VeriSign (VRSN)

Authority; Noncontravention. The Acquiror has the requisite corporate power and authority to execute and deliver this Arrangement Agreement, to complete the Arrangement and the other transactions contemplated by this Arrangement Agreement and to comply with the provisions of this Arrangement Agreement. The execution and delivery of this Arrangement Agreement by the Acquiror, the completion by the Acquiror of the Arrangement and the other transactions contemplated by this Arrangement Agreement and the compliance by the Acquiror with the provisions of this Arrangement Agreement have been duly authorized by all necessary corporate action on the part of the Acquiror, and no other corporate

proceedings on the part of the Acquiror are necessary to authorize this Arrangement Agreement, to comply with the terms of this Arrangement Agreement or to complete the Arrangement and the other transactions contemplated by this Arrangement Agreement. This Arrangement Agreement has been duly executed and delivered by the Acquiror and, assuming the due execution and delivery of this Arrangement Agreement by Certicom, constitutes a valid and binding obligation of the Acquiror, enforceable against the Acquiror in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution and delivery of this Arrangement Agreement, the completion of the Arrangement and the other transactions contemplated by this Arrangement Agreement and the compliance by the Acquiror with the provisions of this Arrangement Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, or result in the creation of any material Lien in or upon any of the material properties or assets of the Acquiror under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Charter Documents of the Acquiror, or (ii) subject to the governmental filings and other matters referred to in the following sentence, any Law or Judgment, in each case, applicable to the Acquiror or its material properties or assets, other than, in the case of clause (ii), any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, Liens, rights or entitlements that, individually or in the aggregate, are not reasonably likely to impair in any material respect the ability of the Acquiror to perform its obligations under this Arrangement Agreement or prevent or materially impede or materially delay the completion of the Arrangement or the other transactions contemplated by this Arrangement Agreement. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Acquiror in connection with the execution and delivery of this Arrangement Agreement by the Acquiror, the completion by the Acquiror of the Arrangement or the other transactions contemplated by this Arrangement Agreement or the compliance by the Acquiror with the provisions of this Arrangement Agreement, except for (A) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any applicable competition, merger control, antitrust or similar Law, (B) the filing of a post-closing notification under the Investment Canada Act, and (C) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made, individually or in the aggregate, are not reasonably likely to impair in any material respect the ability of the Acquiror to perform its obligations under this Arrangement Agreement or prevent or materially impede or materially delay the completion of the Arrangement or the other transactions contemplated by this Arrangement Agreement.