VeriSign (VRSN)

4. PRE-CLOSING COVENANTS.

4.1 Access and Investigation. During the Pre Closing Period Seller shall: (a) provide Purchaser and its Representatives with reasonable access during normal business hours to: (i) the Representatives, personnel and assets of Seller and the Subsidiaries of Seller to the extent such Representatives, and personnel and assets relate to the Business and the Transferred Assets; and (ii) to all existing books, records, work papers and other documents and information to the extent relating to the Business and the Transferred Assets; (b) provide Purchaser and its Representatives with such copies of existing books, records, work papers and other documents and information to the extent relating to the Business and the Transferred Assets as Purchaser may reasonably request; and (c) Seller and its Representatives use commercially reasonable efforts to compile and provide Purchaser and its Representatives with such additional financial, operating and other data and information relating to the Business and the Transferred Assets as Purchaser may reasonably request, provided that such requested data and information is substantially similar to the type of data and information compiled by Seller or any Subsidiary of Seller prior to the date of this Agreement or during the Pre-Closing Period.

4.2 Operation of Business. Unless Seller shall receive the prior written consent of Purchaser, Seller shall, and shall cause its Subsidiaries to, during the Pre-Closing Period, comply with the following covenants as they relate to the Business and the Covered Assets:

(a) Seller and each of its Subsidiaries conducts the operations of the Business in the ordinary course of business and consistent with past practices, except for actions taken by Seller that are immaterial in all respects;

(b) Seller and each of its Subsidiaries uses all commercially reasonable efforts to: (i) keep available the services of the current Business Employees; and (ii) maintain its relations and goodwill with all suppliers, customers, licensors, licensees or independent contractors of the Business, all Business Employees and all other Persons having business relationships with the Business;

(c) Seller and each of its Subsidiaries reasonably promptly repairs, restores or replaces any Transferred Fixed Assets that are destroyed or damaged;

(d) neither Seller nor any Subsidiary of Seller sells, transfers, leases, licenses or otherwise disposes of or encumbers any of the Covered Assets, other than as set forth in Section 4.2(e);

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(e) neither Seller nor any Subsidiary of Seller: (i) licenses, sells or otherwise makes available any Business Offering to any Person, other than in the ordinary course of business consistent with past practice and on terms consistent with the corresponding Standard Form Agreement; (ii) enters into any Contract relating to the Business, other than Contracts with respect to the sale of Business Offerings or the provision of services in the ordinary course of business consistent with past practice and on terms consistent with the corresponding Standard Form Agreement; or (iii) amends or terminates any Seller Contract the rights under which are included in the Covered Assets, or waives, either orally or in writing and in a manner that is legally binding on Seller or any Subsidiary of Seller, any material right under any Seller Contract the rights under which are included in the Covered Assets;

(f) neither Seller nor any Subsidiary of Seller: (i) declares or pays any bonus or declares or makes any cash incentive payment or similar payment to, or increases the amount of the wages, salary, commissions, benefits or other compensation (including equity and equity-based compensation) or remuneration payable to, or accelerates any benefits available to, any of the Business Employees that are intended to become employees of Purchaser after the Closing without the prior written consent of Purchaser not to be unreasonably withheld (except that Seller: (A) may provide routine compensation increases to employees in the ordinary course of business and in accordance with past practices in connection with Seller’s customary employee review process; (B) may make customary bonus payments consistent with past practices in accordance with bonus and profit sharing plans existing on the date of this Agreement);

(g) neither Seller nor any Subsidiary of Seller commences or settles any Proceeding relating to the Business, other than Proceedings that do not involve or affect any of the Transferred Assets;

(h) neither Seller nor any Subsidiary of Seller takes any action or allows any action to be taken by Seller or any Subsidiary of Seller or enter into any transaction that would reasonably be expected to materially delay or interfere with the consummation of the Transactions;

(i) Seller obtains: (A) all Velocity Consents (as such term is defined in Section 3.5 of the Transition Services Agreement); and (B) any Consents necessary to enable Seller to continue to use any Intellectual Property or Intellectual Property Rights of any third party required to be used by Seller to provide the services that Seller is or may be obligated to provide under the Transition Services Agreement;

(j) each of Seller and its Subsidiaries dedicates at least the same level of resources to the sales and marketing efforts relating to the Business as it did during the first two quarters of 2005 and during fiscal year 2004; and

(k) neither Seller nor any Subsidiary of Seller agrees, commits or offers (in writing or otherwise) to take any of the actions prohibited in clauses ”(a)” through “(j)” of this Section 4.2.