the Property or the past or present activities of any person thereon, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint, notice, order, writ or injunction, then Tenant shall deliver to Landlord, within ten (10) days of the receipt of such notice or communication by Tenant, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification.

     (b) Tenant shall not initiate communications with or provide information to any party other than Landlord regarding any hazardous materials without Landlord’s prior written approval, unless required by law or imminent emergency posing a substantial endangerment to human health, in which event Tenant shall provide notice of such communication or disclosure to Landlord as soon as reasonably possible.

8.3 Certain Insurance Risks. Tenant will not do or permit to be done any act or things upon the Premises or the Project which would (a) jeopardize or be in conflict with fire insurance policies covering the Project and fixtures and property in the Project, or (b) increase the rate of fire insurance applicable to the Project to an amount higher than it otherwise would be for general office use of the Project, or (c) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon the Premises.

ARTICLE 9. ASSIGNMENTS AND SUBLETTING

9.1 General. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, covenants that it will not assign, mortgage or encumber this Lease, nor sublease, nor permit the Premises or any part of the Premises to be used or occupied by others, without the prior written consent of Landlord in each instance, whose consent shall not be unreasonably withheld. Any assignment or sublease in violation of this Article 9 will be void. If this Lease is assigned, or if the Premises or any part of the Premises are subleased or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the new amount collected to Rent. No assignment, sublease, occupancy or collection will be deemed a waiver of the provisions of this Section 9.1, and acceptance by Landlord of the assignee, subtenant or occupant as Tenant, shall not release Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord’s prior written consent in each instance.

9.2 Landlord’s Right to Recapture. If Tenant desires to assign all or part of this Lease or to sublease all or any portion of the Premises, Tenant will first submit to Landlord the documents described in Section 9.3, below, and will offer in writing,(a) with respect to a prospective assignment, to assign this Lease to Landlord without any payment of money or other consideration for such assignment, or (b) with respect to a prospective sublease, to sublease to Landlord the portion of the Premises involved (“Leaseback Area”) for the term specified by Tenant in its offer and at the lower of (i) Tenant’s proposed sub-rental or (i) the rate of Monthly Rent and Additional Rent then in effect according to this Lease, and on the same terms, covenants and conditions contained under Lease and applicable to the Leaseback Area. The offer will specify the date when the Leaseback Area will be made available to Landlord. That dale will not be earlier than thirty (30) days nor later than one hundred eighty (180) days after the date of Landlord’s acceptance of the offer. If an offer of sublease is made, it will also specify the term of the proposed sublease except that if the proposed sublease will result in all or substantially all of the Premises being subleased, then Landlord will have the option to extend the term of the proposed sublease for the balance of the Term of this Lease less one (1) day.

     Landlord will have thirty (30) days from the receipt of the offer either to accept or reject it. If Landlord accepts the offer, Tenant will then execute and deliver to Landlord, or to anyone designated or named by Landlord, an assignment or sublease, as the case may be, in either case in a form reasonably satisfactory to Landlord’s counsel.

     If such a sublease is made to Landlord or its designee, such sublease will expressly:

(a) permit Landlord to make further subleases of all or any part of the Leaseback Area and to make and authorize any and all changes, alterations, installations and improvements in such space as Landlord deems necessary for such subletting, at Landlord’s expense;

(b) provide that Tenant will permit reasonably appropriate means of ingress to and egress from the Leaseback Area at all times;

(c) negate any intention that the estate created under such sublease be merged with any other estate held by Landlord or Tenant;

(d) provide that Landlord will accept the Leaseback Area “as is” except that Landlord, at Tenant’s

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expense, will perform all such work and make all such alterations as may be required physically to separate the Leaseback Area from the remainder of the Premises and to permit lawful occupancy; and

(e) provide that at the expiration of the term of such sublease, Tenant will accept the Leaseback Area as may be reasonably necessary to preserve the Leaseback Area in good order and condition, ordinary wear and tear excepted.

      Performance by Landlord, or its designee, under a sublease of the Leaseback Area will be deemed performance by Tenant of any similar obligation under this Lease. Tenant will not be liable for any default under this Lease or deemed to be in default under this Lease if such default is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

9.3 Submission of Information. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord (a) the name and address of the proposed assignee or subtenant, (b) a counterpart of the proposed agreement of assignment or sublease, (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space, (d) reasonable assurances from Tenant that the proposed assignee or subtenant is financially responsible and of sufficient character, and (e)any and all financial information or statements of the proposed assignee or subtenant requested by Landlord.

9.4 Consent Not to be Unreasonably Withheld. If Landlord does not accept Tenant’s offer within thirty (30) days after receipt of it, as provided in Section 9.2, above, then Landlord will not unreasonably withhold or delay its consent to Tenant’s request for consent to such specific assignment if the conditions in Section 9.3, above, and all of the following conditions are satisfied:

(a) The proposed transferee is at least as creditworthy as Tenant when Tenant entered into this Lease, and satisfied Landlord’s then-current credit standards for tenants of the Building, and in Landlord’s opinion has the financial strength and stability to perform all obligations under this Lease to be performed by Tenant as and when they fall due.

(b) The proposed transferee will make use of the Premises which in Landlord’s opinion (i) is lawful,(ii) is consistent with the permitted use of the Premises under this Lease, (iii) is consistent with the general character of business carried on by tenants of a first class office building, (iv) does not conflict with any exclusive rights or covenants not to compete in favor of any other Tenant or proposed Tenant in the Project,(v) will not increase the likelihood of damage or destruction, (vi) will not increase the rate of wear and tear to the Premises, Building common facilities, or Project, (vii) will not likely cause an increase in insurance premiums for insurance policies applicable to the Project, and (viii) will not require Tenant improvements incompatible with then existing Building or Project systems and components.

(c) Tenant pays Landlord’s reasonable attorneys’ fees and costs incurred in connection with negotiation, review and processing of the transfer, plus a processing fee not to exceed $500.00 for each such request.

(d) Landlord is paid any increase in the Security Deposit required by Landlord and permitted by law.

(e) The proposed transferee has demonstrated to the reasonable satisfaction of Landlord that it has good character, moral stability and good reputation in the general business community.

(f) At the time of the proposed transfer, there is no Event of Default under this Lease.

(g) The proposed transferee is not a tax-exempt entity as defined in the Internal Revenue Code of 1986, as amended.

(h) At least 75% of the Rentable Area of the Building is leased to paying tenants.

(i) The transfer will not otherwise have or cause a material adverse impact on Landlord’s interests, the Building, the Premises or the Project.

(j) If Landlord consents to the proposed assignment or sublease, Tenant complies with the further provisions of Sections 9.5 and 9.6, below.

Tenant shall have the burden of demonstrating that each of the foregoing conditions is satisfied.

9.5 Form of Assignment or Sublease. If Landlord consents to a proposed assignment or sublease, Landlord will give Tenant’s form of assignment or sublease, as the case may be, which is acceptable to Landlord and will provide, among other things, that Tenant will remain liable under this Lease. Any sublease will provide, among other things, that the subtenant will comply with all applicable terms and conditions of this Lease. Any assignment will contain, among other things, an assumption by the assignee of all of the terms, covenants and conditions which this Lease requires Tenant to perform. Landlord’s consent will not be effective unless and until Tenant (a) delivers to Landlord an original duly executed assignment or sublease, as the case may be, in the form provided by Landlord, and (b) pays Landlord the amounts required under Section 9.4(c), above.

9.6 Payments to Landlord for Assignment. If Landlord consents to a proposed assignment, then Landlord will have the right to require Tenant to pay to Landlord a sum equal to: (a) any rent or other consideration paid to Tenant by any proposed transferee which (after deducting the costs of Tenant, if any, in effecting the assignment, including reasonable alteration

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costs, commissions and legal fees) is in excess of the Rent allocable to the transferred space which is then being paid by Tenant to Landlord pursuant to this Lease; and (b) any other profit or gain (after deducting any necessary expenses incurred) realized by Tenant from any such sublease or assignment. All such sums payable will be payable to Landlord at the time the next payment of Monthly Rent is due.

9.7 Prohibited Transfers.

(a) Tenant will not offer to assign the Lease at a rate of Rent lower than that which is then being paid by Tenant to Landlord.

(b) The transfer of a majority of the issued and outstanding capital stock of any corporate Tenant or subtenant of this Lease or a majority of the total interest in any partnership Tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord’s consent in each instance. For purposes of this Article 9, the transfer of outstanding capital stock of any corporate Tenant will not include any sale of such stock by persons (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) effected through “over-the-counter-market” or through any recognized stock exchange.

9.8 Permitted Transfer. Subject to Sections 9.5, 9.6 and 9.10, Landlord consents to an assignment of this Lease, or sublease of all or part of the Premises, to a wholly-owned subsidiary of Tenant or the parent of Tenant or to any corporation into or with which Tenant may be merged or consolidated.

9.9 Limitation on Remedies. Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant by this Section 9.9 waives any claim, for money damages (nor will Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or approval to a proposed assignment as provided for in this Section. Tenant’s sole remedy will be an action or proceeding to enforce any such provision, or for specific performance, injunction, or declaratory judgment.

9.10 Consent of Mortgage. Any transfer for which consent is required of any party having a mortgage, deed of trust or other encumbrance on, or of any lessor under any ground or underlying lease of, all or any part of the Project shall not be effective unless and until such consent is given.

