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VRSN » Topics » V. PREAMBLE

This excerpt taken from the VRSN 10-K filed Mar 16, 2005.

V.    PREAMBLE

 

1. WHEREAS, Jamba! AG (the “COMPANY”) is a German stock corporation (Aktiengesellschaft) with its registered seat in Cologne and its main office in Berlin, registered with the commercial register of the local court of Cologne under HRB 33871.

 

2. WHEREAS, the shares in the COMPANY are registered shares with restricted transferability (vinkulierte Namensaktien). No share certificates have been issued by the COMPANY representing the shares (nicht verbrieft). The share capital of EUR 2,000,000 (in words: Euro two million) is divided into 2,000,000 registered shares.

 

3. WHEREAS, the shares in the COMPANY are currently held as set forth in Section 2.1.

 

4. WHEREAS, the PURCHASER is an affiliate of VERISIGN within the meaning of Section 15 et seq. of the German Stock Corporation Act (AktG).

 

5. WHEREAS, the SELLERS intend to sell and assign to the PURCHASER and the PURCHASER intends to purchase from the SELLERS all outstanding shares in the COMPANY.

 

6. WHEREAS, the COMPANY has prepared consolidated interim accounts (Konzernquartalsbericht) as per March 31, 2004, consisting of a consolidated balance sheet (Bilanz) and a consolidated profit and loss statement (Gewinn und Verlustrechnung) and notes thereto (the “INTERIM ACCOUNTS”).

 

NOW, therefore, subject to and on the terms and conditions set forth herein, the PARTIES agree as follows:

 

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