{"id":43409,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/exchange-agreement-verisign-inc-mark-shuttleworth-and-thawte.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"exchange-agreement-verisign-inc-mark-shuttleworth-and-thawte","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/exchange-agreement-verisign-inc-mark-shuttleworth-and-thawte.html","title":{"rendered":"Exchange Agreement &#8211; Verisign Inc., Mark Shuttleworth and Thawte USA Inc."},"content":{"rendered":"<pre>                              EXCHANGE AGREEMENT\n\n     THIS EXCHANGE AGREEMENT (this \"Agreement\") is made and entered into as of\nDecember 19, 1999 (the \"Agreement Date\") by and between VERISIGN, INC., a\nDelaware corporation (\"VeriSign\"), and MARK SHUTTLEWORTH, an individual (\"THAWTE\nShareholder\"), who is the sole shareholder of THAWTE HOLDINGS (PTY) LTD., a\ncorporation organized and existing under the laws of the Republic of South\nAfrica (\"THAWTE SOUTH AFRICA\"), and THAWTE [USA], Inc., a North Carolina\ncorporation (\"THAWTE USA\") (THAWTE SOUTH AFRICA and THAWTE USA are sometimes\ncollectively referred to as \"THAWTE\").\n\n                                   RECITALS\n\n     A.   The parties intend that, subject to the terms and conditions of this\nAgreement, VeriSign will acquire 100% of the issued and outstanding share\ncapital of THAWTE from the THAWTE Shareholder pursuant to the terms and\nconditions set forth herein in exchange for shares of VeriSign Common Stock.\n\n     B.   Upon the effectiveness of the Exchange (as defined below), all the\nissued and outstanding shares of THAWTE will be transferred to VeriSign in\nexchange for shares of VeriSign Common Stock.\n\n     C.   The representations and warranties of the THAWTE Shareholder herein\nare a material inducement to VeriSign to enter into this Agreement.\n\n     D.   The parties acknowledge that the Exchange will not qualify as, and is\nnot intended to qualify as, a reorganization under Section 368 of the U.S.\nInternal Revenue Code of 1986, as amended (the \"Code\").\n\n     NOW, THEREFORE, the parties hereby agree as follows:\n\n     1.   CERTAIN DEFINITIONS. As used in this Agreement, the following terms\nwill have the meanings set forth below:\n\n          1.1  \"Closing\" is defined in Section 7.1.\n\n          1.2  \"Closing Date\" is defined in Section 7.1.\n\n          1.3  \"Entrust Agreement\" means that certain Comprehensive Cross\nCertification Agreement, dated June 1, 1999, between Thawte Consulting (Pty)\nLtd. and Entrust Technologies, Inc.\n\n          1.4  \"Exchange\" means, collectively, the exchange of all of the issued\nand outstanding THAWTE Stock for the Exchange Shares contemplated by Section 2\nbelow.\n\n          1.5  \"Exchange Number\" means the quotient obtained by dividing (i) the\nExchange Shares (as defined below) by (ii) the THAWTE Fully Diluted Number.\n\n \n          1.6  \"Exchange Shares\" means the total number of shares of VeriSign\nCommon Stock, as presently constituted, that will be issued under this Agreement\nin exchange for all of the shares of THAWTE Stock that are issued and\noutstanding immediately prior to the Closing and is equal to the number of\nTransaction Shares minus the number of Restraint Shares.\n\n          1.7  \"Restraint Shares\" means the total number of shares of VeriSign\nCommon Stock, as presently constituted, that will be issued under this Agreement\nin exchange for the Non-Competition Agreements described in Section 5.13, in the\nnumbers and to the persons (the \"Restrained Persons\") set forth in Exhibit 9.9\nhereto, which number of Restraint Shares are contemplated, as of the date\nhereof, to equal approximately [1%] of the Transaction Shares. In the event that\nany of the Non-Competition Agreements are not entered into and effective as of\nthe Closing, or in the event that such Restrained Persons shall fail to satisfy\nthe requirements set forth in Section 2.1.4 hereof, the Restraint Shares\ndesignated in Exhibit 9.9 with respect to each such Restrained Person will be\nissued instead to the THAWTE Shareholder as Exchange Shares.\n\n          1.8  \"Shareholder Ancillary Agreements\" means, collectively the\nInvestment Representation Letter, the Escrow Agreement, the Registration Rights\nAgreement, the Share Transfer Form CM-42, being the form prescribed by South\nAfrican law (the \"Share Transfer Form\"), Form W-8 and each other agreement,\ncertificate or document (other than this Agreement) to which the THAWTE\nShareholder is to enter into as a party thereto, or is to otherwise execute and\ndeliver pursuant to or in connection with this Agreement.\n\n          1.9  \"THAWTE Ancillary Agreements\" means, collectively, each\nagreement, certificate or document (other than this Agreement) which THAWTE is\nto enter into as a party thereto, or is to otherwise execute and deliver,\npursuant to or in connection with this Agreement.\n\n          1.10 \"THAWTE Certificates\" means the share certificates representing\nall the THAWTE Shareholder's shares of THAWTE Stock.\n\n          1.11 \"THAWTE Fully Diluted Number\" means that number that is equal to\nthe sum of the total number of shares that THAWTE SOUTH AFRICA Stock that are\nissued and outstanding immediately prior to the Closing.\n\n          1.12 \"THAWTE Shareholder\" means Mark Shuttleworth who, immediately\nprior to the Closing, holds all the shares of THAWTE Stock that are issued and\noutstanding immediately prior to the Closing.\n\n          1.13 \"THAWTE SOUTH AFRICA Stock\" means shares in the share capital of\nTHAWTE SOUTH AFRICA, ZAR 1,00 par value per share, comprising the entire issued\ncapital of THAWTE SOUTH AFRICA, as constituted immediately prior to the Closing.\n\n          1.14 \"THAWTE Stock\" means the THAWTE SOUTH AFRICA Stock together with\nthe THAWTE USA Stock.\n\n \n          1.15 \"THAWTE USA Stock\" means shares in the share capital of THAWTE\nUSA, $1.00 par value per share, comprising the entire issued capital of THAWTE\nUSA, as constituted immediately prior to the Closing.\n\n          1.16 \"Transaction Shares\" means the total number of shares of VeriSign\nCommon Stock, as presently constituted that will be issued under this Agreement\nto the THAWTE Shareholder, the Restrained Persons, and the Escrow Agent, and is\nequal to the quotient obtained by dividing (i) U.S. $575,000,000 by (ii) the\nVeriSign Average Price Per Share.\n\n          1.17 \"VeriSign Ancillary Agreements\" means, collectively, each\nagreement, certificate or document (other than this Agreement) which VeriSign is\nto enter into as a party thereto, or is to otherwise execute and deliver,\npursuant to or in connection with this Agreement.\n\n          1.18 \"VeriSign Average Price Per Share\" means the lower of the closing\nprice per share of VeriSign Common Stock (in U.S. dollars) as quoted on the\nNasdaq National Market (or such other exchange or quotation system on which\nVeriSign Common Stock is then traded or quoted) and reported in The Wall Street\n                                                                --------------- \nJournal for the trading day prior to the Agreement Date, or, the average of the\n-------\nclosing prices per share of VeriSign Common Stock (in U.S. dollars) as quoted on\nthe Nasdaq National Market (or such other exchange or quotation system on which\nVeriSign Common Stock is then traded or quoted) and reported in The Wall Street\n                                                                --------------- \nJournal for the ten (10) trading days ending on, and inclusive of, the Closing\n-------\nDate;\n\n          1.19 \"VeriSign Common Stock\" means the Common Stock, $0.001 par value\nper share, of VeriSign.\n\n     Other capitalized terms defined elsewhere in this Agreement and not defined\nin this Section 1 shall have the meanings assigned to such terms in this\nAgreement.\n\n     2.   THE EXCHANGE\n\n          Subject to the terms and conditions of this Agreement, at the Closing:\n\n               (a)  the THAWTE Shareholder shall irrevocably assign and transfer\nto VeriSign all of the shares of the THAWTE Stock;\n\n               (b)  VeriSign shall issue to the THAWTE Shareholder the Exchange\nShares with 99.5% of such number of shares being issued in exchange for the\nTHAWTE SOUTH AFRICA stock and 0.5% in exchange for the THAWTE USA Stock;\n\n               (c)  VeriSign shall pay the THAWTE Shareholder U.S. $59,000 in\ncash for the THAWTE SOUTH AFRICA stock and U.S.$500 for the THAWTE USA stock;\nand\n\n               (d)  subject to the requirements of Section 2.1.4 hereof,\nVeriSign shall issue to the Restrained Persons the Restraint Shares.\n\n \n                  2.1  Exchange of Shares.\n                       ------------------\n\n                       2.1.1  Exchange of THAWTE Stock. Subject to surrender and\n                              ------------------------\ndelivery to VeriSign by the THAWTE Shareholder of the applicable THAWTE\nCertificates at the Closing and the accompanying Share Transfer Form and Form W-\n8, the THAWTE Shareholder shall receive a stock certificate for its Exchange\nShares (less the Escrow Shares, as defined below) at the Closing.\n\n                       2.1.2  Fractional Shares. No fractional shares of\n                              -----------------\nVeriSign Common Stock shall be issued in connection with the Exchange. Instead,\nVeriSign shall issue VeriSign Common Stock in an amount rounded up to the next\nwhole share.\n\n                       2.1.3  Registration Rights. Effective upon the Closing,\n                              -------------------\nthe THAWTE Shareholder and the Restrained Persons shall be granted registration\nrights under the Securities Act of 1933, as amended (the \"1933 Act\") on the\nterms and subject to the conditions and limitations of the Registration Rights\nAgreement attached hereto as Exhibit 2.1.3 (the \"Registration Rights\n                             -------------\nAgreement\").\n\n                       2.1.4  Restraint Shares. The issuance of the Restraint\n                              ----------------\nShares shall be subject to (i) the availability (as determined in the reasonable\ndiscretion of VeriSign and its counsel) of an exemption under Section 4(2) of\nthe 1933 Act and Rule 506 promulgated thereunder, (ii) the completion by the\nRestrained Persons of Investment Representation Letters (as defined in Section\n2.5 below), and (iii) the performance by the Restrained Persons of such actions\nas VeriSign may reasonably request (including, but not limited to, the\nengagement by the Restrained Persons, at their own expense, of a suitable\npurchaser representative, as defined in Rule 502 promulgated under the 1933\nAct). In the event that VeriSign determines, in its reasonable discretion, that\nthe conditions set forth herein are not satisfied, VeriSign shall not issue the\nRestraint Shares, but shall instead, adjust the number of the Exchange Shares\nand shall issue such additional Exchange Shares to the THAWTE Shareholder\npursuant to the terms hereof.\n\n                  2.2   Adjustments for Capital Changes. Notwithstanding the\n                       -------------------------------\nprovisions of Section 2.1, if at any time after the Agreement Date and prior to\nthe Closing, VeriSign or THAWTE recapitalizes, either through a subdivision (or\nstock split) of any of its issued and outstanding shares into a greater number\nof shares, or a combination (or reverse stock split) of any of its issued and\noutstanding shares into a lesser number of shares, or reorganizes, reclassifies\nor otherwise changes its issued and outstanding shares into the same or a\ndifferent number of shares of other classes (other than through a subdivision or\ncombination of shares provided for in the previous clause), or declares a\ndividend on its issued and outstanding shares payable in shares or securities\nconvertible into shares of VeriSign Common Stock (a \"Capital Change\"), then the\nnumber of shares of VeriSign Common Stock for which shares of THAWTE Stock are\nto be exchanged in the Exchange shall be appropriately, equitably and\nproportionately adjusted (as agreed to in writing by VeriSign and THAWTE if the\nadjustment for such Capital Change involves something other than a mathematical\nadjustment) so as to maintain the proportionate interests of the Shareholder of\nTHAWTE and the Shareholder of VeriSign \n\n \ncontemplated hereby so as to maintain the proportional interests of the holders\nof THAWTE Stock contemplated by this Agreement. The provisions of this Section\nshall not apply to any transaction not permitted to be undertaken by THAWTE\nunder the provisions of this Agreement. In the event that a Capital Change\naffecting VeriSign Common Stock occurs prior to the Closing, then all prices per\nshare and numbers of shares used to compute the Exchange Number shall be deemed\nto have been equitably adjusted to reflect such Capital Change as necessary to\neffect the purposes and intent of this Section.\n\n                 2.3   Escrow Agreement. At the Closing, VeriSign shall withhold\n                       ----------------\nten percent (10%) of the Transaction Shares (the \"Escrow Shares\") and will\ndeliver certificates representing such Escrow Shares to Chase Manhattan Bank and\nTrust Company, N.A. or a similar institution as agreed to in writing by the\nparties, as escrow agent (the \"Escrow Agent\"), together with related stock\ntransfer powers, to be held by the Escrow Agent as security for the THAWTE\nShareholder's indemnification obligations under Section 11 and pursuant to the\nprovisions of an Escrow Agreement (the \"Escrow Agreement\") in substantially the\nform of Exhibit 2.4. The Escrow Shares will be represented by certificates\n        -----------  \nissued in the name of the THAWTE Shareholder and will be held by the Escrow\nAgent during that time period (the \"Escrow Period\") specified in the Escrow\nAgreement. The THAWTE Shareholder hereby consents to, approve and agree to be\npersonally bound by: (i) the indemnification provisions of Section 11 of this\nAgreement; (ii) all of the terms, conditions and limitations in the Escrow\nAgreement; and (iii) the appointment of Mark Shuttleworth as the representative\nof the THAWTE Shareholder (the \"Representative\") under the Escrow Agreement and\nas the attorney-in-fact and agent for and on behalf of the THAWTE Shareholder as\nprovided in the Escrow Agreement, and the taking by the Representative of any\nand all actions and the making of any and all decisions required or permitted to\nbe taken by the Representative under the Escrow Agreement (including, without\nlimitation, the exercise by the Representative of the power to: (i) authorize\ndelivery to VeriSign of Escrow Shares in satisfaction of claims by VeriSign or\nany other Indemnified Person (as defined herein); (ii) agree to, negotiate and\nenter into settlements and compromises of such claims, and demand arbitration\nand comply with orders of courts and awards of arbitrators with respect to such\nclaims; (iii) arbitrate, resolve, settle or compromise any claim for indemnity\nmade pursuant to Section 11; and (iv) take all actions necessary in the judgment\nof the Representative for the accomplishment of the foregoing). The\nRepresentative will have unlimited authority and power to act on behalf of the\nTHAWTE Shareholder with respect to the Escrow Agreement and the disposition,\nsettlement or other handling of all claims governed by the Escrow Agreement, and\nall rights or obligations arising under the Escrow Agreement. The THAWTE\nShareholder will be bound by all actions taken by the Representative in\nconnection with the Escrow Agreement, and VeriSign will be entitled to rely on\nany action or decision of the Representative. In performing the functions\nspecified in this Agreement and the Escrow Agreement, the Representative will\nnot be liable to the THAWTE Shareholder in the absence of gross negligence or\nwillful misconduct on the part of the Representative. Any out-of-pocket costs\nand expenses reasonably incurred by the Representative in connection with\nactions taken pursuant to the terms of the Escrow Agreement will be paid by the\nTHAWTE Shareholder.