ARTICLE 10. RULES AND REGULATIONS

     Landlord may from time to time reasonably amend, delete or modify existing rules and regulations, or adopt reasonable new rules and regulations for the use, safety, cleanliness and care of the Premises, the Building, and the Project, and the comfort, quiet enjoyment and convenience of occupants of the Project. Modifications or additions to the rules and regulations will be effective upon notice to Tenant from Landlord. In the event of any breach of any rules or regulations or any amendments or additions to such rules and regulations, Landlord will have all remedies which this Lease provides for default by Tenant, and will, in addition, have any remedies available at law or in equity, including the right to enjoin any breach of such rules and regulations. Landlord will not be liable to Tenant for violations such rules and regulations by any other Tenant, its employees, agents, visitors or licensees or any other person. In the event of any conflict between the provisions of this Lease and the rules and regulations, the provisions of this Lease will govern.

ARTICLE 11. COMMON AREAS

     As used in this Lease, the term “common areas” means, without limitation, the hallways, entryways, parking areas, driveways, walkways, terraces, loading areas, trash facilities and all other areas and facilities in the Project which are provided and designated from time to time by Landlord for the general nonexclusive use and convenience of Tenant with Landlord and other tenants of the Project and their respective employees, invitees, licensees or other visitors. Landlord grants Tenant, its employees, invitees, licensees and other visitors a nonexclusive license for the Term to use the common areas in common with others entitled to use the common areas, subject to the terms and conditions of this Lease. Without advance notice to Tenant (except with respect to matters covered by Subsection (a) below) and without any liability to Tenant in any respect, Landlord will have the right to:

     (a) establish and enforce reasonable rules and regulations concerning the maintenance, management, use and operation of the common areas;

     (b) close off any of the common areas to whatever extent required in the opinion of Landlord and its counsel to prevent a dedication of any of the common areas or the accrual of any rights by any person or the public to the common areas, provided such closure does not deprive Tenant of the substantial benefit and enjoyment of the Premises;

     (c) Temporarily close any of the common areas for maintenance, alteration or improvement purposes;

     (d) Select, appoint or contract with any person for the purpose of operating and maintaining the common areas, on such terms and conditions as Landlord deems reasonable;

     (e) change the size, use, shape or nature of any such common areas, provided such change does not deprive Tenant of the substantial benefit and enjoyment of the Premises. So long as Tenant is not thus deprived of the substantial use and benefit of the Premises, Landlord will also have the right at any time to change the arrangement or location of, or both, or to regulate or eliminate the use of any concourse, parking spaces, toilets or other public conveniences in the Project, without

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incurring any liability to Tenant or entitling Tenant to any abatement of rent and such action will not constitute an actual or constructive eviction of Tenant; and

     (f) erect one or more additional building on the common areas, expand the existing Building or other buildings to cover a portion of the common areas, convert common areas to a portion of the Building (excluding the Premises) or other buildings to common areas. Upon erection of any additional buildings or change in common areas, the portion of the Project upon which buildings or structures have been erected will no longer be deemed to be a part of the common areas. In the event of any such changes in the size or use of the Building or common areas of the Building or Project, Landlord may make an appropriate adjustment in the Rentable Area of the Building or the Building’s pro rata share of exterior common areas of the Project, as appropriate, and a corresponding adjustment to Tenant’s Share of the Operating Expenses payable pursuant to Articles 5 of this Lease, above.

ARTICLE 12. LANDLORD’S SERVICES

12.1 Landlord’s Repair and Maintenance. Landlord will maintain, repair and restore the common areas of the Project, including lobbies, corridors and restrooms, the windows in the Building, the mechanical, plumbing and electrical equipment serving the Building, and the structure of the Building in reasonably good order and condition.

Landlord agrees to commence necessary repairs and maintenance to the Premises and Common Areas in a timely manner (“Response Time Periods”), as hereinafter defined. Tenant reserves the right, and Landlord specifically grants the right, for Tenant to cause repairs and maintenance to be made to the Premises when Landlord fails to affect such maintenance and repairs within the Response Time Periods. Landlord agrees to reimburse Tenant its out of pocket costs for any maintenance and repair costs Tenant incurs under this section (the “Costs”). For purposes of this section, repairs and maintenance shall be defined as any maintenance and repairs to the Premises which Tenant reasonably deems necessary to conduct its business and maintain a suitable working environment. Maintenance and repairs will include, but will not be limited to: repair of wear and tear on the Premises; replacement of broken or missing fixtures, parts, mechanical equipment, plumbing or electrical parts; landscaping maintenance; facilities cleaning and maintenance; and, any other repair or improvement Tenant deems necessary, subject to Landlord’s approval, which shall not be unreasonably withheld. Tenant shall submit service requests for repairs and maintenance to Landlord by means and through channels established by Landlord. Tenant submitted service requests shall be deemed approved unless otherwise declined by Landlord within two business days from time of submission. However, those service requests classified as High Priority (as hereinafter defined) shall be deemed automatically approved. Approval of Tenant submitted service requests shall not be unreasonably withheld by Landlord. Landlord agrees not to withhold reimbursement for maintenance and repairs paid for by Tenant. Landlord further agrees that in the event it fails to reimburse Tenant for maintenance or repairs paid for by Tenant within ninety (90) days of presentation by Tenant to Landlord, Tenant may deduct the cost from the next month’s Monthly Rent. For purposes of this section, Response Time Periods shall be defined as follows, provided, however, that the list below is not intended to be exhaustive:

i. High Priority— within 3 to 6 hours of receipt of service request relating to the following described conditions:

a. Air Conditioning failure

b. Plumbing malfunction (including flooding)

c. Electrical Service Outages (excluding power outages attributed to the utility provider’s service grid(s))

d. Glass breakage

e. Exterior entry malfunction

ii. Medium Priority —within 24 hours of receipt of service request relating to the following described conditions:

a. Cleaning of Premises, including Common Areas

b. Replacement/repair of non-critical electrical fixtures

c. Replacement/repair of non-critical mechanical parts

d. Replacement/repair of exterior lighting considered security sensitive

iii. Low Priority —within 48 hours of receipt of service requests relating to the following described conditions:

a. All other service requests

12.2 Landlord’s Services. Landlord will furnish the Premises with: (i) heat and air conditioning equipment in good condition with sufficient capacity required for the comfortable occupation of the Premises; (ii) lighting replacement (for building standard lights) during Business Hours; (iii) restroom supplies; Landlord may provide, but will not be obligated to provide, any such services on Holidays and weekends.

     Landlord will not be in default under this Lease or be liable for any damages directly or indirectly resulting from, nor will the Rent be abated by reason of (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of such services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control for Landlord or by the making of necessary repairs or improvements to the Premises, the Building, or the Project, (3) the limitation, curtailment, rationing or restrictions on use of water, electricity, gas or other form of energy serving the Premises, the Building, or the Project, unless such is called by Landlord’s negligence or deliberate acts. Landlord will use reasonable efforts to remedy diligently any interruption in the furnishing of such services.

     The term “Business Hours” means Tenant’s normal hours of operation,

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12.3 Tenant’s Costs. Whenever equipment or lighting (other than building standard lights) is used in the Premises by Tenant and such equipment or lighting affects the temperature otherwise normally maintained by the design of the air conditioning system, Landlord will have the right, after notice to Tenant, to install supplementary air conditioning facilities in the Premises or otherwise modify the ventilating and air conditioning system serving the Premises, and the cost of such facilities and modifications will be borne by Tenant. Tenant will also pay as Additional Rent the cost of providing all cooling energy to the Premises in excess of that required for normal office use or during hours requested by Tenant when air conditioning is not otherwise furnished by Landlord. Tenant will bear the cost of replacement bulbs or tubes for all non-building standard light fixtures.

12.4 Limitation on Liability. Landlord will not be liable to Tenant or any other person, for direct or consequential damage, or otherwise, for any failure to supply any heat, air conditioning, cleaning, lighting, security, surges or interruptions of electricity, or other service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvements, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable. Landlord’s compliance with any mandatory governmental energy conservation or environmental protection program, or any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant, or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building or Project of any person. In the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s sole opinion, Landlord will have the right to prevent access to the Building or Project during the continuance of the same by such means as Landlord, in its sole discretion, may deem appropriate, including, without limitation, locking doors and closing parking areas and other common areas. Landlord will not be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance permitted under this Article 12, nor will such discontinuance in any way be construed as an eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any of Tenant’s obligations under this Lease.

ARTICLE 13. TENANT’S CARE OF THE PREMISES

     Tenant will maintain the Premises (including Tenant’s equipment, personal property and trade fixtures located in the Premises) in their condition at the time they were delivered to Tenant, reasonable wear and tear and Landlord’s obligations under Article 12 excluded. Tenant will immediately advise Landlord of any material damage to the Premises or the Project. Tenant shall be responsible for janitorial services for the Premises.

ARTICLE 14. ELECTRICAL SERVICES

     Both parties acknowledge and agree that this Lease is intended to be a modified gross lease and that it shall be Tenant’s responsibility to secure electrical services for the Premises and to pay all costs associated therewith, including deposits, hook up charges and ongoing service charges.

ARTICLE 15. ALTERATIONS

15.1 General. During the Term, Tenant will not make or allow to be made any material alterations, additions or improvements to or of the Premises or any part of the Premises, or attach any fixtures or equipment to the Premises, without first obtaining Landlord’s written consent. All such material alterations, additions and improvements consented to by Landlord, and capital improvements which are required to be made to the Project as a result of the nature of Tenant’s use of the Premises, which consent shall not be unreasonably withheld:

     Will be performed by contractors and subject to conditions approved by Landlord, whose consent shall not be unreasonably withheld (which may include requiring the posting of a mechanic’s or material man’s lien bond).

15.2 Free-Standing Partitions and Server Racks. Tenant will have the right to install free-standing work station partitions and server racks, without Landlord’s prior written consent, so long as no building or other governmental permit is required for their installation or relocation; however, if a permit is required Landlord will not unreasonably withhold its consent to such relocation or installation. The free-standing work station partitions and server racks for which Tenant pays will be part of Tenant’s trade fixtures for all purposes under this Lease.

