VeriSign (VRSN)

5.1 Accuracy of Representations.

(a) The representation and warranty made by Seller in the final sentence of Section 2.9 shall have been accurate in all respects as of the date of this Agreement, and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date.

(b) All of the representations and warranties made by Seller in this Agreement shall have been accurate in all material respects as of the date of this Agreement (without giving effect to any materiality or similar qualifications contained or incorporated in, and limiting the scope of, such representations and warranties), and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (without giving effect to any materiality or similar qualifications contained or incorporated in, and limiting the scope of, such representations and warranties).

5.2 Performance of Obligations. All of the covenants and obligations that Seller is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

5.3 Consents. All Consents identified on Schedule 5.3, shall have been obtained and shall be in full force and effect.

5.4 No Business Material Adverse Effect. There shall have been no Business Material Adverse Effect since the date of this Agreement, and no event shall have occurred and no condition or circumstance shall exist that would reasonably be expected to give rise to a Business Material Adverse Effect.

5.5 Antitrust Matters. (a) The waiting period applicable to the consummation of the sale of the Transferred Assets under the HSR Act and under any applicable foreign antitrust or competition law or regulation or

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other similar foreign Legal Requirement shall have expired or been terminated, and there shall not be in effect any voluntary agreement between Purchaser or Seller on the one hand and the Federal Trade Commission, the Department of Justice or any similar applicable foreign Governmental Body pursuant to which Purchaser or Seller has agreed not to consummate the sale of the Transferred Assets for any period of time; and (b) any Governmental Authorization or other Consent required to be obtained with respect to the sale of the Transferred Assets under any applicable antitrust or competition law or regulation or other similar Legal Requirement shall have been obtained and shall remain in full force and effect, and no such Governmental Authorization or other Consent so obtained shall require, contain or contemplate any term, limitation, condition or restriction that would reasonably be expected to be materially burdensome to Purchasers, Parent or any of their respective affiliates.

5.6 Documents. Purchaser shall have received the following documents, each of which shall be in full force and effect:

(a) a Transition Services Agreement, in substantially the form of Exhibit E (the “Transition Services Agreement”), duly executed by Seller;

(b) a License Agreement, in substantially the form of Exhibit F (the “License Agreement”), duly executed by Seller;

(c) a Noncompetition Agreement, in substantially the form of Exhibit G (the “Noncompetition Agreement”), duly executed by Seller;