\n\n                 2.4   Further Assurances. If, at any time after the Closing,\n                       ------------------\nthe parties hereto consider or are advised that any further instruments, deeds,\nassignments or assurances are\n\n \nreasonably necessary or desirable to consummate the Exchange or to carry out the\npurposes of this Agreement at or after the Closing, then VeriSign and the THAWTE\nShareholder shall execute and deliver all such proper deeds, assignments,\ninstruments and assurances and do all other things necessary or desirable to\nconsummate the Exchange and to carry out the purposes and intent of this.\n\n                 2.5   Securities Laws Issues. VeriSign shall issue the Exchange\n                       ----------------------\nShares and the VeriSign Options pursuant to an exemption from registration under\nSection 4(2) and\/or Regulation D promulgated under the 1933 Act. Concurrently\nwith execution of this Agreement, the THAWTE Shareholder will execute and\ndeliver to VeriSign an Investment Representation Letter in the form of Exhibit\n                                                                       ------- \n2.5 hereto (the \"Investment Representation Letter\").\n---\n\n                 2.6   Example. Exhibit 2.6 hereto sets forth an illustration of\n                       -------  -----------\nthe operation of the provisions of Section 2 of this Agreement regarding the\nexchange of shares of THAWTE Stock in the Exchange, and the issuance of the\nRestraint Shares and the Escrow Shares.\n\n          3.     REPRESENTATIONS AND WARRANTIES OF THE THAWTE SHAREHOLDER\n\n                 The THAWTE Shareholder hereby represents and warrants to\nVeriSign that each of the following representations and statements in this\nSection 3 are true and correct.\n\n                 3.1   Organization and Good Standing. THAWTE is a company duly\n                       ------------------------------\norganized, validly existing and in good standing under the laws of the Republic\nof South Africa. THAWTE has the corporate power and authority to own, operate\nand lease its properties and to carry on its business as now conducted and as\nproposed to be conducted, and is duly qualified to transact business as a\nforeign corporation in each jurisdiction in which its failure to be so qualified\nwould have a Material Adverse Effect. As used in this Agreement, the term\n\"Material Adverse Effect\" when used with reference to THAWTE (either alone or\ncollectively with all THAWTE Subsidiaries, as defined below), means any event,\nchange or effect that is (or will with the passage of time be) materially\nadverse to THAWTE's condition (financial or otherwise), properties, assets,\nliabilities, business, operations, or results of operations, it being understood\nthat none of the following shall be deemed by itself or by themselves, either\nalone or in combination, to constitute a Material Adverse Effect: (a) any effect\narising out of or resulting from actions contemplated by the parties in\nconnection with the announcement of this Agreement and the transactions\ncontemplated hereby, or (b) the termination of the Entrust Agreement by Entrust.\n\n                 3.2   Power, Authorization and Validity.\n                       ---------------------------------\n\n                       3.2.1  The THAWTE Shareholder has the right, power, legal\ncapacity and authority to enter into, execute, deliver and perform such THAWTE\nShareholder's obligations under this Agreement and all Shareholder Ancillary\nAgreements and has the requisite power and authority to consummate the Exchange,\nin each case, subject only to the regulatory approval set forth in Section\n3.2.2.\n\n \n                       3.2.2  No filing, authorization, consent, approval or\norder, governmental or otherwise, required by South African Law is necessary or\nrequired to be made or obtained by the THAWTE Shareholder to enable the THAWTE\nShareholder to lawfully enter into, and to perform his respective obligations\nunder, this Agreement and\/or the Shareholder Ancillary Agreements, other than\nExchange Control Approval under South African Law.\n\n                       3.2.3  This Agreement and the Shareholder Ancillary\nAgreements are, or when executed by the THAWTE Shareholder will be, valid and\nbinding obligations of such THAWTE Shareholder enforceable in accordance with\ntheir respective terms, except as to the effect, if any, of (a) applicable\nbankruptcy and other similar laws affecting the rights of creditors generally\nand (b) rules of law governing specific performance, injunctive relief and other\nequitable remedies.\n\n                       3.2.4  All representations, warranties and other\nstatements made by the THAWTE Shareholder in the Investment Representation\nLetter executed and delivered to VeriSign by such THAWTE Shareholder pursuant\nhereto (a) is now, and at the Closing shall be true and correct, and (b) shall\nbe deemed to be representations and warranties made pursuant to this Section 3\nfor all purposes of this Agreement (including but not limited to Section 11\nhereof) and the Escrow Agreement.\n\n                  3.3  Capitalization of THAWTE.\n                       ------------------------\n\n                       3.3.1  Authorized Share Capital. The authorized share\n                              ------------------------\ncapital of THAWTE SOUTH AFRICA consists entirely of 1,000 ordinary shares, ZAR\n1,00 par value per share, of which a total of 100 shares are issued and\noutstanding, all of which are now owned and held (and all of which at the\nClosing will be owned and held) only by the THAWTE Shareholder. No other shares\nin the share capital of THAWTE SOUTH AFRICA are (or will at Closing be)\nauthorized, issued or outstanding. No fractional shares of THAWTE SOUTH AFRICA\nStock are (or will at Closing be) issued or outstanding. All issued and\noutstanding shares of THAWTE Stock have been duly authorized and validly issued,\nare fully paid and nonassessable, are not subject to any claim, lien, preemptive\nright, or right of rescission (other than the rights of all companies organized\nunder South African company law to repurchase shares), and have been offered,\nissued, sold and delivered by THAWTE (and, if applicable, transferred) in\ncompliance with all registration or qualification requirements (or applicable\nexemptions therefrom) of all applicable securities laws, THAWTE's Articles and\nMemorandum of Association and other charter documents and all agreements to\nwhich THAWTE or the THAWTE Shareholder is a party. The THAWTE Shareholder owns\nand holds (and at the Closing will own and hold) all of the issued and\noutstanding share capital of THAWTE USA.\n\n                       3.3.2  No Options, Warrants or Rights. There are no\n                              ------------------------------\noptions, warrants, convertible or other securities, calls, commitments,\nconversion privileges, preemptive rights or other rights or agreements\noutstanding to purchase or otherwise acquire (whether directly or indirectly)\nany shares of THAWTE's share capital or any securities convertible into or\nexchangeable for any shares of THAWTE's capital stock or obligating THAWTE to\ngrant, issue, extend, or enter into, any such option, warrant, convertible or\nother security, call, commitment,\n\n \nconversion privilege, preemptive right or other right or agreement, and THAWTE\nhas no liability for any dividends accrued but unpaid. No person or entity holds\nor has any option, warrant or other right to acquire any issued and outstanding\nshares of the capital stock of THAWTE from any record or beneficial holder of\nshares of the capital stock of THAWTE. No shares of THAWTE Stock are reserved\nfor issuance under any stock purchase, stock option or other benefit plan.\n\n                       3.3.3  No Voting Arrangements or Registration Rights.\n                              ---------------------------------------------\nThere are no voting agreements, voting trusts, rights of first refusal or other\nrestrictions (other than normal restrictions on transfer under applicable\nsecurities laws) applicable to any of THAWTE's issued and outstanding shares of\nto the conversion of any shares of THAWTE Stock in the Exchange. THAWTE is not\nunder any obligation to register under the Securities Exchange Act of 1934, as\namended or otherwise any of its presently issued and outstanding securities or\nany securities that may be subsequently issued.\n\n                  3.4  Subsidiaries.\n                       ------------\n\n                       3.4.1  Organizational Data. THAWTE has never been a\n                              -------------------\nsubsidiary of any corporation, partnership, limited liability company, joint\nventure or other business entity, other than the THAWTE Shareholder or other\nthan holdings of nominal amounts of shares by the incorporator(s) of THAWTE,.\nExhibit 3.4 sets forth any interest, direct or indirect, in any corporation,\n-----------\npartnership, limited liability company, joint venture or other business entity\nheld by THAWTE (the \"THAWTE Subsidiaries\") and the THAWTE Subsidiaries. Exhibit\n3.4 lists, with respect to THAWTE and each of the THAWTE Subsidiaries, its exact\nlegal name; the jurisdiction of formation; date of formation; federal employer\nidentification number or equivalent, if such identification number exists;\nnumber and type of securities authorized and outstanding; name and address of\neach security holder; name, address, telephone and fax number of each officer\nand director or other person having authority with respect to such entity,\nindicating all current titles held by each individual; its headquarters address,\ntelephone and facsimile numbers; its registered agent and\/or office in its\njurisdiction of formation (if applicable); all foreign jurisdictions in which it\nis qualified or registered to do business; the date it was qualified or\nregistered and its registered agent and\/or office in each such jurisdiction; all\nfictitious, assumed or other names of any type that are registered or used by it\nor under which it has done business; and any name changes, recapitalizations,\nmergers, reorganization or similar events since its date of formation. Accurate\nand complete copies of articles or certificate of incorporation, articles of\nassociation, memorandum of association, bylaws and other charter documents, each\nas amended to date, of THAWTE and each of the THAWTE Subsidiaries have been\nprovided to Fenwick &amp; West LLP, counsel to VeriSign. Exhibit 3.4 also lists,\nwith respect to THAWTE and each of the THAWTE Subsidiaries, each predecessor\ncorporation, partnership, limited liability company, joint venture or other\nbusiness entity of THAWTE and of the THAWTE subsidiary.\n\n                       3.4.2  Authorization. Each of the THAWTE Subsidiaries is\n                              -------------\na corporation duly organized, validly existing and in good standing under the\nlaws of the jurisdiction of its incorporation, has the corporate power and\nauthority to own, operate and lease its properties and\n\n \nto carry on its business as now conducted and as proposed to be conducted, and\nis qualified to transact business as a foreign corporation in each jurisdiction\nin which its qualification as such is required. Exhibit 3.4 lists the material\nassets, obligations and operations of the THAWTE Subsidiaries.\n\n                       3.4.3  Securities. All issued and outstanding shares of\n                              ----------\nstock of the THAWTE Subsidiaries are validly issued, fully paid and\nnonassessable and not subject to preemptive rights and are owned of record and\nbeneficially solely by THAWTE. The issued and outstanding shares of the THAWTE\nSubsidiaries are not subject to any claim, lien, preemptive right, or right of\nrescission (other than the rights of all companies organized under South African\ncompany law to repurchase shares), and have been offered, issued, sold,\ntransferred and delivered in compliance with all registration or qualification\nrequirements (or applicable exemptions therefrom) of all applicable securities\nlaws. There are no options, warrants, convertible or other securities, calls,\ncommitments, conversion privileges, preemptive rights or other rights or\nagreements outstanding to purchase or otherwise acquire (whether directly or\nindirectly) any shares of any of the authorized but unissued capital stock of\nany of the THAWTE Subsidiaries or any securities convertible into or\nexchangeable for any shares of capital stock of any of the THAWTE Subsidiaries\nor obligating any of the THAWTE Subsidiaries to grant, issue, extend, or enter\ninto any such option, warrant, convertible or other security, call, commitment,\nconversion privilege, preemptive right or other right or agreement. No person or\nentity holds or has any option, warrant or other right to acquire any issued and\noutstanding shares of the capital stock of any of the THAWTE Subsidiaries from\nany holder of shares of the capital stock of such entity. No shares of any of\nthe THAWTE Subsidiaries are reserved for issuance under any stock purchase,\nstock option or other benefit plan. There are no voting agreements, voting\ntrusts, rights of first refusal or other restrictions (other than restrictions\non transfer under applicable securities laws) applicable to any of the issued\nand outstanding securities of any of the THAWTE Subsidiaries.