15.3 Other Charges. Tenant acknowledges that any alterations, additions and improvements to the Premises (including without limitation installation or relocation of partitions) may affect the heating, cooling, power, lighting and other systems in the Project and any increased cost attributable to such changes will be payable by Tenant to Landlord as Additional Rent.

15.4 Removal. By notice given to Tenant no less than thirty (30) days prior to the Expiration Date, Landlord may either:

     (a) require that Tenant remove any or all alterations, additions, fixtures and improvements which are made in or upon the Premises pursuant to this Article 15. In that event, prior to the Expiration Date, Tenant will remove such alterations, additions, fixtures and improvements at Tenant’s sole cost and will restore the Premises to the condition in which they were before such alterations, additions, fixtures, improvements and additions were made, reasonable wear and tear excepted; or

     (b) enter the Premises (without any liability for an actual or constructive, partial or total, eviction or any other claim or offset) remove any or all alterations, additions, fixtures and improvements made pursuant to this Article 15 at Tenant’s expense; however, Landlord will not enter the Premises in order to effect such removal more than thirty (30) days before the

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Expiration Date.

If Landlord does not so notify Tenant, Landlord may remove such alterations, fixtures, additions, and improvements after the end of the Term at Tenant’s cost, and Landlord and Tenant shall mutually agree on whom shall own them

ARTICLE 16. MECHANICS’ LIENS

     Tenant will pay or cause to be paid all costs and charges for work (a) done by Tenant or caused to be done by Tenant, in or to the Premises unless provided otherwise within this Lease that Landlord shall be responsible for the cost, and (b) for all materials furnished for or in connection with such work. Tenant will indemnify Landlord against and hold Landlord, the Premises and the Project free, clear and harmless of and from all mechanic’s liens and claims of liens, and all other liabilities, liens, claims and demands on account of such work by or on behalf of Tenant. If any such lien, at any time, is filed against the Premises, or any part of the Project, Tenant will cause such lien to be discharged of record within ten (10) days after the filing of such lien, except that if Tenant desires to contest such lien, it will furnish Landlord, within such ten (10) day period, security reasonably satisfactory to Landlord of at least 150% of the amount of the claim, plus estimated costs and interest. If a final judgment establishing the validity or existence of a lien for any amount is entered, Tenant will pay and satisfy the same at once. If Tenant fails to pay any charge for which a mechanics’ lien has been filed, and has not given Landlord security as described above, Landlord may, at its option, pay such charge and related costs and interest, and the amount so paid, together with reasonable attorneys’ fees incurred in connection with such lien, will be immediately due from Tenant to Landlord as Additional Rent. Nothing contained in this Lease will be deemed the consent or agreement of Landlord subject Landlord’s interest in the Project to liability under any mechanics’ or other lien law. If Tenant received notice that a lien has been or is about to be filed against the Premises or the Project or any action affecting title to the Project has been commenced on account of work done by or for or materials furnished to or for Tenant, it will immediately give Landlord written notice of such notice. At least fifteen (15) days prior to the commencement of any work (including but not limited to, any material maintenance, repairs, alterations, additions, improvements or installations) in or to the premises, by or for Tenant, Tenant will give Landlord written notice of the proposed work and the names and addresses of the persons supplying labor and materials for the proposed work. Landlord will have the right to post notices of non-responsibility or similar notices on the Premises in order to protect the Premises against any such liens.

ARTICLE 17. END OF TERM

     At the end of this Lease, Tenant will promptly quit and surrender the Premises broom-clean, in good order and repair, ordinary wear and tear excepted. If Tenant is not then in default, Tenant may remove from the Premises any trade fixtures, equipment and movable furniture placed in the Premises by Tenant, whether or not such trade fixtures or equipment are fastened to the Building; Tenant will not remove any trade fixtures or equipment without Landlord’s prior written consent if such fixtures or equipment are used in the operation of the Building, or if the removal of such fixture or equipment will result in impairing the structural strength of the Building. Whether or not Tenant is in default, Tenant will remove such alterations, additions, improvements, trade fixtures, equipment and furniture as Landlord has requested in accordance with Article 15. above. Tenant will fully repair any damage occasioned by the removal of any trade fixtures, equipment, furniture, alterations, additions and improvements. All trade fixtures, equipment, furniture inventory, effects, alterations, additions, and improvements on the Premises after the end of the Term will be deemed conclusively to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant or any other person and without obligation to account for them; and Tenant will pay Landlord for all expenses incurred in connection with the removal of such property, including, but not limited to, the cost of repairing any damage to the Building or Premises caused by the removal of such property. Tenant’s obligation to observe and perform this covenant will survive the expiration or other termination of this Lease.

ARTICLE 18. EMINENT DOMAIN

     If all the Premises are taken by exercise of the power of eminent domain (or conveyed by Landlord in lieu of such exercise) this Lease will terminate on a date (the “termination date”) which is the earlier of the date upon which the condemning authority takes possession of the Premises or the date on which title to the Premises is vested in the condemning authority. If more than twenty-five percent (25%) of the Rentable Area of the Premises is so taken, or if the Tenant does not cancel this Lease according to the preceding sentence, the Monthly Rent will be abated in the proportion of the Rentable Area of the Premises so taken to the Rentable Area of the Premises immediately before such taking, and Tenant’s Share will be appropriately recalculated, If all or substantially all of the Building or the Project is so taken, Landlord may cancel this Lease by written notice to Tenant given thirty (30) days after the termination date. In the event of any such taking, the entire award will be paid to Landlord and Tenant will have no right or claim to any part of such award; however, Tenant will have the right to assert a claim against the condemning authority in a separate action and so long as Landlord’s award is not reduced by such claim: for (i) Tenant’s moving expenses; (ii) leasehold improvements owned by Tenant; (iii) any other award established solely for the benefit of Tenant.

ARTICLE 19. DAMAGE AND DESTRUCTION

     If the Premises or the Building are damaged by fire or other insured casualty, Landlord will give Tenant notice of the time which will be needed to repair such damage, as determined by Landlord in its sole discretion, and the election (if any) which Landlord has made according to this Article 19. Such notice will be given before the forty-fifth (45th) day (the “Notice Date”) after the fire or other insured casualty. If more than 25% of the rentable area is damaged as to be unrentable, then Tenant may cancel Lease.

     (a) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may be repaired within ninety (90) days after the commencement of repair, as determined by Landlord, Landlord will begin to repair the damage within ninety (90) days after the notice date and will diligently pursue the completion of such repair. In such event, this Lease will continue in full force and effect except that Monthly Rent will be abated on a pro rata basis from the date of

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the fire or other insured casualty until the date of the completion of such repairs (the “repair period”) based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived of during the repair period.

     (b) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within ninety (90) days after the commencement of repair, but may be repaired within one hundred eighty (180) days after the commencement of repair, as determined by Landlord, then, at Landlord’s option, Landlord will diligently pursue to repair such damage within one hundred eight (180) days after the notice date. If Landlord elects to repair such damage, Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period. If Landlord does not elect to repair such damage, this Lease will terminate on the notice date.

     (c) If the Premises or the Building are damaged by fire or other insured casualty to an extent which may not be repaired within one hundred eighty (180) days after the commencement of repair, as determined by Landlord, then (i) Landlord may cancel this Lease as of the date of such damage by written notice given to Tenant on or before the notice date or (ii) Tenant may cancel this Lease as of the date of such damage by written notice given to Landlord within ten (10) days after Landlord’s delivery of a notice that the repairs cannot be made within such one hundred eighty (180) day period. If neither Landlord nor Tenant so elects to cancel this Lease, Landlord will repair the Building and Premises and Monthly Rent will be abated on a pro rata basis during the repair period based on the Rentable Area of the portion of the Premises the use of which Tenant is deprived during the repair period.

     (d) If the proceeds of insurance are insufficient to pay for the repair of any damage to the Premises or the Building, Landlord will have the option to repair such damage or cancel this Lease as of the date of such casualty by written notice to Tenant on or before the notice date. If any such damage by fire or other casualty is the result of the willful conduct or negligence or failure to act of Tenant, its agent, contractors, employees, or invitees, there will be no abatement of Monthly Rent as otherwise provided for in this Article 19.

Tenant waives any rights conferred by statute or otherwise on account of any damage to the Premises, the Building, or the Project, to the extent that those rights are inconsistent with Tenant’s rights under this Article 19.

ARTICLE 20. SUBORDINATION AND ATTORNMENT

20.1 General. This Lease and Tenant’s rights under this Lease are subject and subordinate to any ground or underlying lease, first mortgage, indenture, first deed of trust or other first lien encumbrance, together with any renewals, extensions, modifications, consolidations and replacements of such first lien encumbrance, now or after the Date affecting or placed, charged or enforced against the Land, the Building, or all or any portion of the Project or any interest of Landlord in them or Landlord’s interest in this Lease and the leasehold estate created by this Lease (except to the extent any such instrument will expressly provide that this Lease is superior to such instrument). This provision will be self-operative and no further instrument of subordination will be required in order to effect it. Nevertheless, Tenant will execute, acknowledge and deliver to Landlord, at any time and from time to time, upon demand by Landlord, such documents as may be requested by Landlord, any ground or underlying lessor or any mortgagee, to confirm or effect any such subordination. If Tenant fails or refuses to execute, acknowledge and deliver any such document within twenty (20) days after written demand, Landlord, its successors and assigns will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant. Tenant by this Section 20.1 constitutes and irrevocably appoints Landlord, its successors and assigns as Tenant’s attorney-in-fact to execute, acknowledge and deliver any and all documents described in this Section 20.1 for and on behalf of Tenant, as provided in this Section 20.1.

