VeriSign (VRSN)

9.3 Merchant Contracts and Merchant and Consumer Data.

(a) Promptly following the Closing, Seller will offer to each of the merchant customers whose contracts with Seller are being assumed by Purchaser in accordance with Section 1.5(b) (collectively. the “Transferred Customers”) a written opportunity to Opt Out. The content of such offer will be drafted by Purchaser and consented to by Seller, which consent shall not be unreasonably withheld or delayed. Such offer shall include notice to each Transferred Customer that electing to Opt Out and to not otherwise provide their contact information to Purchaser will result in termination of such Transferred Customer’s merchant services agreement and related payment processing services (the “Opt-Out Notice”). Purchaser will not (a) during the 30-day period following the date the Opt-Out Notice is delivered to the Transferred Customers (the “Opt-Out Period”), contact any Transferred Customer if Seller is the source of such Transferred Customer’s name or other contact information or (b) following the Opt-Out Period, contact any Transferred Customer that has Opted Out if Seller is the source of such Transferred Customer’s name or other contact information. Following the end of the Opt-Out Period, Seller shall, upon request by Purchaser, deliver a second notice to all Transferred Customers that have Opted Out, the content of which shall be drafted by Purchaser and consented to by Seller (which consent shall not be unreasonably withheld or delayed), for purposes of retaining such Transferred Customers.

(b) Seller and Purchaser acknowledge that if a Transferred Customer Opts Out, Purchaser would not have the necessary information to enable Purchaser to continue to perform the merchant services agreement with such Transferred Customer, unless Purchaser obtains such information directly from such Transferred Customer.

(c) For Transferred Customers who do not Opt Out, during the period commencing on the Closing Date and ending on the earlier of: (i) the date that such Transferred Customer consents to Purchaser’s handling of such Transferred Customer’s data in accordance with Purchaser’s privacy policy, where the method of such consent has first been authorized by TRUSTe for Parent or Purchaser in a process involving Seller’s participation and input; or (ii) the date that such Transferred Customer renews or amends such Transferred

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Customer’s merchant services agreement where such amendment includes permitting handling of such Transferred Customer’s data in accordance with Purchaser’s privacy policy, Purchaser will use each piece of individually-identifiable information of Transferred Customers or such Transferred Customers’ customers that is included in the Transferred Assets only for the purposes of: (A) sending customers updates or other important information about Purchaser’s financial-related payment services and products; (B) facilitating the billing, collection, support, renewal, and purchase of Purchaser’s financial-related payment products and services, including disclosures to third party services providers only for use in such facilitation and only under obligations of strict confidentiality; (C) providing necessary information to appropriate financial institutions, processors, and third parties under contract with Purchaser in order to provide payment services to the customer; (D) disclosures to third parties (including local, state, federal, national or international government or law enforcement authorities) as necessary in order to comply with applicable laws and regulations; (E) disclosures to third parties in order to investigate, prevent, or take action regarding suspected illegal activities or suspected fraud, or to enforce or apply Purchaser’s agreements; or (F) internal statistical and business strategy analysis. In addition, Purchaser will comply with any requests from Transferred Customers or such Transferred Customers’ customers to opt out of receiving marketing, advertising, or promotions, whether such requests were made to Seller prior to the Closing (for only those Transferred Customers and Transferred Customers’ customers enumerated as having made such requests on a list provided by Seller to Purchaser at the Closing) or to Purchaser. The preceding sentence will not apply to marketing, advertising or promotions by Parent to its prior-existing customers that have not made such requests to Purchaser.

(d) Following the Closing, Seller shall treat the personal information of Purple’s customers and Purple’s customers’ customers confidentially and shall use such information for the sole purpose of providing services to such parties on Purchaser’s behalf.

(e) Seller will maintain payment processing data related to all consumer transactions for one year following each such transaction that Seller handled, whether while in direct contract with merchant customers before the merchant agreements were assigned to Purchaser, or while acting as a service provider for Purchaser during the term of the Transition Services Agreement. For transactions that took place before the merchant agreements were assigned, Purchaser will not have access to such data (other than Cleansed Data) but Seller will assist Purchaser with follow-up actions related to such transactions as set forth in the Transition Services Agreement.

9.4 Australian Arrangements. If the Seller Contract identified in item #1 on Schedule 4.10 has not been amended as set forth on Schedule 4.10 prior to the Closing, then as promptly as practicable following the Closing, Seller shall cause VeriSign Australia Limited to enter into a reseller arrangement with Purchaser on substantially the same economic terms as the terms with the top reseller partners of the Business.