\n\n                       3.4.4  Definition of \"THAWTE\". Solely for purposes of the\n                              ---------------------\nremainder of this Section 3 and Section 5, unless otherwise expressly provided\ntherein or where the context clearly otherwise requires, any reference made to\n\"THAWTE\" shall be deemed to be a reference to, and to include, each of THAWTE\nand each of the THAWTE Subsidiaries and the predecessors of each.\n\n                 3.5   No Violation of Existing Agreements. Neither the\n                       -----------------------------------\nexecution and delivery of this Agreement nor the consummation of the Exchange or\nany of the other transactions contemplated hereby, nor the THAWTE Shareholder's\ndiscussion or negotiation with VeriSign of the Exchange or any other transaction\ncontemplated hereby, will conflict with, or (with or without notice or lapse of\ntime, or both) result in a termination, breach, impairment or violation of: (i)\nany provision of the memorandum and articles of association of THAWTE as\ncurrently in effect; (ii) any national, provincial or foreign judgment, writ,\ndecree, order, statute, rule or regulation applicable to THAWTE or its assets or\nproperties; or (iii) any material instrument, agreement (other than the Entrust\nAgreement), contract, letter of intent or commitment to which THAWTE is a party\nor by which THAWTE or its assets or properties are or were bound, except\n\n \nsuch conflicts, terminations, breaches, impairments or violations as would not\nhave a Material Adverse Effect.\n\n                 3.6   Litigation. As of the date hereof, there is no action,\n                       ----------\nsuit, arbitration, mediation, proceeding, claim or investigation pending against\nTHAWTE (or against any officer or director of THAWTE or, to the best of the\nknowledge of THAWTE and the THAWTE Shareholder, against any employee or agent of\nTHAWTE, in their capacity as such or relating to their employment, services or\nrelationship with THAWTE) before any court, administrative agency or arbitrator\nthat, if determined adversely to THAWTE (or any such officer, director, employee\nor agent) may reasonably be expected to have a Material Adverse Effect on\nTHAWTE, nor, to the best of the THAWTE Shareholder's knowledge, has any such\naction, suit, proceeding, arbitration, mediation, claim or investigation been\nthreatened. Except as would not have a Material Adverse Effect, and save for the\nregulatory approvals required hereunder, there is no basis for any person, firm,\ncorporation or other entity, to assert a claim against THAWTE or VeriSign based\nupon THAWTE's entering into this Agreement or consummating the Exchange; and\nthere is no basis for any person, firm, corporation or other entity, to assert a\nclaim against THAWTE based upon (a) any claims of ownership, rights to\nownership, or options, warrants or other rights to acquire ownership, of any\nshares of the capital stock of THAWTE; or (b) any rights as a THAWTE\nshareholder, including any option, warrant or preemptive rights or rights to\nnotice or to vote. To the knowledge of THAWTE, there is no judgment, decree,\ninjunction, rule or order of any governmental entity or agency, court or\narbitrator outstanding against THAWTE.\n\n                 3.7   Taxes. THAWTE has timely filed all national and foreign\n                       -----\ntax returns required to be filed, has timely paid or provided for all taxes\nrequired to be paid in respect of all periods for which returns have been filed,\nhas established an adequate accrual or reserve for the payment of all taxes\npayable in respect of the periods subsequent to the periods covered by the most\nrecent applicable tax returns, has made all necessary estimated tax payments,\nand has no material liability for taxes in excess of the amount so paid or\naccruals or reserves so established. THAWTE is not delinquent in the payment of\nany tax or in the filing of any tax returns, and no deficiencies for any tax\nhave been threatened, claimed, proposed or assessed. THAWTE has not received any\nnotification that any issues have been raised (and are currently pending) by any\ntaxing authority (including but not limited to any franchise, sales or use tax\nauthority) regarding THAWTE and no tax return of THAWTE has ever been audited by\nany South African or foreign taxing agency or authority.\n\n                 For the purposes of this Section, the terms \"tax\" and \"taxes\"\ninclude South African and foreign income, alternative or add-on minimum income,\ngains, franchise, excise, property, sales, use, employment, license, payroll\n(including any taxes or similar payments required to be withheld from payments\nof salary or other compensatory payments), ad valorem, payroll, stamp,\noccupation, recording, value added or transfer taxes, governmental charges,\nfees, customs duties, levies or assessments (whether payable directly or by\nwithholding), and, with respect to such taxes, any estimated tax, interest and\npenalties or additions to tax and interest on such penalties and additions to\ntax.\n                  \n\n \n                  VeriSign will not be required to deduct and withhold any\namount pursuant to Section 1445(a) of the Internal Revenue Code of 1986, as\namended.\n\n          3.8  THAWTE Financial Statements. THAWTE was incorporated on\n               ---------------------------\nNovember 28, 1997. THAWTE's financial year ends on the last day of February.\nTHAWTE has delivered to VeriSign an unaudited balance sheet (the \"Unaudited\nBalance Sheet\") as of November 30, 1999 (the \"Balance Sheet Date\") and an\nunaudited income statement and unaudited cash flow statement, each for the nine\nmonths ended November 30, 1999 (such balance sheet, income statement and cash\nflow statement, collectively, the \"Management Accounts\") THAWTE has also\ndelivered to VeriSign THAWTE's audited balance sheet as of February 28, 1999(the\n\"Balance Sheet\"), and an audited consolidated income statement, and an audited\nconsolidated cash flow for the financial year ended February 28, 1999 (all such\nManagement Accounts and financial statements of THAWTE are hereinafter\ncollectively referred to as the \"THAWTE Financial Statements\"). The THAWTE\nFinancial Statements (a) have been prepared in accordance with the books and\nrecords of THAWTE, (b) fairly present the financial condition of THAWTE at the\ndates therein indicated and the results of operations for the periods therein\nspecified and (c) have been prepared in accordance with generally accepted\naccounting principles as applied in the Republic of South Africa (\"South African\nGAAP\")applied on a consistent basis with prior periods. THAWTE has no material\ndebt, liability or obligation of any nature (whether intercompany or owed to\nthird parties), whether accrued, absolute, contingent or otherwise, and whether\ndue or to become due, except for (i) those shown on the Unaudited Balance Sheet\nand (ii) those that may have been incurred after the Balance Sheet Date in the\nordinary course of THAWTE's business consistent with past. All reserves\nestablished by THAWTE and set forth in the Unaudited Balance Sheet are\nreasonably adequate. At the Balance Sheet Date, there were no material\ncontingent liabilities, as such term is used in South African GAAP, which are\nnot adequately provided for in the Balance Sheet as required by South African\nGAAP.\n\n          3.9  Title to Properties. THAWTE has good and marketable title to all\n               -------------------\nof its assets (including but not limited to those shown on the Balance Sheet),\nfree and clear of all liens, mortgages, security interests, claims, charges,\nrestrictions or encumbrances, except where the failure to hold such title would\nnot have a Material Adverse Effect. All machinery, vehicles, equipment and other\ntangible personal property included in such assets and properties are in good\ncondition and repair, normal wear and tear excepted, and all leases of real or\npersonal property to which THAWTE is a party are fully effective and afford\nTHAWTE peaceful and undisturbed possession of the real or personal property that\nis the subject of the lease. THAWTE is not in violation of any zoning, building,\nsafety or environmental ordinance, regulation or requirement or other law or\nregulation applicable to the operation of owned or leased properties (the\nviolation of which would have a Material Adverse Effect on its business), nor\nhas THAWTE received any notice of violation with which it has not complied.\nTHAWTE owns its corporate offices and surrounding land (the \"Real Property\").\n\n          3.10 Absence of Certain Changes. Since the Balance Sheet Date\n               --------------------------\nthrough the date hereof, there has not been with respect to THAWTE any:\n\n \n          (a)  material adverse change in the condition (financial or\notherwise), properties, assets, liabilities, businesses, operations, or results\nof operations of THAWTE;\n\n          (b)  amendments or changes in the memorandum and articles of\nassociation of THAWTE;\n\n          (c)  (i) incurrence, creation or assumption by THAWTE of any mortgage,\nsecurity interest, pledge, lien or other encumbrance on any of the assets or\nproperties of THAWTE or any material obligation or liability or any indebtedness\nfor borrowed money; or (ii) issuance or sale of, or change with respect to the\nrights of, any debt or equity securities of THAWTE or any options or other\nrights to acquire from THAWTE, directly or indirectly, any debt or equity\nsecurities of THAWTE;\n\n          (d)  payment or discharge of a lien or liability which lien or\nliability was not either shown on the Balance Sheet or incurred in the ordinary\ncourse of business after the Balance Sheet Date;\n\n          (e)  purchase, license, sale or other disposition, or any agreement or\nother arrangement for the purchase, license, sale or other disposition, of any\nof the assets, properties or goodwill of THAWTE other than in the ordinary\ncourse of its business consistent with its past practice;\n\n          (f)  damage, destruction or loss, whether or not covered by insurance,\nhaving (or likely with the passage of time to have) a Material Adverse Effect on\nTHAWTE;\n\n          (g)  declaration, setting aside or payment of any dividend on, or the\nmaking of any other distribution in respect of, the THAWTE Stock, any split,\ncombination or recapitalization of the THAWTE Stock or any direct or indirect\nredemption, purchase or other acquisition of THAWTE Stock or any change in any\nrights, preferences, privileges or restrictions of any issued and outstanding\nsecurity of THAWTE;\n\n          (h)  change or increase in the compensation payable or to become\npayable to any of the officers, employees, consultants or agents of THAWTE, or\nin any bonus or pension, insurance or other benefit payment or arrangement\n(including without limitation stock awards, stock appreciation rights or stock\noption grants) made to or with any of such officers, employees, consultants or\nagents except in connection with normal salary or performance reviews or\notherwise in the ordinary course of business consistent with THAWTE's past\npractice;\n\n          (i)  change with respect to the management, supervisory or other key\npersonnel of THAWTE;\n\n \n               (j)  obligation or liability incurred by THAWTE to any of its\nofficers, directors or the THAWTE Shareholder except in the ordinary course of\nbusiness consistent with THAWTE's past practice;\n\n               (k)  making of any loan, advance or capital contribution to, or\nany investment in, any officer, director or record or beneficial shareholder of\nTHAWTE;\n\n               (l)  entering into, amendment of, relinquishment, termination or\nnon-renewal by THAWTE of any contract, lease, transaction, commitment or other\nright or obligation other than in the ordinary course of its business consistent\nwith its past practice or, to THAWTE's knowledge, any written or oral indication\nor assertion by the other party thereto of problems with THAWTE's services or\nperformance under such contract, lease, transaction, commitment or other right\nor obligation or such other party's desire to so amend, relinquish, terminate or\nnot renew any such contract, lease, transaction, commitment or other right or\nobligation;\n\n               (m)  material change in the manner in which THAWTE extends\ndiscounts or credits to customers or otherwise deals with its customers;\n\n               (n)  entering into by THAWTE of any transaction, contract or\nagreement or the conduct of business or operations other than in the ordinary\ncourse of its business consistent with its past practices; or\n\n               (o)  transfer or grant of a right under any THAWTE IP Rights (as\ndefined in Section 3.13 below), other than those transferred or granted in the\nordinary course of THAWTE's business consistent with THAWTE's past practice.