VeriSign (VRSN)

Amendments

12. THIS COURT ORDERS that Certicom is authorized, in the manner contemplated by the Arrangement Agreement, to make such amendments, revisions and/or supplements to the Arrangement and Plan of Arrangement as it may determine are appropriate, without any additional notice to the Shareholders, the Optionholders, or any other person, and the Arrangement and the Plan of Arrangement as so amended, revised and/or supplemented, shall be the Arrangement and Plan of Arrangement submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. If such amendment, modification or supplement is made following the Meeting it shall be subject to approval by this Honourable Court at the hearing for the Final Order.

Amendments

The board may terminate or amend the 2006 Plan, provided that no action may be taken by the board (except those described in “Adjustments”) without stockholder approval to:

(1) Increase the number of shares that may be issued under the 2006 Plan;

(2) Permit the repricing of outstanding stock options or stock appreciation rights under the 2006 Plan;

(3) Extend the term of the 2006 Plan;

(4) Expand the class of persons eligible to participate in the 2006 Plan; or

(5) Otherwise implement any amendment to the 2006 Plan required to be approved by stockholders under NASDAQ rules.