VeriSign (VRSN)

1. SALE OF TRANSFERRED ASSETS; RELATED TRANSACTIONS.

1.1 Sale of Transferred Assets. Subject to Section 1.2, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchasers and/or (at Purchaser’s discretion) an affiliate of Purchasers, at the Closing, the following properties, rights, interests and tangible and intangible assets, whether existing as of the date of this Agreement or acquired during the Pre-Closing Period and whether owned by Seller or a Subsidiary of Seller (the “Transferred Assets”), on the terms and subject to the conditions set forth in this Agreement:

(a) Patents and Patent Applications: All of the patents, patent applications and patent rights to inventions that are identified on Schedule 1.1(a), and any counterparts, reissues, divisions, extensions, continuations and continuations in part of, and any other patents claiming priority from, any of the foregoing, in each case in any jurisdiction in the world (the patents, patent applications, patent rights to inventions, counterparts, reissues, divisions, extensions, continuations and continuations in part of, and any other patents claiming priority from, any of the foregoing referred to in this Section 1.1(a) being referred to in this Agreement as the “Transferred Patents”).

(b) Trademarks, Tradenames and Service Marks: All of the tradenames, trademarks, service marks and other marks (including brand names, product names, logos, and slogans) and applications therefor that are identified on Schedule 1.1(b) and all rights therein (the tradenames, trademarks and service marks and rights therein referred to in this Section 1.1(b) being referred to as the “Transferred Marks”).

(c) Domain Names: All of the domain name registrations and uniform resource locators (“URLs”) that are identified on Schedule 1.1(c) and all rights therein (the domain name registrations, URLs and rights therein referred to in this Section 1.1(c) being referred to as the “Transferred Domain Names”).

(d) Other Intellectual Property and Intellectual Property Rights: All of the Intellectual Property and Intellectual Property Rights (other than: (i) patents, patent applications, patent rights and rights in patentable inventions; (ii) tradenames, trademarks, service marks and other marks (including brand names, product names, logos, and slogans) and applications therefor and rights therein; and (iii) domain names, URLs and rights therein) that are owned by Seller or any Subsidiary of Seller and necessary for the conduct of, or that are primarily used in or held for use for, the Business, including the Intellectual Property and Intellectual Property Rights referred to in Schedule 1.1(d) (the Transferred Patents, Transferred Marks and Transferred Domain Names, together with the Intellectual Property and Intellectual Property Rights referred to in this Section 1.1(d), being referred to in this Agreement as the “Transferred IP”).

(e) Customer/Merchant Base: All contact information, files and other data possessed by Seller or any of Seller’s Subsidiaries to the extent related to the direct customers, merchants, reseller partners and processors of the Business that have not Opted Out and all Cleansed Data (but not any other information or data) contained or included in Seller’s Pay 1 database (whether or not the direct customer, merchant, reseller partner or processor linked to such Cleansed Data has Opted Out).

(f) Fixed Assets: All computer equipment and other tangible assets of Seller or any Subsidiary of Seller identified on Schedule 1.1(f) (the tangible assets referred to in this Section 1.1(f) being referred to in this Agreement as the “Transferred Fixed Assets”); provided, however, that unless the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the tangible assets identified in Part 2.4 of the Disclosure Schedule (the “Australian Fixed Assets”) shall not be included in the Transferred Fixed Assets.

(g) Contracts: All rights of Seller or any Subsidiary of Seller under: (i) the Seller Contracts identified on Schedule 1.1(g)(i) (the “Shared Seller Contracts”) to the extent that such rights relate to the Business or any Business Offering; (ii) the Seller Contracts related to the Business that are merchant agreements and that Seller or any Subsidiary of Seller has entered into pursuant to the corresponding Standard Form Agreement (as defined in Section 2.5(b)), other than the Shared Seller Contracts (the “Standard Merchant Agreements”); (iii) the Seller Contracts related to the Business that are confidentiality agreements, employee proprietary information and invention assignment agreements or similar agreements, to the extent that such rights relate to the Business or the Transferred Assets; (iv) the Seller Contracts identified on Schedule 1.1(g)(iv) (the “Other Business Contracts”); (v) the Seller Contracts related to the Business that are entered into by Seller or any Subsidiary of Seller during the Pre-Closing Period in compliance with Sections 4.2(d) and 4.2(e); (vi) the Seller Contracts related to the Business that are entered into by Seller or any Subsidiary of Seller during the Pre-Closing Period that, in the timeframe contemplated by the parenthetical clause at the end of Section 1.2(d), Purchaser notifies Seller at any time (either before or after the Closing) are to be included in the Transferred Assets; (vii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the Seller Contracts identified on Schedule 1.1(g)(vii) to the extent that such rights relate to the Business or any Business Offering (the “Australian Contracts”); and (viii) the Seller Contracts, if any, and to the extent the rights under such Seller Contracts are assignable in whole or in part without further payment, liability or obligation on behalf of Seller, that are either (A) license agreements for the operating systems on the data center hardware and development and quality assurance hardware that are included in the Transferred Fixed Assets, or (B) service contracts, extended warranties, and other similar agreements for the data center hardware and development and quality assurance hardware that are included in the Transferred Fixed Assets.