\n\n          3.11 Contracts and Commitments. Exhibit 3.11 sets forth, as of\n               --------------------------\nthe date hereof, a list of each of the following written or oral contracts,\nagreements, commitments or other instruments to which THAWTE is a party or to\nwhich it or any of its assets or properties is bound:\n\n               (a)  consulting or similar agreement under which THAWTE provides\nany advice or services to a customer of THAWTE;\n\n               (b)  continuing contract for the future purchase, sale, license,\nprovision or manufacture of products, material, supplies, equipment or services\nrequiring payment to or from THAWTE in an amount in excess of ZAR 300,000 per\nannum which is not terminable on 90 days' or less notice without cost or other\nliability to THAWTE or in which THAWTE has granted or received manufacturing\nrights, most favored customer pricing provisions or exclusive marketing rights\nrelating to any product or services, group of products or services or territory;\n\n               (c)  contract providing for the acquisition of software by\nTHAWTE, for the development of software for THAWTE, or the license of software\nto THAWTE, which software is used or incorporated in any products currently\ndistributed by\n\n \nTHAWTE or services currently provided by THAWTE or is contemplated to be used or\nincorporated in any products to be distributed or services to be provided by\nTHAWTE (other than software generally available to the public at a per copy\nlicense fee of less than ZAR 30,000);\n\n               (d)  joint venture or partnership contract or agreement or other\nagreement which has involved or is reasonably expected to involve a sharing of\nprofits or losses in excess of ZAR 300,000 per annum with any other party;\n\n               (e)  contract or commitment for the employment of any officer,\nemployee or consultant of THAWTE or any other type of contract or understanding\nwith any officer, employee or consultant of THAWTE which is not immediately\nterminable by THAWTE without cost or other liability, except as otherwise\nprovided by South African law;\n\n               (f)  indenture, mortgage, trust deed, promissory note, loan\nagreement, guarantee or other agreement or commitment for the borrowing of\nmoney, for a line of credit or for a leasing transaction of a type required to\nbe capitalized in accordance with South African GAAP;\n\n               (g)  lease or other agreement under which THAWTE is lessee of or\nholds or operates any items of tangible personal property or real property owned\nby any third party and under which payments to such third party exceed ZAR\n150,000 per annum;\n\n               (h)  agreement or arrangement for the sale of any assets,\nproperties, services or rights having a value in excess of ZAR 150,000, other\nthan in the ordinary course of business consistent with past practice, and\nexcept as otherwise contemplated by this Agreement;\n\n               (i)  agreement which restricts THAWTE from engaging in any aspect\nof its business or competing in any line of business in any geographic area;\n\n               (j)  THAWTE IP Rights Agreement (as defined in Section 3.13\nbelow);\n\n               (k)  agreement relating to the sale, issuance, grant, exercise,\naward, purchase, repurchase or redemption of any shares of THAWTE Stock or any\noptions, warrants or other rights to purchase or otherwise acquire any such\nshares of THAWTE Stock, other securities or options, warrants or other rights\ntherefor;\n\n               (l)  contract with or commitment to any labor union; or\n\n               (m)  other agreement, contract, commitment or instrument that is\nmaterial to the business of THAWTE or that involves a commitment by THAWTE in\nexcess of $25,000.\n\n          A copy of each agreement or document required by this Section to be\nlisted on Exhibit 3.11 (collectively, the \"THAWTE Material Agreements\") has been\ndelivered to\n\n \nFenwick &amp; West LLP, VeriSign's counsel. No consent or approval of any third\nparty is required to ensure that, following the Closing, any THAWTE Material\nAgreement shall continue to be in full force and effect without any breach or\nviolation thereof caused by virtue of the Exchange or by any other transaction\ncalled for by this Agreement.\n\n               3.12 No Default. THAWTE is not in breach or default of any\n                    ----------\nTHAWTE Material Agreement. THAWTE is not a party to any contract, agreement or\narrangement which has had, or could reasonably be expected to have, a Material\nAdverse Effect on THAWTE. THAWTE does not have any material liability for\nrenegotiation of government contracts or subcontracts, if any.\n\n               3.13 Intellectual Property.\n                    ---------------------\n\n                    3.13.1    THAWTE owns, or has the irrevocable right to use,\nsell or license all material Intellectual Property Rights (as defined below)\nnecessary or required for the conduct of its business as presently conducted\n(such Intellectual Property Rights being hereinafter collectively referred to as\nthe \"THAWTE IP Rights\"), and such rights to use, sell or license are sufficient\nfor such conduct of its business. THAWTE is the legal and beneficial owner of\nall rights, including all copyright and worldwide distribution rights, to those\ncertain computer software programs, including all object code, source code,\nconfigurations, routines and algorithms contained therein with annotations and\nrelated documentation, known as the THAWTE Roots together with all alterations,\nmodifications and reconfigurations thereof in all forms of expression, including\nbut not limited to, the source code, object code, flowcharts, block diagrams,\nmanuals and all other documentation no matter how stored, transmitted, read or\nutilized and all copyrights, trade secrets, patents, inventions (whether\npatentable or not), proprietary rights and intellectual property rights\nassociated therewith (collectively the \"Software\"). The term \"THAWTE IP Rights\"\nincludes, without limitation, the Software. Any and all rights to the Software\npreviously owned or held by third parties, including (but not limited to) the\nTHAWTE Subsidiaries have been transferred to THAWTE and are owned outright, free\nand clear of any claims, liens, security interest, mortgages, encumbrances or\nobligations, by THAWTE. Numerous parties worldwide hold distribution rights of\nsome sort to the Software. Some examples and descriptions of the arrangements by\nwhich parties may hold such rights may be found on the Internet at\nhttp:\/\/www.thawte.com\/partners\/contents.html.\n\n                    3.13.2    The execution, delivery and performance of this\nAgreement and the consummation of the Exchange and the other transactions\ncontemplated hereby will not constitute a material breach of or default under\nany instrument, contract, license or other agreement governing any THAWTE IP\nRight (the \"THAWTE IP Rights Agreements\") and will not cause the forfeiture or\ntermination, or give rise to a right of forfeiture or termination, of any THAWTE\nIP Right or materially impair the right of THAWTE to use, sell, license, provide\nor otherwise commercially exploit any THAWTE IP Right or portion thereof (except\nwhere such breach, forfeiture or termination would not have a Material Adverse\nEffect on THAWTE). Other than pursuant to agreements entered into in the\nordinary course of business between THAWTE and its representative offices, or to\nresellers under the Chained Certification Authority Program,\n\n \nthere are no royalties, honoraria, fees or other payments payable by THAWTE to\nany person by reason of the ownership, use, license, sale, exploitation or\ndisposition of the THAWTE IP Rights.\n\n               3.13.3    Neither the manufacture, marketing, license, sale,\nfurnishing or intended use of any product or service currently licensed,\nutilized, sold, provided or furnished by THAWTE or currently under development\nby THAWTE has violated or now violates any license or agreement between THAWTE\nand any third party or, to the knowledge of THAWTE or the THAWTE Shareholder\ninfringes or misappropriates any Intellectual Property Right of any other party;\nand there is no pending or, to the best knowledge of THAWTE and the THAWTE\nShareholder, threatened claim or litigation contesting the validity, ownership\nor right to use, sell, license or dispose of any THAWTE IP Right nor, to the\nbest knowledge of THAWTE and the THAWTE Shareholder, is there any basis for any\nsuch claim, nor has THAWTE received any notice asserting that any THAWTE IP\nRight or the proposed use, sale, license or disposition thereof conflicts or\nwill conflict with the rights of any other party, nor, to the best knowledge of\nTHAWTE and the THAWTE Shareholder, is there any basis for any such assertion. To\nthe best knowledge of THAWTE and the THAWTE Shareholder, no employee or agent of\nor consultant to THAWTE is in violation of any term of any employment contract,\npatent disclosure agreement, noncompetition agreement, non-solicitation\nagreement or any other contract or agreement, or any restrictive covenant\nrelating to the right of any such employee, agent or consultant to be employed\nthereby, or to use trade secrets or proprietary information of others, and the\nemployment of such employees or engagement of such agents and consultants does\nnot subject THAWTE to any liability.\n\n               3.13.4    THAWTE is currently taking reasonable and practicable\nsteps, detailed on Schedule 3.13.4, designed to protect, preserve and maintain\nthe secrecy and confidentiality of all material THAWTE IP Rights and all\nTHAWTE's proprietary rights therein. All officers, employees, agents and\nconsultants of THAWTE having access to proprietary information have executed and\ndelivered to THAWTE an agreement regarding the protection of such proprietary\ninformation and the assignment of inventions to THAWTE in the form provided to\ncounsel for VeriSign and copies of all such agreements, executed by all such\npersons, have been delivered to VeriSign's counsel.\n\n               3.13.5    Exhibit 3.13 contains a list of all THAWTE IP Rights \n                         ------------\nand all worldwide applications, registrations, filings and other formal actions\nmade or taken pursuant to national, provincial and foreign laws by THAWTE to\nsecure, perfect or protect its interest in THAWTE IP Rights, including, without\nlimitation, all patents, patent applications, copyrights (whether or not\nregistered), copyright applications, trademarks, service marks and trade names\n(whether or not registered) and trademark, service mark and trade name\napplications. Exhibit 3.13 lists, with respect to each item of THAWTE IP Rights,\nthe entity (THAWTE or one of the THAWTE Subsidiaries) which owns or holds such\nIP Rights.\n\n               3.13.6    As used herein, the term \"Intellectual Property Rights\"\nmeans, collectively, all worldwide industrial and intellectual property rights,\nincluding, without limitation, patents, patent applications, patent rights,\ntrademarks, trademark applications, trade dress rights, trade names, service\nmarks, service mark applications, copyrights, copyright\n\n \napplications, mask work rights, mask work registrations, franchises, licenses,\ninventions, trade secrets, know-how, customer lists, proprietary processes and\nformulae, software source and object code, algorithms, architecture, structure,\ndisplay screens, layouts, inventions, development tools and all documentation\nand media constituting, describing or relating to the above, including, without\nlimitation, manuals, memoranda and records.\n\n               3.14 Compliance with Laws. THAWTE has complied, and is now and\n                    --------------------\nat the Closing Date will be in compliance, in all material respects, with all\napplicable national, provincial, or foreign laws, ordinances, regulations, and\nrules, and all orders, writs, injunctions, awards, judgments, and decrees\napplicable to THAWTE or to THAWTE's assets, properties, and business, except\nwhere the failure to so comply would not have a Material Adverse Effect. THAWTE\nholds all permits, licenses and approvals from, and has made all filings with,\nthird parties, including government agencies and authorities, that are necessary\nin connection with THAWTE's present business, except those where failure to do\nso would not have a Material Adverse Effect.\n\n               3.15 Certain Transactions and Agreements. except as contemplated \n                    -----------------------------------\nby this Agreement, none of the officers, directors or the THAWTE Shareholder of\nTHAWTE, nor any member of their immediate families, has any direct or indirect\nownership interest in any firm or corporation that competes with, or does\nbusiness with, or has any contractual arrangement with THAWTE (except with\nrespect to any interest in less than one percent (1%) of the stock of any\ncorporation whose stock is publicly traded). None of said officers, directors,\nemployees or the THAWTE Shareholder or any member of their immediate families,\nis directly or indirectly interested in any contract or informal arrangement\nwith THAWTE, except for normal compensation for services as an officer, director\nor employee thereof that have been disclosed to VeriSign. Except as contemplated\nby this Agreement, none of said officers, directors, employees or the THAWTE\nShareholder or family members has any interest in any property, real or\npersonal, tangible or intangible (including but not limited to any THAWTE IP\nRights or any other Intellectual Property Rights) that is used in or that\npertains to the business of THAWTE, except for the normal rights of a\nshareholder.\n\n               3.16 Employees.\n                    ---------\n\n                    3.16.1    THAWTE is in compliance in all material respects\nwith all applicable laws, agreements and contracts relating to employment,\nemployment practices, wages, hours, and terms and conditions of employment,\nincluding, but not limited to, employee compensation matters in each of the\njurisdictions in which it conducts business. A list of all employees, officers\nand consultants of THAWTE, their title, date of hire, employer entity and\ncurrent compensation is set forth on Exhibit 3.16.1, which has been delivered to\n                                     --------------        \nVeriSign. THAWTE does not have any employment contracts or consulting agreements\ncurrently in effect that are not terminable at will (other than agreements with\nthe sole purpose of providing for the confidentiality of proprietary information\nor assignment of inventions), other than as may be required by South African\nlaw.\n\n \n                3.16.2    THAWTE (i) has never been and is not now subject to a\nunion organizing effort, (ii) is not subject to any collective bargaining\nagreement with respect to any of its employees, (iii) is not subject to any\nother contract, written or oral, with any trade or labor union, employees'\nassociation or similar organization, and (iv) does not have any current labor\ndisputes. THAWTE has good labor relations, and has no knowledge of any facts\nindicating that the consummation of the transactions contemplated hereby will\nhave a material adverse effect on such labor relations. As of the date hereof,\nneither THAWTE nor the THAWTE Shareholder has any knowledge that any key\nemployee of THAWTE intends to leave the employ of THAWTE.\n\n                3.16.3    THAWTE does not have any \"employee benefit plan,\" as\ndefined in Section 3(3) of the Employee Retirement Income Security Act of 1974,\nas amended (\"ERISA\"). THAWTE has no pension plan which constitutes, or has since\nthe enactment of ERISA constituted, a \"multi-employer plan\" as defined in\nSection 3(37) of ERISA. No THAWTE pension plans are subject to Title IV of\nERISA. THAWTE does not have any employee benefit plans that are subject to\nstatutory regulation under the laws of the Republic of South Africa.