PROMISSORY NOTE SECURED BY DEED OF TRUST

Exhibit 10.16

PROMISSORY NOTE SECURED BY DEED OF TRUST
(Facility 1 — Acquisition Loan)

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.

      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.

      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 othe