20.2 Attornment. Tenant agrees that in the event that any holder of any ground or underlying lease, mortgage, deed of trust, or other encumbrance encumbering any part of the Project succeeds to landlord’s interest in the Premises, Tenant will pay to such holder all rents subsequently payable under this Lease. Further, Tenant agrees that in the event of the enforcement by the trustee or the beneficiary under or holder or owner of any such mortgage, deed of trust, land or ground lease, Tenant will, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement, automatically become the Tenant of and attorn to such successor in interest without change in the term or provisions of this Lease. Such successor in interest will not be bound by (i) any payment of Monthly Rent or Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent or such trustee, beneficiary, holder or owner or such successor in interest. Upon request by such successor in interest and without cost to Landlord or such successor in interest Tenant will execute, acknowledge and deliver an instrument or instruments confirming the attornment. If Tenant fails or refuses to execute, acknowledge and deliver any such document within twenty (20) days after written demand, such successor in interest will be entitled to execute, acknowledge and deliver any and all such documents for and on behalf of Tenant as attorney-in-fact for Tenant, and in such event, Tenant by this Section 20.2 constitutes and irrevocably appoints such successor in interest as Tenant’s attorney-in-fact to execute, acknowledge and deliver any and all documents described in this Section 20.2 for and on behalf of Tenant, as provided in this Section 20.2.

ARTICLE 21. ENTRY BY LANDLORD

     Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency or at reasonable hours to;

(a)	inspect the Premises;
(b)	exhibit the same to prospective purchasers, lenders or tenants;
(c)	determine whether Tenant is complying with all its obligations in this Lease;

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(d)	supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease;
(e)	post notices of non-responsibility or similar notices; or
(f)	make repairs required of Landlord under the terms of this Lease or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building; however, all such work will be done as promptly as reasonably possible and so to cause as little interference to Tenant as reasonably possible.

     Tenant, by this Article 21, waives any claim against Landlord, its agents, employees or contractors for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord will at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant’s vaults, safes and similar areas designated in writing by Tenant in advance). Landlord will have the right to use any and all means which Landlord may deem proper to open doors in and to the Premises in an emergency in order to obtain entry to the Premises. Any entry to the Premises obtained by Landlord by any means permitted under this Article 21 will not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises, or any portion of the Premises, nor will any such entry entitle Tenant to damages or an abatement of Monthly Rent, Additional Rent, or other charges which this Lease requires tenant to pay.

ARTICLE 22, INDEMNIFICATION, WAIVER AND RELEASE

22.1 Indemnification. Tenant will neither hold nor attempt to hold Landlord or its employees or agents liable for, and Tenant will indemnify and hold harmless Landlord, its employees and agents from and against, any and all demands, claims, causes of action, fines, penalties, damages (including consequential damages), liabilities, judgments, and expenses (including, without limitation, attorneys’ fees) incurred in connection with or arising from:

     (a) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under Tenant;

     (b) any activity, work or thing done, permitted or offered by Tenant in or about the Premises or the Project;

     (c) any acts, omissions or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees or visitors of Tenant or any such person;

     (d) any breach, violation or nonperformance by Tenant or any person claiming under Tenant or the employees agents, contractors, invitees or visitors of Tenant or any such person or any term, covenant or provision of this Lease of any law, ordinance or governmental requirement of any kind; or

     (e) any injury or damage to the person, property or business of Tenant, its employees, agents, contractors, invitees, visitors or any other person entering upon the Premises or the Project under the express or implied invitation of Tenant except for any injury or damage to persons or property on the Premises which is proximately caused by or results proximately from the negligence or deliberate act of Landlord or its employees.

     If any action of proceeding is brought against Landlord or its employees by reason of any such claim for which Tenant has indemnified Landlord, Tenant, upon notice from Landlord, will defend the same at Tenant’s expense with counsel reasonably satisfactory to Landlord.

22.2 Waiver and Release. Tenant, as a material part of the consideration to Landlord for this Lease, by this Section 22.2,waives and releases all claims against Landlord, its employees and agents with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease. Except for any damage or injury to person or property on the Premises, which is proximately caused by or results proximately from the negligence or deliberate act of Landlord or its employee, Tenant covenants and agrees that Landlord and its employees will not at any time or to any extent whatsoever be liable, responsible, or in any way accountable for any loss, injury, death or damage (including consequential damages) to persons, property or Tenant’s business occasioned by any acts or omissions of any other Tenant, occupant or visitor of the Project, or from any cause, either ordinary or extraordinary, beyond Landlord’s control.

ARTICLE 23. SECURITY DEPOSIT

Tenant has deposited the Security Deposit with Landlord as security for the full, faithful and timely performance of every provision of the Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, Landlord may use, apply or retain all or any part of the Security Deposit for the payment of any Rent, or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used, applied, or retained, Tenant will, within five (5) days after written demand, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord will not be required to keep the Security Deposit separate from its general funds and Tenant will not be entitled to interest on the Security Deposit. The Security Deposit will not be deemed a limitation on Landlord’s damages or a payment of liquidated damages or a payment of the Monthly Rent due for the last month of Term. If Tenant fully, faithfully and timely performs every provision of this Lease to be performed by it, the Security Deposit or any balance of the Security Deposit will be returned to Tenant within sixty (60) days after the expiration of the term. Landlord may deliver the funds deposited under this Lease by Tenant to the purchaser of the Building

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in the event the Building is sold, and after such time, Landlord will have no further liability to Tenant with respect to the Security Deposit.

ARTICLE 24. QUIET ENJOYMENT

Landlord covenants and agrees with Tenant that so long as Tenant pays the Rent, and observes and performs all the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, Tenant may peacefully and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease and Tenant’s possession will not be disturbed by anyone claiming by, through or under Landlord.

ARTICLE 25. EFFECT OF SALE

A sale, conveyance or assignment of the Building or the Project which includes an assumption of Landlord’s obligations to Tenant hereunder, will operate to release Landlord from liability from and after the effective date of such sale, conveyance or assignment upon all of the covenants, terms and conditions of this Lease, express or implied, except those liabilities which arose prior to such effective date, and after the effective date of such sale, conveyance or assignment, Tenant will look solely to Landlord’s successor in interest in and to this Lease. This Lease will not be affected by any such sale, conveyance or assignment, and Tenant will attorn to Landlord’s successor in interest to this Lease.

ARTICLE 26. DEFAULT

26.1 Events of Default. The following events are referred to collectively as “Events of Default,” or individually, as an “Event of Default”:

     (a) Tenant defaults in the due and punctual payment of Rent, and such default continues for five (5) days after written notice from Landlord; however, Tenant will not be entitled to more than one (1) notice for monetary defaults during any twelve (12) month period, and if, after such notice, any Rent is not paid when due, an Event of Default will be considered to have occurred without further notice.

     (b) Tenant vacates or abandons the Premises;

     (c) This Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Tenant, or are taken upon subject to any attachment at the instance for any creditor or claimant against Tenant, and said attachment is not discharged or disposed of within fifteen (15) days after its levy;

     (d) Tenant files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy law or insolvency act of any-state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors;

     (e) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant are instituted against Tenant, or a receiver or trustee is appointed for all or substantially all of the property of Tenant, and such proceedings is not dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment;

     (f) Tenant fails to take possession of the Premises on the Commencement Date of the Term; or

     (g) Tenant breaches any of the other agreements, terms, covenants or conditions which this Lease requires Tenant to perform, and such breach continues for a period of thirty (30) days after written notice from Landlord to Tenant; or if such breach cannot be cured reasonably within such thirty (30) day period and Tenant fails to commence to cure such breach within thirty (30) days after notice from Landlord or fails to proceed diligently to cure such breach within a reasonable time period thereafter.

     26.2 Landlord’s Remedies. If any one or more Events of Default set forth in Section 26.1 above, occurs, then Landlord has the right, at its election;

     (a) to give Tenant written notice of Landlord’s intention to terminate this Lease on the earliest date permitted by law or on any later date specified in such notice, in which case Tenant’s right to possession of the Premises will cease and this Lease will be terminated, except as to Tenant’s liability, as if the expiration of the term fixed in such notice were the end of the Term; or

     (b) without further demand or notice, to re-enter and take possession of the Premises or any part of the Premises, repossess the same, expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, using such force for such purposes as may be necessary, without being liable for prosecution, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of Monthly Rent or other amounts payable under this Lease or as a result of any proceeding breach of covenants or conditions; or

     (c) without further demand or notice to cure any Event of Default and to charge Tenant for the cost of effecting such cure, including, without limitation, attorneys’ fees and interest on the amount so advanced at the rate set forth in Section 28.21, below, provided that Landlord will have no obligation to cure any such Event of Default of Tenant. Should Landlord elect to reenter as provided in subsection (b), above, or should Landlord take possession pursuant to any notice provided by law, Landlord may from time to time, without terminating this Lease, re-let the Premises or any part of the Premises in Landlord’s or Tenant’s name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such conditions and upon such other terms

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(which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its sole discretion, may determine and Landlord may collect and receive the Rent. Landlord will in no way be responsible or liable for any failure to re-let the Premises, or any part of the Premises, for any failure to collect any Rent due upon such re-letting. No such re-entry or taking possession of the Premises by Landlord will be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention is given to Tenant. No notice from Landlord under this Section or under a forcible or unlawful entry and detainer statute or similar law will constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord Reserves the right following any such re-entry or re-letting to exercise its right to terminate this Lease by giving Tenant Such written notice, in which event this Lease will terminate as specified in such notice.