\n\n               3.16.4    Exhibit 3.16.4 lists each employment, severance or\n                         --------------     \nother similar contract, arrangement or policy, each \"employee benefit plan\" as\ndefined in Section 3(3) of ERISA (if any) and each plan or arrangement (written\nor oral) providing for insurance coverage (including any self-insured\narrangements), workers' benefits, vacation benefits, severance benefits,\ndisability benefits, death benefits, hospitalization benefits, retirement\nbenefits, deferred compensation, profit-sharing, bonuses, stock options, stock\npurchase, phantom stock, stock appreciation or other forms of incentive\ncompensation or post-retirement insurance, compensation or benefits for\nemployees, consultants or directors which is entered into, maintained or\ncontributed to by THAWTE and covers any employee or former employee or\nconsultant or former consultant of THAWTE. Such contracts, plans and\narrangements as are described in this Section 3.16.4 are hereinafter\ncollectively referred to as the \"THAWTE Benefit Arrangements.\" The THAWTE\nBenefit Arrangement has been maintained in compliance in all material respects\nwith its terms and with the requirements prescribed by any and all laws,\nstatutes, orders, rules and regulations that are applicable to such THAWTE\nBenefit Arrangement. THAWTE has delivered to VeriSign and its counsel, Fenwick &amp; West LLP, a complete and correct copy and summary description of the THAWTE\nBenefit Arrangement.\n\n               3.16.5    There has been no amendment to, written interpretation\nor announcement (whether or not written) by THAWTE relating to, or change in\nemployee participation or coverage under, any THAWTE Benefit Arrangement that\nwould increase materially the expense of maintaining such THAWTE Benefit\nArrangement above the level of the expense incurred in respect thereof for\nTHAWTE's fiscal year ended February 28, 1999.\n\n               3.16.6    The group health plans (as defined in Section 4980B(g) \nof the Code) that benefit employees of THAWTE are in compliance, in all material\nrespects, with the continuation coverage requirements of Section 4980B of the\nCode as such requirements affect THAWTE and its employees. As of the Closing\nDate, there will be no material outstanding, uncorrected violations under the\nConsolidation Omnibus Budget Reconciliation Act of 1985, as \n\n \namended (\"COBRA\"), with respect to any of the THAWTE Benefit Arrangements,\ncovered employees, or qualified beneficiaries that could result in a Material\nAdverse Effect on THAWTE, or in a material adverse effect on the business,\noperations or financial condition of VeriSign as its successor. THAWTE has\nprovided, or shall have provided prior to the Closing, to individuals entitled\nthereto, all required notices and coverage pursuant to Section 4980B of COBRA,\nwith respect to any \"qualifying event\" (as defined in Section 4980B(f)(3) of the\nCode) occurring prior to and including the Closing Date, and no material amount\npayable on account of Section 4980B of the Code has been incurred with respect\nto any current or former employees of THAWTE (or their beneficiaries).\n\n               3.16.7    No benefit payable or which may become payable by\nTHAWTE pursuant to any THAWTE Benefit Arrangement or as a result of or arising\nunder this Agreement shall constitute an \"excess parachute payment\" (as defined\nin Section 280G(b)(1) of the Code) which is subject to the imposition of an\nexcise tax under Section 4999 of the Code or which would not be deductible by\nreason of Section 280G of the Code. THAWTE is not a party to any (a) agreement\n(other than as described in (b) below) with any executive officer or other key\nemployee thereof (i) the benefits of which are contingent, or the terms of which\nare materially altered, upon the occurrence of a transaction involving THAWTE in\nthe nature of any of the transactions contemplated by this Agreement, (ii)\nproviding any term of employment or compensation guarantee, or (iii) providing\nseverance benefits or other benefits after the termination of employment of such\nemployee regardless of the reason for such termination of employment, or (b)\nagreement or plan, including, without limitation, any stock option plan, stock\nappreciation rights plan or stock purchase plan, any of the benefits of which\nwill be materially increased, or the vesting of benefits of which will be\nmaterially accelerated, by the occurrence of the Exchange or any of the other\ntransactions contemplated by this Agreement or the value of any of the benefits\nof which will be calculated on the basis of any of the transactions contemplated\nby this Agreement.\n\n               3.17 Brokers.  [COMPLETE]\n                    -------\n\n               3.18 Insurance. Exhibit 3.20 hereto lists all fire and casualty,\n                    ---------  ------------\ngeneral liability, business interruption, product liability, errors and\nomissions, and sprinkler and water damage insurance maintained by THAWTE.\n\n               3.19 Environmental Matters.\n                    ---------------------\n\n                    3.19.1 During the period that THAWTE has leased or owned its\nrespective properties or owned or operated any facilities, there have been no\ndisposals, releases or threatened releases of Hazardous Materials (as defined\nbelow) on, from or under such properties or facilities that resulted from any\nact or omission of THAWTE or any of its employees, agents or invitees. The\nTHAWTE Shareholder has no knowledge of any presence, disposals, releases or\nthreatened releases of Hazardous Materials on, from or under any of such\nproperties or facilities, which may have occurred prior to THAWTE having taken\npossession of any of such properties or facilities. For the purposes of this\nAgreement, the terms \"disposal,\" \"release,\" and \"threatened release\" shall have\nthe definitions assigned thereto by the\n\n \nComprehensive Environmental Response, Compensation and Liability Act of 1980, 42\nU.S.C. (S) 9601 et seq., as amended (\"CERCLA\"). For the purposes of this\nAgreement \"Hazardous Materials\" shall mean any hazardous or toxic substance,\nmaterial or waste which is or becomes prior to the Closing regulated under, or\ndefined as a \"hazardous substance,\" \"pollutant,\" \"contaminant,\" \"toxic\nchemical,\" \"hazardous materials,\" \"toxic substance\" or \"hazardous chemical\"\nunder (a) CERCLA; (b) any similar federal, state or local law; or (c)\nregulations promulgated under any of the above laws or statutes.\n\n               3.19.2    None of the properties or facilities of THAWTE is in\nviolation of any national or provincial, ordinance, regulation or order relating\nto industrial hygiene or to the environmental conditions on, under or about such\nproperties or facilities, including, but not limited to, soil and ground water\ncondition, except for such violations as would not have a Material Adverse\nEffect. During the time that THAWTE has owned or leased its properties and\nfacilities, neither THAWTE nor, to the best knowledge of THAWTE and the THAWTE\nShareholder, any third party, has used, generated, manufactured or stored on,\nunder or about such properties or facilities or transported to or from such\nproperties or facilities any Hazardous Materials, other than THAWTE's lawful use\nof standard office supplies customarily used in office environments that contain\nlegally permitted amounts of Hazardous Materials that would have no Material\nAdverse Effect.\n\n               3.19.3    During the time that THAWTE has owned or leased its\nproperties and facilities, there has been no litigation brought or threatened\nagainst THAWTE, or, to the best knowledge of THAWTE and the THAWTE Shareholder,\nagainst any lessor or owner of real property leased by THAWTE, or any settlement\nreached by THAWTE or the THAWTE Shareholder with any party or parties alleging\nthe presence, disposal, release or threatened release of any hazardous materials\non, from or under any of such properties or facilities.\n\n          3.20 Product Warranties and Product Liability Claims.\n               -----------------------------------------------\n\n               (a)  All products sold, serviced or distributed by THAWTE and all\nservices provide by THAWTE at any time prior to the Closing Date have been in\nconformance in all material respects with all applicable contractual commitments\nand all express or implied warranties of THAWTE and no material liability exists\nfor replacement thereof or other damages in connection with such sales or\ndeliveries or services at any time prior to the Closing Date (except as may be\nreflected or expressly reserved for in the Latest Balance Sheet).\n\n               (b)  The warranty and repair Claims with respect to the products\nmade, designed and sold by THAWTE and all services provided by THAWTE as part of\nthe Business prior to the Closing Date have been administered by THAWTE and have\nconsisted solely of routine warranty and repair Claims for the return of\ndefective or non-conforming merchandise, which Claims have individually and in\nthe aggregate been of an immaterial nature. There exist no Claims against THAWTE\nand, to the knowledge of the THAWTE Shareholder, there exists no reasonable\nbasis for any Claims against THAWTE for injury to Persons or property suffered\nby any Person as a result of the sale or use of any product made, designed or\nsold by THAWTE\n\n \nor any service provided by THAWTE prior to the Closing Date, including, but not\nlimited to, Claims arising out of the defective or unsafe nature of any\nproducts.\n\n     4.   REPRESENTATIONS AND WARRANTIES OF VERISIGN\n\n          VeriSign hereby represents and warrants each of the following\nrepresentations and statements in this Section 4 are true and correct:\n\n          4.1  Organization and Good Standing. VeriSign is a corporation\n               ------------------------------\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware, and has the corporate power and authority to own, operate and\nlease its properties and to carry on its business as now conducted and as\nproposed to be conducted.\n\n          4.2  Power, Authorization and Validity.\n               ---------------------------------     \n\n               4.2.1     VeriSign has the right, power and authority to enter\ninto, execute and perform its obligations under this Agreement and the VeriSign\nAncillary Agreements and to consummate the Exchange. The execution, delivery and\nperformance of this Agreement and the VeriSign Ancillary Agreements by VeriSign\nhave been duly and validly approved and authorized by all necessary action on\nthe part of VeriSign and VeriSign's Board of Directors.\n\n               4.2.2     No filing, authorization, consent, approval or order,\ngovernmental or otherwise, is necessary or required to enable VeriSign to enter\ninto this Agreement and the VeriSign Ancillary Agreements and consummate the\nExchange. No filing, authorization, consent, approval or order, governmental or\notherwise, is necessary or required to enable VeriSign to perform those\nobligations under this Agreement and the VeriSign Ancillary Agreements that are\nto be performed after the consummation of the Exchange except for (a) any\nfilings with the Securities and Exchange Commission and other applicable\nsecurities authorities contemplated by the Registration Rights Agreement\nattached hereto as Exhibit 2.1.3, and (b) such filings as may be required to\ncomply with applicable securities laws in connection with the Exchange itself.\n\n               4.2.3     This Agreement and the VeriSign Ancillary Agreements\nare, or when executed by VeriSign will be, valid and binding obligations of\nVeriSign, enforceable in accordance with their respective terms, except as to\nthe effect, if any, of (a) applicable bankruptcy and other similar laws\naffecting the rights of creditors generally and (b) rules of law governing\nspecific performance, injunctive relief and other equitable remedies.\n\n          4.3  No Violation of Material Agreements. Neither the execution\n               -----------------------------------\nand delivery of this Agreement nor any VeriSign Ancillary Agreement, nor the\nconsummation of the transactions contemplated hereby, will conflict with, or\n(with or without notice or lapse of time, or both) result in: (a) a termination,\nbreach, impairment or violation of (i) any provision of the Certificate of\nIncorporation or Bylaws of VeriSign, as currently in effect or (ii) any federal,\nstate, local or foreign judgment, writ, decree, order, statute, rule or\nregulation to which VeriSign or its assets or properties is subject; or (b) a\ntermination, or a material breach, impairment or violation, of any material\ninstrument or contract to which VeriSign is a party or by which VeriSign or its\n\n \nproperties are bound. VeriSign is not required to obtain the consent of any\nthird party to consummate the Exchange.\n\n          4.4  Disclosure. VeriSign has made available to THAWTE a disclosure \n               ----------\npackage consisting of VeriSign's most recent Form 10-K for its fiscal year ended\nDecember 31, 1998, all Forms 10-Q filed by VeriSign with the SEC after the date\nof such Form 10-K and before the Agreement Date, all Forms 8-K and 8-K\/A filed\nby VeriSign with the SEC after the date of its most recent Form 10-Q and the\nProxy Statement for VeriSign's annual meeting of stockholders held on May 27,\n1999 (the \"VeriSign Disclosure Package\"). As of their respective filing dates,\ndocuments filed by VeriSign with the SEC including, without limitation, any\nfinancial statements or schedules included or incorporated therein and included\nin the VeriSign Disclosure Package complied in all material respects with the\nrequirements of the 1933 Act or the 1934 Act, as the case may be. The\nconsolidated financial statements of VeriSign included in such SEC documents\nhave been prepared in accordance with the books and records of VeriSign and\nfairly present the financial condition of VeriSign and its consolidated\nsubsidiaries as of such date and the consolidated results of operations and cash\nflows for the periods then ended. The consolidated financial statements in such\nSEC documents have been prepared in accordance with United States generally\naccepted accounting principles consistently applied during the periods involved,\nexcept as otherwise disclosed in the notes to such financial statements. The\nVeriSign Disclosure Package, this Agreement, the exhibits and schedules hereto,\nand any certificates or documents to be delivered to THAWTE pursuant to this\nAgreement, when taken together, do not contain any untrue statement of a\nmaterial fact or omit to state any material fact necessary in order to make the\nstatements contained herein and therein, in light of the circumstances under\nwhich such statements were made, not misleading.