VeriSign (VRSN)

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT.

Each of Purchaser and Parent represents and warrants, to and for the benefit of Seller, as follows:

3.1 Due Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 Authority. Each of Parent and Purchaser has the corporate right, power and authority to enter into and to perform its obligations under each Transactional Agreement to which it is or may become a party, and the execution and delivery by Purchaser and Parent of each Transactional Agreement to which it is or may become a party has been duly authorized by all necessary corporate action on the part of Purchaser, Parent and each of their respective boards of directors.

3.3 Binding Nature of Agreements. Assuming the due authorization, execution and delivery by Seller, this Agreement constitutes a legal, valid and binding obligation of Purchaser and Parent, enforceable against Purchaser and Parent in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution by Purchaser and Parent of each other Transactional Agreement to which it is a party, such Transactional Agreement will constitute a legal, valid and binding obligation of Purchaser or Parent, as the case may be, and will be enforceable against Purchaser or Parent, as the case may be, in accordance with their respective terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.

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3.4 Financing. As of the Effective Time, Parent and/or Purchaser will have sufficient cash, available lines of credit or other sources of readily available funds to enable it to pay all cash amounts required to be paid as Consideration in the Transactions.

3.5 Proceedings; Orders. There is no pending Proceeding to which Purchaser or Parent is a party or a participant (other than if it is participating in such Proceeding solely as a witness), and, to the knowledge of Parent, no Person has threatened to commence any Proceeding to which Purchaser or Parent is a party or participant (other than if it is participating in such Proceeding solely as a witness) that challenges, or that would reasonably be expected to have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, any of the Transactions. To the knowledge of Parent, there is no proposed Order that, if issued or otherwise put into effect: (i) would reasonably be expected to have a material adverse effect on the ability of Purchaser or Parent to comply with or perform any of their respective covenants or obligations under any of the Transactional Agreements; or (ii) would reasonably be expected to have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with any of the Transactions.

3.6 Non-Contravention; Consents. Assuming compliance with the HSR Act and any applicable foreign Antitrust Laws, neither the execution and delivery by Purchaser of any of the Transactional Agreements, nor the consummation by Purchaser of any of the Transactions, will (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation or bylaws of Purchaser; or (ii) any resolution adopted by the stockholders, board of directors or any committee of the board of directors of Purchaser; or

(b) contravene, conflict with or result in a material violation of any Legal Requirement or any Order to which Purchaser is subject.

Except as may be required by Antitrust Laws, or, if Purchaser makes the Stock Payment Election, as contemplated by the Registration Rights Agreement (as defined in Section 6.4(d)), neither Purchaser nor Parent is and will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery by Purchaser of any of the Transactional Agreements or the consummation or performance by Purchaser of any of the Transactions.

3.7 SEC Filings; Financial Statements. If and only if Purchaser makes the Stock Payment Election, Parent represents and warrants as follows:

(a) Parent has delivered to the Company (or made available on the SEC website) accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with, or Parent Certifications (as defined below) filed or furnished by Parent with or to, the SEC since January 1, 2004, including all amendments thereto (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by Parent with or to the SEC since January 1, 2004 have been so filed or furnished on a timely basis. As of the time it was filed with or furnished to the SEC: (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Parent SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) (collectively, the “Parent Certifications”) is accurate and complete, and complied as to form and content with all applicable Legal Requirements in effect at the time such Parent Certification was filed with or furnished to the SEC.

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(b) The consolidated financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby.

3.8 Valid Issuance. If and only if Purchaser makes the Stock Payment Election, the Parent Common Stock to be issued in the Transactions will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable.