VeriSign (VRSN)

Voting

16. THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution shall be the registered Shareholders as at the close of business on the Record Date.

17. THIS COURT ORDERS that, subject to further Order of this Honourable Court, the vote required to pass and approve the Arrangement Resolution shall be the affirmative vote of at least 66  ²/3% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting. Such vote shall be sufficient to authorize and direct Certicom to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with that provided for in the Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Plan of Arrangement by this Honourable Court.

18. THIS COURT ORDERS that in respect of the vote on the Arrangement Resolution and in respect of matters properly brought before the Meeting pertaining to items of business affecting Certicom (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Common Share held. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed not to be votes cast. Proxies that are properly signed and dated but that do not contain voting instructions shall be voted in favour of the Arrangement Resolution.

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