VeriSign (VRSN)

7. TERMINATION.

7.1 Termination Events. This Agreement may be terminated prior to the Closing:

(a) by the mutual written consent of Purchaser and Seller;

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(b) by Purchaser if the Closing has not taken place on or before January 31, 2006; provided, however, that Purchaser shall not be permitted to terminate this Agreement pursuant to this Section 7.1(b) if the failure to consummate the transactions contemplated by this Agreement by January 31, 2006 is caused by a breach by Purchaser or Parent of any covenant or obligation in this Agreement required to be performed by Purchaser or Parent at or prior to the Closing;

(c) by Seller if the Closing has not taken place on or before January 31, 2006; provided, however, that Seller shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c) if the failure to consummate the transactions contemplated by this Agreement by January 31, 2006 is caused by a breach by Seller of any covenant or obligation in this Agreement required to be performed by Seller at or prior to the Closing;

(d) by either Purchaser or Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions;

(e) by Purchaser if: (i) any of Seller’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), such that the condition set forth in Section 5.1 would not be satisfied; or (ii) any of Seller’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 5.2 would not be satisfied; provided, however, that Purchaser may not terminate this Agreement under this Section 7.1(e) on account of an inaccuracy in Seller’s representations and warranties, or on account of a breach of a covenant by Seller unless such inaccuracy or breach (if curable) is not cured by Seller within 30 calendar days after receiving written notice from Purchaser of such inaccuracy or breach; or

(f) by Seller if: (i) any of the representations and warranties of Purchaser contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), such that the condition in Section 6.1 would not be satisfied; or (ii) if any of the covenants of Purchaser contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that Seller may not terminate this Agreement under this Section 7.1(f) on account of an inaccuracy in the representations and warranties of Purchaser or Parent or on account of a breach of a covenant by Purchaser or Parent unless such inaccuracy or breach (if curable) is not cured by Purchaser within 30 calendar days after receiving written notice from Seller of such inaccuracy or breach.

7.2 Termination Procedures. If Purchaser wishes to terminate this Agreement pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(e), Purchaser shall deliver to Seller a written notice stating that Purchaser is terminating this Agreement and setting forth a brief description of the basis on which Purchaser is terminating this Agreement. If Seller wishes to terminate this Agreement pursuant to Section 7.1(c), Section 7.1(d) or Section 7.1(f), Seller shall deliver to Purchaser a written notice stating that Seller is terminating this Agreement and setting forth a brief description of the basis on which Seller is terminating this Agreement.

7.3 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that: (a) no party shall be relieved of any obligation or other Liability arising from any breach by such party of any provision of this Agreement; and (b) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Sections 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, and 10.17.

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