26.3 Certain Damages. In the event that Landlord does not elect to terminate this Lease as permitted in Section 26.2(a) above, but on the contrary, elects to take possession as provided in Section 26.2(b), above, Tenant will pay to Landlord: (i) Monthly Rent and other sums as provided in this Lease, which would be payable under this Lease if such repossession had not occurred, less; (ii) the net proceeds, if any, of any re-letting of the Premises after deducting all of Landlord’s reasonable expenses in connection with such re-letting, including, without limitation, all repossession costs, brokerage commissions, attorneys’ fees, expenses of employees, alteration and repair costs and expenses of preparation for such re-letting. If, in connection with any re-letting, the new lease term extends beyond the existing Term, or the premises covered by such new lease, include other premises not part of the Premises, a fair apportionment of the rent received for such re-letting and the expenses incurred in connection with such re-letting as provided in this Section will be made in determining the net proceeds from such re-letting, and any rent concessions will be equally apportioned over the term of the new lease. Tenant will pay such rent and other sums to Landlord monthly on the day which the Monthly Rent would have been payable under this Lease if possession had not been retaken and Landlord will be entitled to receive such rent and other sums from Tenant on each such day.

26.4 Continuing Liability After Termination. If this Lease is terminated on account of the occurrence of an Event of Default, Tenant will remain liable to Landlord for damages in an amount equal to Monthly Rent and other amounts which would have been owing by Tenant for the balance of the Term, had this Lease not been terminated, less the net proceeds, if any, of any re-letting of the Premises by Landlord subsequent to such termination, after deducting all of Landlord’s expenses in connection with such re-letting, including, but without limitation, the expenses enumerated in Section 26.3, above. Landlord will be entitled to collect such damages from Tenant monthly on the day on which Monthly Rent and other amounts would have been payable under this Lease if this Lease had not been terminated, and Landlord will be entitled to receive such Monthly Rent and other amounts from Tenant on each such day. Alternatively, at the option of Landlord, in the event this Lease is so terminated, Landlord will be entitled to recover against Tenant as damages for losses of the bargain and not as a penalty:

     (i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

     (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

     (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term of this Lease (had the same not ben so terminated by Landlord) after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided or,

     (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

     “The worth at the time of award” of the amounts referred to in clauses (i) and (ii), above, is computed by adding interest at the per annum interest rate described in Section 28.21, below, on the date on which this Lease is terminated from the date of termination until the time of award. “The worth at the time of award” of the amount referred to in clause (iii), above, is computed by discounting such amount at the discount rate of the Federal Reserve Bank of Denver at the time of award plus one percent (1%).

26.5 Cumulative Remedies. Any suit or suits for recovery of the amounts and damages set forth in Sections 26.3 and 26.4, above, may be brought by Landlord, from time to time, at Landlord’s election, and nothing in this Lease will be deemed to require Landlord to await the date upon which this Lease or the term would have expired had there occurred no Event of Default. Each right and remedy provided for in this Lease is cumulative and is in addition to every other right or remedy provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or after the Date existing at law or in equity or by statute or otherwise. The prevailing party shall be entitled to recover its attorney’s fees (including those of in-house counsel) and costs whether or not suit is brought.

26.6 Waiver of Redemption. Tenant waives any right of redemption arising as a result of Landlord’s exercise of its remedies under this Article 26.

ARTICLE 27. PARKING

See First Addendum

ARTICLE 28. MISCELLANEOUS

28.1 No Offer. This Lease is submitted to Tenant on the understanding that it will not be considered an offer and will not

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bind Landlord in any way until (a) Tenant has duly executed and delivered duplicate originals to Landlord and (b) Landlord has executed and delivered one of such originals to Tenant.

28.2 Joint and Several Liability. If Tenant is composed of more than one signatory to this Lease, each signatory will be jointly and severally liable with each other signatory for payment and performance according to this Lease. The act of, notice to, notice from, refund to, or signature of, any signatory to this Lease (including without limitation modifications of this Lease made by fewer than all such signatories) will bind every other signatory as though every other signature had so acted, or received or given the notice or refund, or signed.

28.3 No Construction Against Drafting Party. Landlord and Tenant acknowledge that each of them and their counsel have had an opportunity to review this Lease and that this Lease will not be construed against Landlord merely because Landlord has prepared it.

28.4 Time of the Essence. Time is of the essence of each and every provision of this Lease.

28.5 No Recordation. Tenant’s recordation of this Lease or any memorandum or short form of it will be void and a default under this Lease.

28.6 No Waiver. The waiver by either party of any agreement, condition or provision contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision contained in this Lease, nor will any custom or practice which may grow up between the parties in the administration of the terms of this Lease be construed to waive or to lessen the right of either party to insist upon the performance by the other party in strict accordance with the terms of this Lease. The subsequent acceptance of Rent by Landlord will not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition, or provision of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent.

28.7 Estoppel Certificate. At any time and from time to time, but within ten (10) days after prior written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, promptly upon request, a certificate certifying (a) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification, (b) the date, if any to which rent and other sums payable under this Lease have been paid, (c) that no notice of any default has been delivered to Landlord which default has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary under any deed of trust on the building or any part of the Project. Tenant’s failure to deliver such a certificate within such time will be conclusive evidence of the matters set forth in it.

28.8 Waiver of Jury Trial. Landlord and Tenant by this Section 28.8, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties to this Lease against the other on any matters whatsoever arising out of or in anyway connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of occupancy of the Premises, or any other claims (except claims for personal injury or property damage), and any emergency statutory or any other statutory remedy.

28.9 No Merger. The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord or the termination of this Lease on account of Tenant’s default will not work a merger, and will, at Landlord’s option, (a) terminate all or any subleases and subtenancies or (b) operate as an assignment to Landlord of all or any subleases or subtenancies. Landlord’s option under this Section 28.9 will be exercised by notice to Tenant and all known sublessees or subtenants in the Premises or any part of the Premises.

28.10 Holding Over. Tenant will have no right to remain in possession of all or any part of the Premises after the expiration of the Term. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term, with the express or implied consent of Landlord: (a) such tenancy will be deemed to be a periodic tenancy from month-to-month only; (b) such tenancy will not constitute a renewal or extension of this Lease for any further term; and (c) such tenancy may be terminated by Landlord upon the earliest of (i) thirty (30) days’ prior written notice or (ii) the earliest date permitted by law. In such event, Monthly Rent will be increased to an amount equal to 125% of the Monthly Rent payable during the last month of the Term, and any other sums due under this Lease will be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease.

28.11 Notices. Any notice, request, demand, consent, approval or other communications required or permitted under this Lease must be in writing and will be deemed to have been given when personally delivered or deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified mail, return receipt requested, addressed to the party for whom it is intended at its address set forth in Article 1, above. Either Landlord or Tenant may add additional addresses or change its address for purposes of receipt of any such communication by giving ten (10) days’ prior written notice of such change to the other party in the manner prescribed in this Section 28.11.

28.12 Severability. If any provision of this Lease proves to be illegal, invalid or unenforceable, the remainder of this Lease will not be affected by such finding, and in lieu of each provision of this Lease that is illegal, invalid or unenforceable, a provision will be added as a part of this Lease as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

28.13 Written Amendment Required. No amendment, alteration, modification of or addition to the Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant. Tenant agrees to make any modifications of the terms and provisions of this Lease required or requested by any lending institution providing financing for the Building, or

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Project, as the case may be, provided: that no such modifications will materially adversely affect Tenant’s rights and obligations under this Lease.

28.14 Entire Agreement. This Lease, the Exhibits and Addenda, if any, contain the entire agreement between Landlord and Tenant. No promises or representations, except as contained in this Lease, have been made to Tenant respecting the condition or the manner of operating the Premises, the Building, or the Project.

28.15 Captions. The captions of the various Articles and Sections of this Lease are for convenience only and do not necessarily define, limit, describe or construe the contents of such Articles or Sections.

28.16 Notice of Landlord’s Default. In the event of any alleged default in the obligation of Landlord under this Lease, Tenant will deliver to Landlord written notice listing the reasons for Landlord’s default and Landlord will have thirty (30)days following receipt of such notice to cure such alleged default or, in the event the alleged default cannot reasonably be cured within a thirty (30) day period, to commence action and proceed diligently to cure such alleged default. A copy of such notice to Landlord will be sent to any holder of a mortgage or other encumbrances on the Building or Project of which Tenant has been notified in writing, and any such holder will also have the same time periods to cure such alleged default.

28.17 Authority. Tenant and the party executing this Lease on behalf of Tenant represent to Landlord that such party is authorized to do so by requisite action of the Board of Directors, or partners, as the case may be, and agree upon request to deliver to Landlord a resolution or similar document to that effect.

28.18 Brokers. Landlord and Tenant respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Premises except the Broker names in Article 1, above, of any, (the “Broker”). Each of them will indemnify the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either of them has consulted or negotiated with regard to the Premises except the Broker. Landlord will pay any fees or commission due the Broker.

28.19 Governing Law. This Lease will be governed by and construed pursuant to the laws of the State in which the Project is located.

28.20 Force Majeure. Landlord will have no liability to Tenant nor will Tenant have any right to terminate this Lease or abate Rent or assert a claim of partial or total actual or constructive eviction, because of Landlord’s failure to perform any of its obligations in the Lease if the failure is due to reasons beyond Landlord’s reasonable control, including without limitation, strikes or other labor difficulties, inability to obtain necessary governmental permits and approvals (including scarcity of materials, war, riot, civil insurrection, accidents, acts of God and governmental preemption in connection with a national emergency.

28.21 Late Payments. Any payment of Rent, including Monthly Rent, which is not received within ten (10) days after it is due will be subject to a late charge equal to five percent (5%) of the unpaid payment, or $100.00, whichever is greater. This amount is in compensation of Landlord’s additional cost of processing late payments. In addition, any Rent which is not paid when due, including Monthly Rent, will accrue interest at a late rate charge of the Prime Rate plus five percent (5%) per annum (but in no event in an amount in excess of the maximum rate allowed by applicable law) from the date on which it was due until the date on which it is paid in full with accrued interest.

28.22 No Easements for Air or Light. Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building will in no way affect this Lease or impose any liability on Landlord.

28.23 Tax Credits. Landlord is entitled to claim all tax credits and depreciation attributable to leasehold improvements in the Premises. Promptly after Landlord’s demand, Landlord and Tenant will prepare a detailed list of the leasehold improvements and fixtures and their respective costs for which Landlord or Tenant has paid. Landlord will designate those items for which Landlord will claim tax credits and depreciation; Tenant will be entitled to any remaining tax credits and depreciation for leasehold improvements not designated by Landlord.

Landlord’s Initials Tenant’s Initials

19

28.24 Financial Reports. Within fifteen (15) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant, or, failing those, Tenant’s internally prepared financial statements. Tenant will discuss its financial statements with Landlord. Landlord will not disclose any aspect of Tenant’s financial statements which Tenant designates to Landlord as confidential except (a) to Landlord’s lenders or prospective purchasers of the Project, (b) in litigation between Landlord and Tenant, and (c) if required by court order.

28.25 Landlord’s Fees. Whenever Tenant requests Landlord, in writing, to take any action or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for all of Landlord’s reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys’, engineers, or architects’ fees, within ten (10) days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action.

28.26 Binding Effect. The covenants, conditions and agreements contained in this Lease will bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this Lease, their assigns.

SIGNATURES ON THE FOLLOWING PAGE

Landlord’s Initials
     Tenant’s Initials

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LANDLORD:	J. L. Bates, LLC,
	An Arizona Limited Liability Company
	/s/ James Bates
	BY: James Bates
	ITS: Manager
TENANT:	Go Daddy Software, Inc.
	An Arizona Company
	/s/ Robert Parson
	BY: Robert Parsons
	ITS: President

Landlord’s Initials
     Tenant’s Initials

21

FIRST ADDENDUM TO OFFICE LEASE

          THIS FIRST ADDENDUM TO OFFICE LEASE is made and entered into this 23^rd day of November, 2004, by and between J.L. Bates, L.L.C. (“Landlord”) and Go Daddy Software, Inc. (“Tenant”) concerning 39,378 square feet on the second floor of the Office Building located at 2299 W. Obispo Avenue, Gilbert, Arizona. Unless otherwise set forth herein, all capitalized terms used herein shall have the same meaning as set forth in the Office Lease. For purposes of the First Addendum, the term “Premises” shall mean 12,308 square feet. The terms “First Additional Space” and “Second Additional Space” shall have the meanings set forth in Sections 6 and 7 hereof, respectively.

          1. Early Possession Date. Tenant shall take possession of the Premises within fifteen (15) days after Landlord delivers written notice to Tenant that the tenant improvements have been substantially completed and the Premises is ready for occupancy (the “Early Possession Date”). Upon taking possession, Tenant shall sign an acknowledgment, in the form attached hereto as Exhibit “A”, acknowledging the Early Possession Date, Commencement Date and Termination Date.

          2. Commencement Date. Tenant’s obligation to pay Monthly Rent shall begin ninety (90) days after the Early Possession Date (the “Commencement Date”).

          3. Term. The term of the Lease shall be four (4) years and three (3)months, beginning on the Early Possession Date and ending on the four year anniversary of the first full month after the Commencement Date (the “Expiation Date”).

          4. Current Rate. The Monthly Rent shall be due beginning on the Commencement Date, and on the first day of every month thereafter, at the rates set forth on Exhibit

“B”, attached hereto. Monthly Rent due for any partial month shall be calculated on the basis of a thirty (30) day calendar month. The Monthly Rent that is due in any particular month during the Term shall be referred to as the “Current Rate”.

          5. Additional Rent. In addition to the Monthly Rent, as set forth on Exhibit “B”, Tenant agrees to pay the following as Additional Rent: (i) all rent tax, electricity, janitorial and telephone charges for the Premises, First Additional Space and Second Additional Space; (ii) any Overage Amount, as set forth in Section 8 below; and (iii) a portion of the total Operating Expenses for the Office Building that exceeds the total Operating Expenses of the Office Building for the base year (the “Additional Costs”), but not to exceed five percent (5%) in any calendar year. The base year is 2005. When the Tenant is occupying only the Premises, Tenant’s proportionate share of the Additional Costs is 6.82%; when Tenant is occupying the Premise and the First Additional Space, Tenant’s proportionate share of the Additional Costs is 14.32%; when Tenant is occupying the Premises, First Additional Space and Second Additional Space, Tenant’s proportionate share of the Additional Costs is 21.83%. All of these charges (collectively the “Additional Rent”) shall be due on a monthly basis and shall be paid to Landlord with the Monthly Rent.

          6. First Additional Space. Subject to Landlord’s approval, as set forth in Section 9 below, on or before three (3) months following the Commencement Date, Tenant shall pay for an additional thirteen thousand five hundred thirty five (13,535) square feet on the second floor of the Property (the “First Additional Space”), at the Current Rates set forth on Exhibit “B”. Tenant shall have the right to early possession, in which event Tenant shall pay Monthly Rent at the Current Rate.

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          7. Second Additional Space. Subject to Landlord’s approval, as set forth in Section 9 below, on or before nine (9) months following the Commencement Date, Tenant shall pay for an additional thirteen thousand five hundred thirty five (13,535) square feet on the second floor of the Property (the “Second Additional Space”), at the Current Rates set forth on Exhibit “B”. Tenant shall have the right to early possession, in which event Tenant shall pay Monthly Rent at the Current Rate.

          8. Tenants Improvement Allowance. Landlord agrees to pay no more than twenty five dollars ($25.00) per rentable square foot for tenant improvements in the Premises, First Additional Space and Second Additional Space, for a total improvement allowance based on 39,378 square feet, which, at $25,00 per square foot, shall be equal to a total tenant improvement allowance of $984.450.00 (the “Total Improvement Allowance”). In the event the tenant improvements for the Premises, First Additional Space or the Second Additional Space exceed the Total Improvement Allowance, Landlord will advance the costs for such improvements, but in no event in an amount greater than $30.00 per square foot (the “Overage Amount”). The Overage Amount will be due from Tenant and paid, at the election of Tenant: (i) within thirty (30) days after notice from Landlord of the Overage Amount, or (ii) by Landlord amortizing the Overage Amount over the remaining term of the Lease, plus 8%, and be payable monthly by Tenant with the Monthly Rent. The cost of any tenant improvements that exceeds $30.00 per square foot shall be the sole responsibility of the Tenant. Any unused portion of the Total Improvement Allowance shall be credited to Tenant in the from of rent abatement, based on the following schedule: twenty five percent (25%) of the unused portion of the Total Improvement Allowance shall be credited to Tenant on the one, two, three and four year anniversary of the Commencement Date, respectively.

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          Any improvements made to the Premises, First Additional Space or Second Additional Space that are required by law, statute, ordinance or governmental rule or regulation shall not be deducted from Tenant’s Total Improvement Allowance. This includes, but is not limited to, expansion of common area bathrooms and installation of additional stairwells or staircases.

          9. Landlord’s Approval. Prior to Landlord approving any tenant improvements in the Premises, First Additional Space or Second Additional Space, Tenant shall deliver to Landlord copies of all of its current financial statements including, but not limited to, its balance sheet, income statement and any interim financial statements, including year to date totals, and prior years’ audited financial statements (collectively “Financial Statements”). In addition, during the term of this Office Lease, Tenant shall deliver to Landlord, at Landlord’s request, copies of the Financial Statements. Tenant shall not be required to deliver Financial Statements to Landlord more than four (4) times in any calendar year.

          10. Payment To Broker. The total real estate commission due by Landlord to the Broker is 7.5% of the total Base Rent. One-Half (1/2) of the commission will be due upon execution. The balance of the commission due for the Premises and the First Additional Space and Second Additional Space shall be due on the Early Possession Date.

          11. Parking. Landlord shall provide Tenant an overall parking ratio of no less than 6.25 parking spaces per 1,000 square feet of occupancy during the term of the Lease and any lease extension. Fifteen (15) of the spaces shall be marked as reserved and within close proximity to the entrance of the Premises.

          12. Option to Renew. Tenant shall have one (1) three (3) year option to renew at the following rates:

          Year 5:           $ 1.15 per square foot

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Year 6:            $1.18 per square foot

Year 7:            $1.21 per square foot

          In order to exercise this option, Tenant must provide written notice to Landlord no earlier than one year and no later than 180 days prior to the expiration of the Term.

          13. Additional Services.

               A. Backup Power. Landlord will provide to Tenant, at no additional charge, redundant power. Tenant shall have use of excess existing UPS service. Tenant, at its own cost and expense, shall have the right to install an additional UPS system in the current UPS room, and Tenant shall have the right to remove the system within thirty (30) days after expiration of the Term.

               B. Common Areas and Shared Facilities. During the term of the Lease, or any extension thereof, Tenant shall have the right to use the common area conference room on the second floor adjacent to the Premises and the common area cafeteria/break room.

          14. Tenant Representation and Warranty. Tenant represents and warrants that all of its furniture, fixtures and equipment within the Premises, First Additional Space and Second Additional Space will, at all times during the term of this Lease, be owned free and clear and not be subject to any security agreement, financing statement and will not be pledged as security for any purpose.