\n\n          4.5  Financial Condition. There has been no material adverse change in\n               -------------------\nthe financial condition or business of VeriSign, taken as whole, since the date\nof the most recent financial statements included in the VeriSign Disclosure\nPackage.\n\n          4.6  Validity of Shares. The shares of VeriSign Common Stock to be \n               ------------------\nissued pursuant to the Exchange shall, when issued: (a) be duly authorized,\nvalidly issued, fully paid and nonassessable and free of liens and encumbrances\ncreated by VeriSign, and (b) be free and clear of any transfer restrictions,\nliens and encumbrances except for restrictions on transfer under applicable\nUnited States securities laws, including Rule 144 promulgated under the 1933\nAct.\n\n          4.7  South Afican Assets and Revenues. VeriSign's South African\n               --------------------------------\nassets and revenues are below the thresholds that would require a filing with\nthe South African Competition Commission.\n\n     5.   COVENANTS OF THE THAWTE SHAREHOLDER\n\n          During the period from the Agreement Date until the earlier to occur\nof (i) the Closing or (ii) the termination of this Agreement in accordance with\nSection 10, the THAWTE Shareholder hereby covenants and agrees with VeriSign as\nfollows:\n\n \n          5.1  Advice of Changes. The THAWTE Shareholder will promptly advise \n               -----------------\nVeriSign in writing (a) of any event occurring subsequent to the date of this\nAgreement that would render any representation or warranty of the THAWTE\nShareholder contained in Section 3 of this Agreement, if made on or as of the\ndate of such event or the Closing Date, untrue or inaccurate in any material\nrespect and (b) of any material adverse change in THAWTE's assets, business,\nresults of operations or financial condition. The THAWTE Shareholder shall cause\nTHAWTE to deliver to VeriSign within thirty (30) days after the end of each\nquarterly accounting period ending after the Agreement Date and before the\nClosing Date, an unaudited balance sheet and statement of operations, which\nfinancial statements shall be prepared in the ordinary course of business\nconsistent with THAWTE's past practice (except that such financial statements\nshall be prepared in accordance with South African GAAP), in accordance with\nTHAWTE's books and records and South African GAAP and shall fairly present the\nfinancial position of THAWTE on a consolidated basis as of their respective\ndates and the results of THAWTE's operations on a consolidated basis for the\nperiods then ended.\n\n          5.2  Maintenance of Business. The THAWTE Shareholder shall cause \n               -----------------------\nTHAWTE to carry on and preserve its business and its relationships with\ncustomers, suppliers, employees, consultants and others in substantially the\nsame manner as it has prior to the date hereof. If the THAWTE Shareholder\nbecomes aware of a material deterioration in the relationship of THAWTE with any\ncustomer, supplier, key employee, consultant or business partner, he will\npromptly bring such information to the attention of VeriSign in writing and, if\nrequested by VeriSign, will exert his best efforts to restore the relationship.\n\n          5.3  Conduct of Business. The THAWTE Shareholder shall cause THAWTE to\n               -------------------\ncontinue to conduct its business and maintain its business relationships in the\nordinary and usual course and to not, without the prior written consent of the\nPresident of VeriSign:\n\n               (a)  borrow or lend any money other than advances to in the\nordinary course of THAWTE's business consistent with THAWTE's past practice;\n\n               (b)  purchase or sell shares or other equity interest in any\ncorporation or other business or enter into any transaction or agreement not in\nthe ordinary course of THAWTE's business consistent with THAWTE's past practice;\n\n               (c)  encumber, or permit to be encumbered, any of its assets;\n\n               (d)  sell, transfer or dispose of any of its assets except in the\nordinary course of THAWTE's business consistent with THAWTE's past practice;\n\n               (e)  enter into any material lease or contract for the purchase\nor sale of any property, whether real or personal, tangible or intangible,\nexcept as otherwise contemplated by this Agreement, or except in the ordinary\ncourse of business and consistent with past practice;\n\n               (f)  pay any bonus, increased salary or special remuneration to\nany officer, employee or consultant (except for normal salary increases\nconsistent with past practices not to exceed 5% of such officer's, employee's or\nconsultant's base annual compensation, except\n\n \npursuant to existing arrangements previously disclosed to and approved in\nwriting by VeriSign) or enter into any new employment or consulting agreement\nwith any such person;\n\n               (g)  change any of its accounting;\n\n               (h)  declare, set aside or pay any cash or stock dividend or\nother distribution in respect of any of its shares, redeem, repurchase or\notherwise acquire any of its capital stock or other securities, pay or\ndistribute any cash or property to any THAWTE shareholder or security holder or\nmake any other cash payment to any shareholder or security holder of THAWTE that\nis unusual, extraordinary, or not made in the ordinary course of THAWTE's\nbusiness consistent with THAWTE's past practice;\n\n               (i)  amend or terminate any contract, agreement or license to\nwhich it is a party;\n\n               (j)  guarantee or act as a surety for any obligation of any third\nparty;\n\n               (k)  waive or release any material right or claim except in the\nordinary course of business, consistent with past practice or agree to any audit\nassessment by any tax authority or file any federal or state income or franchise\ntax return unless copies of such returns have been delivered to VeriSign for its\nreview prior to filing;\n\n               (l)  issue, sell, create or authorize any shares of its capital\nstock of any class or series or any other of its securities, or issue, grant or\ncreate any warrants, obligations, subscriptions, options, convertible\nsecurities, or other commitments to issue shares of its capital stock or\nsecurities ultimately exchangeable for, or convertible into, shares of its\ncapital stock;\n\n               (m)  subdivide or split or combine or reverse split the issued\nand outstanding shares of its capital stock of any class or enter into any\nrecapitalization affecting the number of issued and outstanding shares of its\ncapital stock of any class or affecting any other of its securities;\n\n               (n)  merge, consolidate or reorganize with, or acquire, any\nentity or enter into any negotiations, discussions or agreement for such\npurpose;\n\n               (o)  amend its charter documents;\n\n               (p)  enter into any license or agreement to license any of its\ntechnology or Intellectual Property Rights;\n\n               (q)  change any insurance;\n\n               (r)  agree to do any of the things described in the preceding\nclauses 5.3(a) through 5.3(q).\n\n          5.4  Regulatory Approvals. The THAWTE Shareholder shall cause\n               --------------------\nTHAWTE to and the THAWTE Shareholder will, promptly execute and file, or join in\nthe execution and \n\n \nfiling, of any application or other document that may be necessary in order to\nobtain the authorization, approval or consent of any governmental body, federal,\nstate, local or foreign, which may be reasonably required, or which VeriSign may\nreasonably request, in connection with the consummation of the transactions\ncontemplated by this Agreement, provided that, other than Exchange Control\nApproval, VeriSign shall pay the costs associated with such filings or\napplications. The THAWTE Shareholder shall cause THAWTE, its officers, directors\nand employees to, and the THAWTE Shareholder, will use their respective best\nefforts to promptly obtain, and to cooperate with VeriSign to promptly obtain,\nall such authorizations, approvals and consents.\n\n          5.5  Necessary Consents. The THAWTE Shareholder shall cause THAWTE, \n               ------------------\nits officers and directors to, and the THAWTE Shareholder will, use their\nrespective best efforts to promptly obtain such written consents and take such\nother actions as may be necessary or appropriate in addition to those set forth\nin Section 5.4 to allow the consummation of the transactions contemplated hereby\nand to allow VeriSign to carry on THAWTE's business after the Closing.\n\n          5.6  Litigation. The THAWTE Shareholder shall cause THAWTE to notify\n               ----------\nVeriSign in writing promptly after learning of any action, suit, arbitration,\nmediation, proceeding or investigation by or before any court, arbitrator or\narbitration panel, board or governmental agency, initiated by or against it, or\nknown by it to be threatened against it or any of its directors, officers,\nemployees or consultant in their capacity as such.\n\n          5.7  No Other Negotiations. From the Agreement Date until the earlier\n               ---------------------\nof termination of this Agreement in accordance with Section 10 or the\nconsummation of the Exchange, the THAWTE Shareholder shall cause THAWTE, its\nofficers, directors and employees and the THAWTE Shareholder will not, and will\nnot authorize, encourage or permit, any officer, director, employee, shareholder\nor affiliate of THAWTE, or any other person, on its or their behalf to, directly\nor indirectly, solicit or encourage any offer from any party or consider any\ninquiries or proposals received from any other party, participate in any\nnegotiations regarding, or furnish to any person any information with respect\nto, or otherwise cooperate with, facilitate or encourage any effort or attempt\nby any person (other than VeriSign), concerning any agreement or transaction\nregarding the possible disposition of all or any substantial portion of the\nbusiness, assets or capital stock of THAWTE or any THAWTE Subsidiary by merger,\nconsolidation, reorganization, sale of assets, sale of stock, exchange, tender\noffer or any other form of business combination (\"Alternative Transaction\"). The\nTHAWTE Shareholder will, and will cause THAWTE to, promptly notify VeriSign\norally and in writing of any such inquiries or proposals. In addition, neither\nTHAWTE, nor the THAWTE Shareholder nor any THAWTE Subsidiary, shall execute,\nenter into or become bound by (a) any letter of intent or agreement or\ncommitment between THAWTE and\/or the THAWTE Shareholder and\/or any THAWTE\nSubsidiary, on the one hand, and any third party, on the other hand, that is\nrelated to an Alternative Transaction or (b) any agreement or commitment between\nTHAWTE and\/or the THAWTE Shareholder and\/or any THAWTE Subsidiary, on the one\nhand, and a third party, on the other hand, providing for an Alternative\nTransaction.\n\n \n          5.8  Access to Information. Until the Closing, the THAWTE Shareholder\n               ---------------------\nshall cause THAWTE to allow VeriSign and its agents reasonable access to the\nfiles, books, records and offices of THAWTE, including, without limitation, any\nand all information relating to THAWTE's taxes, commitments, contracts, leases,\nlicenses, and real, personal and intangible property and financial condition,\nand subject to THAWTE's confidentiality obligations to third parties. The THAWTE\nShareholder shall cause THAWTE to cause its accountants to cooperate with\nVeriSign and its agents in making available all financial and tax information\nreasonably requested, including without limitation the right to examine all\nworking papers pertaining to all financial statements and tax returns, prepared\nor audited by such accountants, provided that such access to information does\nnot unreasonably interfere with the operations of THAWTE.\n\n          5.9  Satisfaction of Conditions Precedent. The THAWTE Shareholder \n               ------------------------------------\nshall cause THAWTE, its and directors and officers to, and the THAWTE\nShareholder will, use their respective best efforts to satisfy or cause to be\nsatisfied all the conditions precedent which are set forth in Section 9, and the\nTHAWTE Shareholder shall cause THAWTE, its directors and officers to, and the\nTHAWTE Shareholder will, use their respective best efforts to cause the\ntransactions contemplated by this Agreement to be consummated; and, without\nlimiting the generality of the foregoing, to obtain all consents and\nauthorizations of third parties and to make all filings with, and give all\nnotices to, third parties that may be necessary or reasonably required on\nTHAWTE's part in order to effect the transactions contemplated hereby.\n\n          5.10 Securities Laws. The THAWTE Shareholder shall cause THAWTE to,\n               ---------------\nand the THAWTE Shareholder shall, use their best efforts to assist VeriSign to\nthe extent necessary to comply with the securities laws of all jurisdictions\n(U.S. and foreign) which are applicable in connection with the Exchange,\nprovided that all costs associated with such compliance, other than Exchange\nControl Approval, shall be borne by VeriSign.\n\n          5.11 Termination of Registration and Voting Rights. The THAWTE\n               ---------------------------------------------\nShareholder shall cause all registration rights agreements and voting agreements\napplicable to or affecting any issued and outstanding shares or other securities\nof THAWTE (if any) to be duly terminated and canceled by THAWTE by no later than\nthe Closing.\n\n          5.12 Invention Assignment and Confidentiality Agreements. The THAWTE\n               ---------------------------------------------------\nShareholder shall cause THAWTE to obtain from each employee, agent and\nconsultant of THAWTE who has had access to any software, technology or\ncopyrightable, patentable or other proprietary works or intellectual property\nowned or developed by THAWTE or other Intellectual Property Rights, or to any\nother confidential or proprietary information of THAWTE or its clients, an\ninvention assignment and confidentiality agreement in substantially the form of\nthe agreement provided to counsel to VeriSign, duly executed by such employee,\nagent or consultant and delivered to THAWTE.