(h) Claims: All Claims (including Claims for past infringement of Transferred IP) of Seller or any Subsidiary of Seller against other Persons relating to the Transferred Assets (regardless of whether or not such Claims have been asserted by Seller or any Subsidiary of Seller), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery related to the Transferred Assets possessed by Seller or any Subsidiary of Seller (regardless of whether such rights are currently exercisable).

(i) Promotional Materials, Records, Etc.: All advertising and promotional materials, and all books (including log books), records, files, data, notebooks, research reports, computer databases, and computer email archives, including programming diagrams, development documentation, specifications and specification negotiations, written customer configurations, written financial arrangements, security documentation and certifications, and related third party information (collectively, “Records”), in each case that are necessary for the conduct of, or are primarily used in or held for use for, the Business and in each case excluding personally identifiable data for any Transferred Customer (as defined in Section 9.3(a)) that has Opted Out (the “Transferred Records”).

(j) Post-Closing Revenue: All rights of Seller or any Subsidiary of Seller to recognize revenues following the Closing Date under or pursuant to any Seller Contract that is assumed by Purchaser hereunder.

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(k) Goodwill: All goodwill of the Business.

1.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the parties agree that neither Seller nor any Subsidiary of Seller is selling, assigning, transferring, conveying or delivering (nor does Seller or any such Subsidiary have any obligation to assign, transfer, convey or deliver) to Purchasers or an affiliate of Purchasers, and the Transferred Assets shall not include, any assets that are not Transferred Assets (the “Excluded Assets”). For greater clarity, the Excluded Assets include:

(a) the assets specifically identified on Schedule 1.2(a);

(b) all rights, interests and claims of Seller under this Agreement, the Transactional Agreements to which Seller is a party and any other agreements between Seller and any of its Subsidiaries and Parent or Purchaser and any of its affiliates;

(c) all corporate minutes and stock books of account of Seller and its Subsidiaries, blank stock certificates, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals and other documents relating to the organization, maintenance and existence of Seller and its Subsidiaries as a corporation;

(d) all Seller Contracts relating to the Business entered into during the Pre-Closing Period in violation of Section 4.2(d) or Section 4.2(e), unless, prior to the Closing, Purchaser notifies Seller in writing that such Seller Contract is a Transferred Asset (it being understood that if during the Pre-Closing Period Seller or any Subsidiary of Seller enters into a Seller Contract relating to the Business in violation of Section 4.2(d) or Section 4.2(e), then notwithstanding this clause “(d)” or clause “(e)” of this Section 1.2, Purchaser shall be entitled (but not required) to designate such Seller Contract as a Transferred Asset at any time (either before or after the Closing) within 10 days after Seller provides Purchaser with a copy of such Seller Contract and notifies Purchaser that such Seller Contract was entered into during the Pre-Closing Period in violation of Section 4.2(d) or Section 4.2(e));

(e) all contracts, agreements, arrangements, commitments and undertakings to which Seller or its Subsidiaries are a party or is bound or to which its assets are subject that are not described in Section 1.1(g);

(f) any cash, cash equivalents, receivables or amounts invoiced (other than amounts invoiced in advance of the scheduled billing date therefor) that have not yet been recorded as receivables of Seller relating to the Business that exist or are accrued prior to or as of the Closing Date;

(g) all rights of recovery related to the receivables and other amounts described in Section 1.2(f);

(h) all assets or rights that relate to the Employee Plans of Seller;

(i) any Contracts, assets or rights that are necessary for the conduct of, or that are primarily used in or held for use for, Seller’s payment and billing services as part of Seller’s prepaid, postpaid and content business within Seller’s communications business, other than any Contracts, assets or rights included in the Seller Business Software that is included in the Transferred Assets, the Transferred Patents, the Transferred Marks, the Transferred Domain Names, the Transferred Fixed Assets, the Shared Seller Contracts, the Standard Merchant Contracts, the Other Business Contracts or the Australian Contracts;

(j) all Governmental Authorizations; and

(k) if the Seller Contract identified in item #1 on Schedule 4.10 has not been amended as set forth on Schedule 4.10 prior to the Closing, the Australian Contracts and the Australian Fixed Assets.

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