VeriSign (VRSN)

2.3 Financial Statements; Customers; Services.

(a) Seller has delivered to Purchaser (i) the unaudited statement of revenues and expenses of the Business for the year ended December 31, 2004, (ii) the unaudited statement of revenues and expenses of the Business for the eight months ended August 31, 2005; and (iii) the unaudited list of fixed assets of the Business as of August 31, 2005 (the financial statements referred to in clauses “(i),” “(ii)” and “(iii)” of this sentence being collectively referred to as the “Business Unit Financial Statements”). The revenues, direct expenses and fixed assets included in the Business Unit Financial Statements were prepared in accordance with generally accepted accounting principles in the United States. The Business Unit Financial Statements have been prepared with due care in accordance with the books and records of Seller. The Business Unit Financial Statements present fairly in all material respects the revenues, direct expenses and fixed assets of the Business for the relevant periods referred to above. Seller has delivered to Purchaser the unaudited statement of revenues and expenses (in Australian dollars) for Seller’s Australian payments business for the nine months ended September 30, 2005 (the “Australian Statement”). The revenues and direct expenses included in the Australian Statement were prepared in accordance with generally accepted accounting principles in Australia. The Australian Statement has been prepared with due care in accordance with the books and records of VeriSign Australia Limited. The Australian Statement presents fairly in all material respects the revenues and direct expenses of the Business as conducted by VeriSign Australia Limited for the nine months ending September 30, 2005. The Business Unit Financial Statements do not contain all corporate expenses, taxes and intercompany charges.

(b) Part 2.3(b)(i) of the Disclosure Schedule provides an accurate and complete listing of the revenues received by Seller and its Subsidiaries from the top 25 customers (including merchants, resellers, distributors and referral partners) of the Business (based on total revenues received by Seller and its Subsidiaries related to the Business) with respect to the Business Offerings in fiscal year ended December 31, 2004 and in the eight months ended August 31, 2005. Other than as identified on Part 2.3(b)(ii) of the Disclosure Schedule, since January 1, 2005, neither Seller nor any of its Subsidiaries has received any written notice or, to the Knowledge of Seller, any other communication indicating that any such top 25 customer of the Business intends or expects to cease being a customer of the Business or to materially reduce the volume of such customer’s business below the volume thereof during fiscal year 2004 and fiscal year 2005 (calculated on an annualized basis).

2.4 Title to Certain Transferred Assets. Seller (or the Subsidiary of Seller identified in Part 2.4 of the Disclosure Schedule) owns, and has good and valid title to, all of the Transferred Assets, free and clear of any Encumbrances, other than Permitted Encumbrances (it being understood that no representation or warranty is being made in this Section 2.4 with respect to any Transferred IP). Except as specifically identified in Part 2.4 of the Disclosure Schedule, no Subsidiary or other affiliate of Seller owns (or has any rights with respect to) any of the Transferred Assets. To the extent that any of the Transferred Assets are located or owned by an Entity located outside the United States, the part of the Disclosure Schedule that identifies such Transferred Asset also identifies the location of such Transferred Asset and the Entity that owns such Transferred Asset.