\n\n          5.13 Non-Competition and Consulting Agreements. The THAWTE Shareholder\n               -----------------------------------------\nshall cause THAWTE to use its commercially reasonable efforts to cause the\nRestrained Persons to execute and deliver to VeriSign at the Closing a Non-\nCompetition Agreement in favor of VeriSign in the form attached hereto as\nExhibit 9.9A (the \"Non-\n------------\n\n \nCompetition Agreement\"), the consideration for which shall be the payment to\nsuch Restrained Persons and the effectiveness of which shall be conditioned on\nthe satisfaction of the conditions in Section 2.1.4. The THAWTE Shareholder\nshall also execute and deliver to VeriSign the Non-Competition Agreement in the\nform of Exhibit 9.9B at the Closing. The THAWTE Shareholder shall execute and\n        ------------\ndeliver to VeriSign at the Closing a Consulting Agreement in the form attached\nhereto as Exhibit 9.10 (the \"Consulting Agreement\").\n          ------------\n\n                  5.14  Quarter Financials. Prior to Closing, the THAWTE\n                        ------------------  \nShareholder shall cause THAWTE to deliver to VeriSign THAWTE's unaudited balance\nsheet as of November 30, 1999 and THAWTE's unaudited consolidated statement of\noperations, consolidated statement of cash flows and consolidated statement of\nShareholder' equity for the nine months ended November 30, 1999 prepared in\naccordance South African GAAP (the \"Interim Financials\").\n\n                  5.15  Closing of Exchange. The THAWTE Shareholder shall cause\n                        -------------------  \nTHAWTE not to, and the THAWTE Shareholder shall not, refuse to effect the\nExchange if, on or before the Closing Date, all the conditions precedent to\ntheir obligations to effect the Exchange under Section 8 hereof have been\nsatisfied or, in their sole discretion, been waived by them.\n\n                  5.16  Consultants to Become Employees. The THAWTE Shareholder\n                        -------------------------------\nshall cause THAWTE and its officers to use their commercially reasonable efforts\nto cause those persons who are designated by VeriSign to THAWTE in writing and\nwho are currently performing services for THAWTE and the THAWTE Subsidiaries as\nconsultants to become employees of THAWTE and\/or the applicable THAWTE\nSubsidiary prior to the Closing on terms and conditions, subject to South\nAfrican labor legislation, reasonably satisfactory to VeriSign.\n\n                  [5.17 Delivery of THAWTE Financial Statements. Prior to the\n                        ----------------------------------------\nClosing, and as soon as practicable following the execution of this Agreement,\nthe THAWTE Shareholder shall cause THAWTE to deliver to VeriSign the audited\nTHAWTE Financial Statements referred to in Section 3.8 hereof.]\n\n                  5.18  Real Property Purchase Agreement. The THAWTE Shareholder\n                        --------------------------------  \nshall cause THAWTE to, and the THAWTE Shareholder shall, have entered into an\nagreement, on terms that are commercially reasonable and reasonably acceptable\nto VeriSign, for the purchase by the THAWTE Shareholder of the Real Property.\nThe price for the Real Property shall be its fair market value established by an\nappraiser experienced in the appraisal of property like the Real Property.\n\n             6.   VERISIGN COVENANTS\n\n                  During the period from the Agreement Date until the earlier to\noccur of (i) the Closing or (ii) the termination of this Agreement in accordance\nwith Section 10, VeriSign covenants and agrees as follows:\n\n                  6.1  Advice of Changes. VeriSign will promptly advise the\n                       -----------------  \nTHAWTE Shareholder in writing (a) of any event occurring subsequent to the date\nof this Agreement that \n\n \nwould render any representation or warranty of VeriSign contained in this\nAgreement, if made on or as of the date of such event or the Closing Date,\nuntrue or inaccurate in any material respect and (b) of any material adverse\nchange in VeriSign's business, results of operations or financial condition.\n\n                  6.2 Regulatory Approvals. VeriSign will execute and file, or\n                      --------------------  \njoin in the execution and filing, of any application or other document that may\nbe necessary in order to obtain the authorization, approval or consent of any\ngovernmental body, federal, state, local or foreign, which may be reasonably\nrequired, in connection with the consummation of the transactions contemplated\nby this Agreement in accordance with the terms of this Agreement. VeriSign will\nuse its best efforts to obtain all such authorizations, approvals and consents.\n\n                  6.3 Satisfaction of Conditions Precedent. VeriSign will use\n                      ------------------------------------  \nits best efforts to satisfy or cause to be satisfied all the conditions\nprecedent which are set forth in Section 8, and VeriSign will use its best\nefforts to cause the Exchange and the transactions contemplated by this\nAgreement to be consummated in accordance with the terms of this Agreement, and,\nwithout limiting the generality of the foregoing, to obtain all consents and\nauthorizations of third parties and to make all filings with, and give all\nnotices to, third parties that may be necessary or reasonably required on its\npart in order to effect the transactions contemplated hereby. In particular,\nVeriSign will use its best efforts to cause the Exchange to become effective in\naccordance with this Agreement by January 31, 1999.\n\n                  6.4 Securities Laws. VeriSign shall take such steps as may be\n                      ---------------\nnecessary to comply with the securities and Blue Sky laws of all jurisdictions\n(U.S. or foreign) which are applicable in connection with the Exchange, with the\ncooperation and assistance of THAWTE and the THAWTE Shareholder.\n\n                  6.5 Nasdaq National Market Listing. VeriSign shall cause the\n                      ------------------------------  \nshares of VeriSign Common Stock issuable to the THAWTE Shareholder in the\nExchange to be authorized for listing on the Nasdaq National Market prior to the\nClosing.\n\n                  6.6 Employee Benefits. As soon as practicable after the\n                      -----------------\nAgreement Date, VeriSign and THAWTE shall confer and work in good faith to agree\nupon a plan under which THAWTE employees will be covered either by (a)\nVeriSign's employee benefits plans or (b) THAWTE's employee benefit plans, with\nsuch decision to be made no later than six (6) months following the Closing, in\na manner that results in minimal disruption to the continuing operations of\nTHAWTE, and minimal cost to VeriSign.\n\n                  6.7 Closing of Exchange. VeriSign shall not refuse to effect\n                      -------------------\nthe Exchange if, on or before the Closing Date, all the conditions precedent to\ntheir obligations to effect the Exchange under Section 9 hereof have been\nsatisfied or, in its sole discretion, been waived by it.\n\n                  6.8 VeriSign Undertaking Regarding Section 18(c) of the\n                      ---------------------------------------------------\nEntrust Agreement. Immediately after the execution of this Agreement, VeriSign\n-----------------\nshall deliver to Entrust a written undertaking (\"Undertaking\") by VeriSign to\ncause THAWTE to fulfill THAWTE's obligations \n\n \nunder the Entrust Agreement. The Undertaking shall enter into force and effect\non the Closing Date.\n\n          7.      CLOSING MATTERS\n\n                  7.1 The Closing. Subject to termination of this Agreement as\n                      -----------\nprovided in Section 10 below, the closing of the transactions for consummation\nof the Exchange (the \"Closing\") will take place at the offices of Fenwick &amp; West\nLLP, Two Palo Alto Square, Palo Alto, California 94306 at 10:00 a.m., Pacific\nStandard Time on January 17, 2000 or on such other date on or before the\nTermination Date (as defined in Section 10.1.2) as VeriSign and the THAWTE\nShareholder may mutually agree upon in writing after which the satisfaction or\nwaiver of the conditions to Closing set forth in Sections 8 and 9 hereof have\nbeen satisfied and\/or waived in accordance with this Agreement (the \"Closing\nDate\").\n\n                  7.2 Exchanges at the Closing.\n                      ------------------------  \n\n                      7.2.1 At the Closing, (a) the THAWTE Certificates shall be\nexchanged for the Exchange Shares, evidenced by the certificates therefore, as\nprovided in Section 2 hereof and (b) the THAWTE Shareholder shall be paid\nUS$59,500 cash as provided in Section 2.\n\n                      7.2.2 At the Closing, the Escrow Shares shall be delivered\nto the Escrow Agent by VeriSign or VeriSign's transfer agent as provided in\nSection 2.3 hereof.\n\n                      7.2.3 The THAWTE Shareholder understands and agrees that\nstop transfer instructions will be given to VeriSign's transfer agent with\nrespect to certificates evidencing the Exchange Shares to assure compliance with\nthe provisions of the THAWTE Affiliates Agreements and Investment Representation\nLetter and that there will be placed on the certificates evidencing such\nExchange Shares legends as specified in the Investment Representation Letter.\n\n                      7.2.4 After the Closing there will be no further\nregistration of transfers on the share register of THAWTE or its transfer agent\nor company secretary of the THAWTE Stock that was issued and outstanding\nimmediately prior to the Closing. If, after the Closing, THAWTE Certificates are\npresented for any reason, they will be canceled.\n\n          8.      CONDITIONS TO OBLIGATIONS OF THAWTE AND THE THAWTE\n                  SHAREHOLDER\n\n                   The obligations of the THAWTE Shareholder to consummate the\nExchange are subject to the fulfillment or satisfaction, on and as of the\nClosing, of each of the following conditions (any one or more of which may be\nwaived by THAWTE and the THAWTE Shareholder in their sole discretion, but only\nin a writing signed by THAWTE and the THAWTE Shareholder):\n\n                   8.1 Accuracy of Representations and Warranties. The\n                       ------------------------------------------\nrepresentations and warranties of VeriSign set forth in Section 4 shall be true\nand accurate in every material respect \n\n \non and as of the Closing with the same force and effect as if they had been made\nat the Closing, and THAWTE shall have received a certificate to such effect\nexecuted by VeriSign's President or Chief Financial Officer.\n\n                  8.2 Covenants. VeriSign shall have performed and complied in\n                      ----------\nall material respects with all of its covenants contained in Section 6 on or\nbefore the Closing, and the THAWTE Shareholder shall have received a certificate\nto such effect signed by VeriSign's President or Chief Financial Officer.\n\n                  8.3 Compliance with Law; No Legal Restraints. There shall not\n                      ----------------------------------------  \nbe outstanding or threatened, or enacted or adopted, any order, decree,\ntemporary, preliminary or permanent injunction, legislative enactment, statute,\nregulation, action, proceeding or any judgment or ruling by any court,\narbitrator, governmental agency, authority or entity, or any other fact or\ncircumstance (other than any such matter initiated by THAWTE, its officers or\ndirectors or the THAWTE Shareholder), that, directly or indirectly, challenges,\nthreatens, prohibits, enjoins, restrains, suspends, delays, conditions or\nrenders illegal or imposes limitations on (or is likely to result in a\nchallenge, threat to, or a prohibition, injunction, restraint, suspension, delay\nor illegality of, or to impose limitations on): (i) the Exchange or any other\ntransaction contemplated by this Agreement; (ii) VeriSign's payment for, or\nacquisition or purchase of, some or all of the shares of THAWTE Stock or any\nmaterial part of the assets of THAWTE.\n\n                  8.4 Government Consents. There shall have been obtained at or\n                      ---------------------  \nprior to the Closing Date such permits and\/or authorizations, and there shall\nhave been taken such other action by any regulatory authority having\njurisdiction over the parties and the actions herein proposed to be taken, as\nmay be required to lawfully consummate the Exchange, including but not limited\nto requirements under applicable U.S. and foreign securities and corporations\nlaws and the South African Exchange Control Approval.\n\n                  8.5 Opinion of VeriSign's Counsel. The THAWTE Shareholder\n                      -----------------------------\nshall have received from counsel to VeriSign, an opinion substantially in the\nform of Exhibit 8.5.\n        -----------\n\n                  8.6 Documents. VeriSign shall have executed and delivered to\n                      ---------  \nthe THAWTE Shareholder the VeriSign Ancillary Agreements. VeriSign shall have\ndelivered a certificate representing the Exchange Shares (less any Escrow\nShares) to the THAWTE Shareholder and shall have delivered the Escrow Shares to\nthe Escrow Agent. THAWTE shall have received all written consents, assignments,\nwaivers, authorizations or other certificates reasonably deemed necessary by\nTHAWTE's legal counsel for THAWTE to lawfully consummate the transactions\ncontemplated hereby.\n\n                  8.7 No Litigation. No litigation or proceeding (other than any\n                      -------------  \nlitigation or proceeding initiated by THAWTE, its Board of Directors,\nShareholder or officers or the THAWTE Shareholder) shall be threatened or\npending for the purpose or with the probable effect of enjoining or preventing\nthe consummation of the Exchange or any of the other transactions contemplated\nby this Agreement, or which could be reasonably expected to have a material\nadverse effect on the present or future operations or financial condition of\nVeriSign.\n\n \n                  8.8 Instructions to Transfer Agent; Deliveries. VeriSign shall\n                      ------------------------------------------  \nhave issued irrevocable instructions to its transfer agent to authorize the\nissuance of VeriSign Common Stock in the Exchange consistent with Section 2\nhereof. VeriSign shall have made the other deliveries contemplated by Section 2\nhereof.