SIGNATURES ON THE FOLLOWING PAGE

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LANDLORD:				TENANT:
J.L. Bates, L.L.C.			Go Daddy Software Inc.
By:	/s/ [ILLEGIBLE]		By:	/s/ Robert Parsons
	Its:	MANAGER		Its:	President
Grubb & Ellis/BRE Commercial, LLC			CB Richard Ellis
By:	/s/ [ILLEGIBLE]		By:	/s/ [ILLEGIBLE]
	Its:	Senior Associate		Its:	Vice President/Agent

EXHIBITS:

EXHIBIT “A”: Acknowledgement
EXHIBIT “B”: Schedule of Payments

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EXHIBIT “A”

ACKNOWLEDGEMENT

          Go Daddy Software, Inc., Lessee, acknowledges taking possession of the premises located at 2299 W. Obispo Avenue in Gilbert, Arizona on the ______ day of ______ , 200_  (the “Early Possession Date”).

LESSEE:
Go Daddy Software, Inc.
By:
	Its:

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EXHIBIT “B”

SCHEDULE OF PAYMENTS
Go Daddy Software, Inc.

	PHASE 1				PHASE 2				PHASE 3
	12,308 sq ft				13,535 sq ft				13,535 sq ft				MONTHLY
MONTH #	Rate		Amount		Rate		Amount		Rate		Amount		AMOUNT
Month 1		0	$	0.00		0	$	0.00		0	$	0.00	$	0.00
Month 2		0	$	0.00		0	$	0.00		0	$	0.00	$	0.00
Month 3		0	$	0.00		0	$	0.00		0	$	0.00	$	0.00
Month 4		1.03	$	12,677.24		0	$	0.00		0	$	0.00	$	12,677.24
Month 5		1.03	$	12,677.24		0	$	0.00		0	$	0.00	$	12,677.24
Month 6		1.03	$	12,677.24		0	$	0.00		0	$	0.00	$	12,677.24
Month 7		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26,618.29
Month 8		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26,618.29
Month 9		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26,618.29
Month 10		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26.618.29
Month 11		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26,618.29
Month 12		1.03	$	12,677.24		1.03	$	13,941.05		0	$	0.00	$	26,618.29
Month 13		1.03	$	12,677.24		1.03	$	13,941.05		1.03	$	13,941.05	$	40,559.34
Month 14		1.03	$	12,677.24		1.03	$	13,941.05		1.03	$	13,941.05	$	40,559.34
Month 15		1.03	$	12,677.24		1.03	$	13,941.05		1.03	$	13,941.05	$	40,559.34
Month 16		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 17		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 18		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 19		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 20		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 21		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 22		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 23		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 24		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 25		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 26		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740.68
Month 27		1.06	$	13,046.48		1.06	$	14,347.10		1.06	$	14,347.10	$	41,740,68
Month 28		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 29		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 30		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 31		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 32		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 33		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 34		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 35		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 36		1.09	$	13,415.72		1.09	$	14.753.15		1.09	$	14,753.15	$	42,922.02
Month 37		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 38		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 39		1.09	$	13,415.72		1.09	$	14,753.15		1.09	$	14,753.15	$	42,922.02
Month 40		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 41		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 42		1.12	$	13,784,96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 43		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 44		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 45		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 46		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 47		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 48		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 49		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 50		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
Month 51		1.12	$	13,784.96		1.12	$	15,159.20		1.12	$	15,159.20	$	44,103.36
GRAND TOTAL			$	635,092.80			$	656,582.85			$	572,936.55	$	1,864,612.20

Page 1 of 1

SECOND ADDENDUM TO OFFICE LEASE

          THIS SECOND ADDENDUM TO OFFICE LEASE (“Second Addendum”) is made and entered into this 10 ^th day of March, 2006, by and between J.L. Bates, L.L.C. (“Landlord”) and GoDaddy.com, Inc., as successor in interest to Go Daddy Software. Inc. (“Tenant”) concerning 10,642 square feet on the first floor (the “Additional Premises”) of the Building located at 2299 W. Obispo Avenue in Gilbert, Arizona (the “Building”). Unless otherwise set forth herein, all capitalized terms used herein shall have the same meaning as set forth in the Office Lease and First Addendum.

RECITALS:

          WHEREAS, on November 22, 2004, Landlord and Tenant entered into an Office Lease (the “Lease”) concerning 39,378 square feet on the second floor of the Building (the “Original Premises”); and

          WHEREAS, on November 23, 2004, Landlord and Tenant executed the First Addendum to Office Lease (“First Addendum”); and

          WHEREAS, Tenant desires to lease the Additional Premises (10,642 square feet); and

          WHEREAS, Tenant desires additional parking spaces at the Building; and

          WHEREAS, Landlord is willing to lease additional parking spaces to the Tenant, subject to the Landlord’s right to cancel Tenant’s parking privileges for the additional parking spaces, as set forth below; and

          WHEREAS, in order to satisfy the Tenant’s parking requirement, Landlord will be required to construct additional parking at the Building,

          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

          1. Recitals. The Recitals set forth above are incorporated herein by this reference.

          2. Revised Commencement Date. Tenant shall take possession of the Additional Premises within five (5) days after Landlord and Tenant mutually determine in good faith that the tenant improvements have been substantially completed and the Additional Premises is ready for occupancy, but in no event later than five (5) days after the Certificate of Occupancy for the Additional Premises is received by Landlord (the “Revised Commencement Date”). Upon taking possession, Tenant shall sign an acknowledgment, in the form attached hereto as Exhibit “A”, acknowledging the Revised Commencement Date.

          3. Term. The term for the Additional Premises shall be forty eight (48) months, beginning on the first day of the first full month after the Revised Commencement Date and ending on the last day of the forty eighth (48 ^th) month after the Revised Commencement Date (“Revised Expiration Date”); provided, however, in no event shall the Revised Commencement Date be earlier than May 31, 2010. The term for the Original Premises is extended to the Revised Expiration Date. The Monthly Base Rent, Parking Expense and Additional Rent for a partial month shall be paid on a pro rata basis, based on the number of day in the month Tenant is occupying the Additional Premises.

          4.Monthly Base Rent. The Monthly Base Rent for the Additional Premises shall be payable at the same rate as the Original Premises. The Monthly Base Rent for the Original Premises shall be $1.15 per month per square foot for the final year. Attached

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hereto as Exhibit “B” is a revised Monthly Base Rent Schedule through the Revised Expiration Date for both the Original Premises and the Additional Premises.

          5. Parking.

               (a) Landlord shall provide to Tenant 287 parking spaces (the “Base Parking Spaces”) during the term of the Lease and any extension, representing 246 parking spaces for the Original Premises and 41 parking spaces for the Additional Premises;

               (b) In addition to the Base Parking Spaces, beginning on the day following the completion of the Additional Parking and through the Revised Expiration Date, and during any extension of the Lease, Tenant shall lease an additional 170 parking spaces (the “Additional Parking”) at the rate of $4,675.00 per month (the “Parking Expense”), subject to Landlord’s right to cancel some or all of the Additional Parking. In the event the Landlord elects to cancel some or all of the Additional Parking, Landlord shall give Tenant a written notice (the “Recapture Notice”) stating the number of parking spaces that are subject to the Recapture Notice (the “Recaptured Parking”). The Recapture Notice shall be effective ninety (90) days after the date of the Recapture Notice. Landlord shall not be limited in the number of Cancellation Notices it may deliver to the Tenant, but in no event may the total Recaptured Parking exceed the Additional Parking. In the event the Recaptured Parking, or any portion thereof, is no longer needed by Landlord, it shall be made available to the Tenant, at the rate of $27.50 per month per parking space. In the event the Recaptured Parking, or any portion thereof, is no longer needed by Landlord, it shall be re-leased by Tenant, if Tenant elects, at the rate of $27.50 per month per space up to, but not including, the effective date of each Cancellation Notice. Landlord shall give Tenant no less than thirty (30) day’s prior written notice when the Recaptured Parking, or any portion thereof, will be available to Tenant. The Parking

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Expense shall be payable by the Tenant to the Landlord with the Monthly Base Rent and Additional Rent. Landlord and Tenant agree that no commissions to any Broker will be due for the Parking Expense set forth herein.

                    (c) Landlord shall commence with construction of the Additional Parking within ten (10) days of the full execution of this Second Addendum.

          6. Additional Rent. In addition to the Monthly Rent, as set forth on. Exhibit “B” and the Parking Expense, Tenant agrees to pay the following as Additional Rent: (i) all rent tax ; (ii) all electricity and water charges and expenses directly associated with Tenant’s occupancy of the Additional Premises and the Original Premises (the “Agreed Expenses”); (iii) an excise fee equal to four percent (4%) of the Agreed Expenses; (iv) a management fee equal to four percent (4%) of the Monthly Base Rent for the Additional Premises, (v) any Overage Amount, as set forth in Section 7 below; and (vi) a portion of Landlord’s Operating Expenses for the Building, as set forth in subsection (b) below. The Agreed Expenses shall equal to amount obtained by, using the applicable month from 2002, (x) subtracting the 2002 applicable month’s kilowatt hours or gallons, as applicable, used from the current month’s kilowatt hours or gallons used, (y) dividing the difference by the current month’s kilowatt hours or gallons used, and (z) multiplying that fraction by the total bill for the current month that exceeds the total Operating Expenses of the Building for the base year (the “Additional Costs”). The “Additional Rent” shall be due on a monthly basis and shall be paid to Landlord with the Monthly Base Rent and Parking Expense.

     (b) Except as set forth in this Section 6, in connection with the Original Premises and the Additional Premises, Tenant agrees to pay 27.18% of Landlord’s Operating Expenses over the base year expenses, using 2005 as the base year. For purposes of this subsection (b),

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Landlord’s Operating Expenses shall include all expenses associated with the operation of the Building, but not include the Agreed Expenses or the management fee set forth in subsection (a) above.

     (c) Notwithstanding anything to the contrary in this Addendum, the Lease or the First Addendum, in the event that Tenant’s Agreed Expenses increase by more than five percent (5%) from the previous month and an additional tenant has either begun occupancy or increased occupancy in the Building, then Tenant shall have the right to require that Landlord bills such additional tenant for the increase (the “New Tenant Cost”). Tenant shall have no obligation to pay the New Tenant Cost to Landlord. The New Tenant Cost shall be calculated by (i) obtaining the average of the same expense or charge from, as applicable, either the previous three (3) months or, if after December 31, 2007, then the previous six (6) months (the “Old Cost”) and (ii) subtracting that average from the current month’s charge. The difference shall be the New Tenant Cost. Such additional tenant shall continue to pay the New Tenant Cost until the increase between the Old Cost and the New Tenant Cost is less than five percent (5%).

     (d) Currently, Landlord is responsible for trash removal, which occurs two (2) times per week. In the event that trash accumulation requires Landlord to increase removal to three (3) times per week, then Tenant shall be responsible for the additional costs associated solely with the additional removal per week, provided such costs are disclosed and approved by Tenant, in Tenant’s reasonable discretion. In the event an additional tenant has either begun occupancy or increased occupancy in the Building, then Tenant and such additional tenant shall ratably share the additional trash removal costs, in accordance with the total square footage of their premises.

          7. Tenant’s Improvement Allowance. Landlord agrees to pay no more than twenty five dollars ($25.00) per rentable square foot for tenant improvements in the

5

Additional Premises, for a total improvement allowance of $266,050.00 (the “Additional Total Improvement Allowance”). In the event the tenant improvements for the Additional Premises exceed the Additional Total Improvement Allowance, Landlord will advance the costs for such improvements, but in no event in an amount greater than a total of $30.00 per square foot (the “Overage Amount”). The Overage Amount will be due from Tenant and paid, at the election of Tenant: (i) within thirty (30) days after notice from Landlord of the Overage Amount, or (ii) by Landlord amortizing the Overage Amount over the remaining term of the Lease, plus 8%, and be payable monthly by Tenant with the Monthly Rent. The cost of any tenant improvements that exceeds a total of $30.00 per square foot shall be the sole responsibility of the Tenant. Any unused portion of the Additional Total Improvement Allowance shall be credited to Tenant in the from of rent abatement, based on the following schedule: twenty five percent (25%) of the unused portion of the Additional Total Improvement Allowance shall be credited to Tenant on the one, two, three and four year anniversary of the Revised Commencement Date, respectively.

          8. Second Floor Bathrooms. Notwithstanding anything to the contrary in this Second Addendum, the Lease or the First Addendum, Tenant shall be responsible for the cleaning and stocking of the one (1) men’s and one (1) women’s bathrooms located on the second floor of the Building and located outside of the Original Premises. In the event that Tenant’s costs increase by more than five percent (5%) and an additional tenant has either begun occupancy or increased occupancy, then the calculations contained in Section 6(c) shall be used to calculate such tenant’s costs, as set forth in Section 6(c).

          9. Option to Renew. Tenant shall have one (1) three (3) year option to renew at the following rates:

          June 1, 2010:                     $1.18 per square foot per month ($59,023.60)

6

          June 1, 2011:                      $1.21 per square foot per month ($60,524.20)

          June 1, 2012:                     $1.24 per square foot per month ($62,024.80)

          In order to exercise this option, Tenant must provide written notice to Landlord no earlier than one year and no later than 180 days prior to the Revised Expiration Date. This option shall apply only if Tenant exercises its right renew for both the Original Premises and Additional Premises.

          In all other respects, Landlord and Tenant hereby affirm and ratify the Lease and First Addendum.

          Dated this 10^th Day of MARCH, 2006.

LANDLORD:			TENANT:
J.L. Bates, L.L.C.			GoDaddy.com, Inc., an Arizona corporation
By:	/s/ [ILLEGIBLE]		By:	/s/ Robert Parsons
	Its:	Manager		Its:	CEO

          GRUBB & ELLIS/BRE COMMERCIAL, LLC, and CB RICHARD ELLIS hereby agree that the Landlord shall not be obligated to pay any commissions with respect to any payments by the Tenant for the Parking Expense set forth in Section 5 above.

7

GRUBB & ELLIS BRE COMMERCIAL, LLC		CB RICHARD ELLIS
By:		By:
	Its:		Its:

Acknowledgement of Guarantor.

          Go Daddy Group, Inc., an Arizona corporation, hereby acknowledges its receipt and review of the First Addendum to Office Lease, dated November 23, 2004, and Second Addendum to Office Lease, dated___, 2006 and further represents and warrants that the Continuing Guaranty of Office Lease is hereby affirmed and ratified and the undersigned Guarantor shall continue to guaranty all obligations of Tenant pursuant to the Lease, First Addendum to Office Lease and Second Addendum to Office Lease.

GO DADDY GROUP, INC,
an Arizona corporation

By:	/s/ Robert Parsons
	Its:	CEO & Founder

8

EXHIBIT “B”
Payment Schedule

				PHASE 1		PHASE 2		PHASE 3		[Illegible]		1st Floor			GRAND TOTAL
		sq. ft:		12,308		13,535		13,535		additional		10,642			[Illegible]
MONTHS	DATE	RATE		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		GRAND TOTAL
Months 1	Mar-05		—		—		—		—		—		—			—
Months 2	Apr-05		—		—		—		—		—		—			—
Months 3	May-05		—		—		—		—		—		—			—
Months 4	Jun-05		1.03		12,254.67		—		—		4,806.66		—			17,061.33
Months 5	Jul-05		1.03		12,677.24		—		—		4,806.66		—			17,483.90
Months 6	Aug-05		1.03		12,677.24		—		—		4,806.66		—			17,483.90
Months 7	Sep-05		1.03		12,677.24		13,941.05		—		4,806.66		—			31,424.95
Months 8	Oct-05		1.03		12,677.24		13,941.05		—		4,806.66		—			31,424.95
Months 9	Nov-05		1.03		12,677.24		13,941.05		—		4,806.66		—			31,424.95
Months 10	Dec-05		1.03		12,677.24		13,941.05		—		4,806.66		—			31,424.95
Months 11	Jan-06		1.03		12,677.24		13,941.05		13,941.00		4,806.66		—			45,366.00
Months 12	Feb-06		1.03		12,677.24		13,941.05		13,941.06		4,806.66		—			45,366.00
Months 13	Mar-06		1.03		12,677.24		13,941.05		13,941.06		4,806.66		—			45,366.00
Months 14	Apr-06		1.03		12,677.24		13,941.05		13,941.06		4,806.66		—			45,366.00
Months 15	May-06		1.03		12,677.24		13,941.05		13,941.06		4,806.66		—			45,366.00
Months 16	Jun-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 17	Jul-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 18	Aug-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 19	Sep-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 20	Oct-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 21	Nov-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 22	Dec-06		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 23	Jan-07		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 24	Feb-07		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 25	Mar-07		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 26	Apr-07		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 27	May-07		1.06		13,046.48		14,347.10		14,347.10		4,806.66		11,280.52			57,827.86
Months 28	Jun-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 29	Jul-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 30	Aug-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 31	Sep-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 32	Oct-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 33	Nov-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 34	Dec-07		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 35	Jan-08		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 36	Feb-08		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 37	Mar-08		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 38	Apr-08		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 39	May-08		1.09		13,415.72		14,753.15		14,753.15		4,806.66		11,599.78			59,328.46
Months 40	Jun-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 41	Jul-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 42	Aug-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 43	Sep-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 44	Oct-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 45	Nov-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 46	Dec-08		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 47	Jan-09		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 48	Feb-09		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 49	Mar-09		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 50	Apr-09		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 51	May-09		1.12		13,784.96		15,159.20		15,159.20		4,806.66		11,919.04			60,829.06
Months 52	Jun-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 53	Jul-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 54	Aug-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 55	Sep-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 56	Oct-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 57	Nov-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 58	Dec-09		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 59	Jan-10		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 60	Feb-10		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 61	Mar-10		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00
Months 62	Apr-10		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30			57,523.00

9

				PHASE 1		PHASE 2		PHASE 3		[Illegible]		1st Floor			GRAND TOTAL
		sq. ft:		12,308		13,535		13,535		additional		10,642			[Illegible]
MONTHS	DATE	RATE		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		Amount [Illegible]		GRAND TOTAL
Months 63	May-10		1.15		14,154.20		15,565.25		15,565.25		—		12,238.30		$	7,523.00
GRAND TOTAL					804,520.63		843,366.85		787,601.65		230,719.68		564,451.68			3,230,659.49

INITIALS:	INITIALS:
/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
J.L. BATES, LLC	GO DADDY

10

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE GO DADDY GROUP, INC.

	JURISDICTION OF
COMPANY NAME	INCORPORATION/ORGANIZATION
GoDaddy.com, Inc.	Arizona
Wild West Domains, Inc.	Arizona
Blue Razor Domains, Inc.	Arizona
Starfield Technologies, Inc.	Arizona
Standard Tactics, LLC*	New Mexico
Go Australia Domains, Inc.*	Arizona
Go China Domains, Inc.*	Arizona
Go Italy Domains, Inc.*	Arizona
Go Canada Domains, Inc.*	Arizona
Go France Domains, Inc.*	Arizona
Special Domains Services, Inc.	Arizona
Domains by Proxy, Inc.*	Arizona

*  Wholly-owned subsidiary of Special Domains Services, Inc.

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated May 12, 2006, in the Registration Statement (Form S-1) and related Prospectus of The Go Daddy Group, Inc. for the registration of shares of its Class A common stock.

/s/ Ernst & Young LLP

Phoenix, Arizona
May 12, 2006