\n\n                  8.9 Satisfactory Form of Legal Matters. The form, scope and\n                      ---------------------------------- \nsubstance of all legal and accounting matters contemplated hereby and all\nclosing documents and other papers delivered hereunder shall be reasonably\nacceptable to the THAWTE Shareholder's counsel.\n\n                  8.10 Nasdaq National Market Listing. The shares of VeriSign\n                       ------------------------------             \nCommon Stock issuable to the THAWTE Shareholder in the Exchange shall have been\nauthorized for listing on the Nasdaq National Market.\n\n                  8.11 Delivery of VeriSign Undertaking. VeriSign shall have\n                       --------------------------------\ndelivered, to THAWTE and to Entrust the Undertaking.\n\n              9.  CONDITIONS TO OBLIGATIONS OF VERISIGN\n\n                  The obligations of VeriSign hereunder are subject to the\nfulfillment or satisfaction, on and as of the Closing, of each of the following\nconditions (any one or more of which may be waived by VeriSign in its sole\ndiscretion, but only in a writing signed by VeriSign):\n\n                  9.1 Accuracy of Representations and Warranties. The\n                      ------------------------------------------  \nrepresentations and warranties of the THAWTE Shareholder set forth in Section 3\nand in the Investment Representation Letters shall each be true and accurate in\nevery material respect on and as of the Closing with the same force and effect\nas if they had been made at the Closing, except, in each case, where the failure\nto be true and correct would not reasonably be expected to have a Material\nAdverse Effect, and VeriSign shall have received certificates to such effect\nexecuted by the THAWTE Shareholder.\n\n                  9.2 Covenants. The THAWTE Shareholder shall have performed and\n                      ---------\ncomplied in all material respects with all of its respective covenants contained\nin Section 5 on or before the Closing except, in each case, where the failure to\nso perform or comply would not reasonably be expected to have a Material Adverse\nEffect, and VeriSign shall have received certificates to such effect signed by\nthe THAWTE Shareholder.\n\n                  9.3 Compliance with Law; No Legal Restraints. There shall not\n                      ----------------------------------------\nbe outstanding, or enacted or adopted, any order, decree, temporary, preliminary\nor permanent injunction, legislative enactment, statute, regulation, action,\nproceeding or any judgment or ruling by any court, arbitrator, governmental\nagency, authority or entity (other than any such matter initiated by VeriSign or\nits officers or directors), that, directly or indirectly, challenges, threatens,\nprohibits, enjoins, restrains, suspends, delays, conditions, or renders illegal\nor imposes limitations on (or is likely to result in a challenge, threat to, or\na prohibition, injunction, restraint, suspension, delay or illegality of, or to\nimpose limitations on): (i) the Exchange or any other transaction contemplated\nby this Agreement; (ii) VeriSign's payment for, or acquisition or \n\n \npurchase of, some or all of the shares of THAWTE Stock or any material part of\nthe assets of THAWTE or any THAWTE Subsidiary; (iii) the ownership or operation\nby VeriSign or THAWTE of all or any material portion of the business or assets\nof THAWTE, including (but not limited to) THAWTE's Intellectual Property Rights;\nor (iv) VeriSign's ability to exercise full rights of ownership with respect to\nTHAWTE, the THAWTE Subsidiaries, and their respective assets and shares,\nincluding but not limited to restrictions on VeriSign's ability to vote all the\nshares of THAWTE or (indirectly through ownership of THAWTE) any THAWTE\nSubsidiary.\n\n                  9.4 Government Consents. There shall have been obtained at or\n                      -------------------\nprior to the Closing Date such permits or authorizations from, and there shall\nhave been taken such other action, as may be required to lawfully consummate the\nExchange by, any governmental or regulatory authority having jurisdiction over\nany of the parties, or any THAWTE Subsidiary and\/or the actions herein proposed\nto be taken, including but not limited to requirements under applicable U.S. and\nforeign securities and corporate laws.\n\n                  9.5 Opinion of THAWTE's Counsel. VeriSign shall have received\n                      ---------------------------\nfrom counsel to the THAWTE Shareholder, opinions in substantially the form of\nExhibit 9.5.\n-----------\n\n                  9.6 Documents and Consents. THAWTE and the THAWTE Shareholder\n                      ----------------------\nshall have executed and delivered to VeriSign all the THAWTE Ancillary\nAgreements and all the Shareholder Ancillary Agreements, as applicable. The\nTHAWTE Shareholder shall have delivered to VeriSign THAWTE Certificates\nrepresenting 100% of the issued and outstanding shares of THAWTE together with\nthe other deliverables specified in Section 2.1.1 hereof. VeriSign shall have\nreceived duly executed copies of all third-party consents, approvals,\nassignments, waivers, authorizations or other certificates contemplated by this\nAgreement or reasonably deemed necessary by VeriSign's legal counsel to provide\nfor the continuation in full force and effect of any and all material contracts,\nagreements and leases of THAWTE and the preservation of THAWTE's IP Rights and\nother assets and properties and for VeriSign to consummate the transactions\ncontemplated hereby, in form and substance reasonably satisfactory to VeriSign,\nexcept for such thereof as the failure to so obtain would not have a Material\nAdverse Effect, or that VeriSign and THAWTE shall have agreed in writing need\nnot be obtained.\n\n                  9.7 No Litigation. No litigation or proceeding (other than any\n                      -------------\nlitigation or proceeding initiated by VeriSign, its Board of Directors, its\nshareholders, or its officers) shall be pending which could be reasonably\nexpected to have a Material Adverse Effect on the present or future operations\nor financial condition of THAWTE.\n\n                  9.8 Non-Competition Agreement. VeriSign shall have received\n                      -------------------------\nfrom the THAWTE Shareholder, a fully executed copy of a Non-Competition\nAgreement in the form of Exhibit 9.9A.\n                         -------------\n\n                  9.9 Consulting Agreement. VeriSign shall have received from\n                      --------------------\nMark Shuttleworth, a fully executed copy of a Consulting Agreement in the form\nof Exhibit 9.10.\n   -------------\n\n \n                  9.10  Escrow Agreement. VeriSign shall have received a fully\n                        ----------------  \nexecuted copy of the Escrow Agreement in the form of Exhibit 2.4 executed by the\nEscrow Agent, the Representative and the THAWTE Shareholder.\n\n                  9.11  Appointment of New Directors and Officers. The directors\n                         ----------------------------------------\nand officers of THAWTE and each of the THAWTE Subsidiaries in office immediately\nprior to the Closing of the Exchange shall have resigned effective as of the\nClosing, unless otherwise directed by VeriSign, and designees of VeriSign shall\nhave been named as the sole directors and officers of THAWTE and each of the\nTHAWTE Subsidiaries prior to Closing, subject to any requirements of applicable\nlocal law.\n\n                  9.12  No Material Adverse Change. There shall not have been \n                        --------------------------  \nany material adverse change in the financial condition, properties, assets,\nliabilities, business, results of operations or operations of THAWTE and the\nTHAWTE Subsidiaries, taken as a whole, that would constitute a Material Adverse\nEffect.\n\n                  9.13  Surrender of Names. The corporate name \"THAWTE\" and the\n                        ------------------   \ntrade names and trademarks \"THAWTE\" shall have been assigned, released and\nsurrendered to THAWTE by Each of the entities listed on Exhibit 9.16 hereto and\n                                                        ------------\neach of such entities shall have commenced all necessary proceedings to obtain\nregulatory approval to change its name to a name that does not include \"THAWTE.\"\n\n                  9.14  Delivery of Interim Financials. THAWTE shall have\n                        ------------------------------   \ndelivered the Interim Financials to VeriSign.\n\n                  9.15  Satisfactory Form of Legal and Accounting Matters. The\n                        -------------------------------------------------\nform, scope and substance of all legal and accounting matters contemplated\nhereby and all closing documents and other papers delivered hereunder shall be\nreasonably acceptable to VeriSign's counsel and independent public accountants.\n\n                  9.16  Real Property Purchase Agreement. THAWTE and the THAWTE\n                        -------------------------------- \nShareholder shall have executed the real property sale agreement identified in\nSection 5.18 which shall transfer the Real Property as soon as is practicable\nafter the Closing Date.\n\n         10.      TERMINATION OF AGREEMENT\n\n                  10.1     Prior to or at the Closing.\n                           --------------------------  \n\n                           10.1.1   This Agreement may be terminated at any time\nprior to or at the Closing by the mutual written consent of VeriSign and the\nTHAWTE Shareholder.\n\n                  10.1.2  This Agreement may be terminated after the Termination\nDate by VeriSign if the conditions precedent set forth in Section 9 shall have\nnot been complied with, waived or performed and such noncompliance or\nnonperformance shall not have been cured or eliminated (or by its nature cannot\nbe cured or eliminated) by THAWTE and\/or the THAWTE Shareholder on or before\nMidnight, Pacific Time on February 1, 2000(the \"Termination Date\").\n\n \n               10.1.3   This Agreement may be terminated after the Termination\nDate by the THAWTE Shareholder if the conditions precedent set forth in Section\n8 shall have not been complied with, waived or performed and such noncompliance\nor nonperformance shall not have been cured or eliminated (or by its nature\ncannot be cured or eliminated) by VeriSign on or before the Termination Date.\n\n               10.1.4   VeriSign may terminate this Agreement at any time prior\nto or at the Closing if any of the representations and warranties of the THAWTE\nShareholder in Section 3 of this Agreement were incorrect, untrue or false in\nany material respect as of the Agreement Date or are incorrect, untrue or false\nin any material respect as of the proposed Closing Date or the THAWTE\nShareholder has breached any of his respective covenants under Section 5 of this\nAgreement, but in any case, only to the extent that such incorrectness, untruth,\nfalsity or breach shall cause the condition contained in Section 9.1 and\/or 9.2\nhereof to have failed, and the THAWTE Shareholder has not cured such breach\nprior to the earlier of (i) the Closing, (ii) thirty (3 0) days after VeriSign\nhas given the THAWTE Shareholder written notice of its intention to terminate\nthis Agreement pursuant to this subsection or (iii) the Termination Date.\n\n               10.1.5   The THAWTE Shareholder may terminate this Agreement at\nany time prior to or at the Closing if any of the representations and warranties\nof VeriSign in Section 4 of this Agreement were incorrect, untrue or false in\nany material respect as of the Agreement Date or are incorrect, untrue or false\nin any material respect as of the proposed Closing Date or VeriSign has breached\nany of its covenants under Section 6 of this Agreement, and VeriSign has not\ncured such breach prior to the earlier of (i) the Closing, (ii) thirty (30) days\nafter the THAWTE Shareholder has given VeriSign written notice of his intention\nto terminate this Agreement pursuant to this subsection or (iii) the Termination\nDate. Notwithstanding the foregoing, the THAWTE Shareholder may terminate this\nAgreement at any time prior to or at the Closing if VeriSign shall have breached\nits covenant contained in Section 6.8 hereof.\n\n               Any termination of this Agreement under this Section 10 will be\neffective by the delivery of notice of the terminating party to the other\nparties hereto.\n\n          10.2 No Liability for Proper Termination. Any termination of\n               ------------------------------------\nthis Agreement in accordance with this Section 10 will be without further\nobligation or liability upon any party in favor of the other party hereto or to\nits stockholders, directors or officers, other than the obligations provided in\nthe Confidentiality Agreement; provided, however, that nothing herein will limit\n                               --------  -------\nthe obligation of the THAWTE Shareholder and VeriSign for any willful breach\nhereof or failure to use their best efforts to cause the Exchange to be\nconsummated, as set forth in Sections 5.9 and 6.3 hereof, respectively. In the\nevent of the termination of this Agreement pursuant to this Section 10, this\nAgreement shall thereafter become void and have no effect and each party shall\nbe responsible for its own expenses incurred in connection herewith.\n\n     11.  SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING\n          COVENANTS\n\n          11.1 Survival of Representations. All representations, warranties and\n               ---------------------------  \ncovenants of the THAWTE Shareholder contained in this Agreement will remain\noperative and in full force \n\n \nand effect, regardless of any investigation made by or on behalf of VeriSign,\nuntil that date (\"Escrow Release Date\") which is the earlier of (i) the\ntermination of this Agreement or (ii) twelve (12) months after the Closing\nDate.\n\n               11.2 Agreement to Indemnify. The THAWTE Shareholder agrees to \n                    ----------------------  \nindemnify and hold harmless VeriSign and its officers, directors, agents,\nShareholder and employees, and each person, if any, who controls or may control\nVeriSign within the meaning of the 1933 Act or the 1934 Act (each hereinafter\nreferred to individually as an \"Indemnified Person\" and collectively as\n\"Indemnified Persons\") from and against any and all claims, demands, suits,\nactions, causes of actions, losses, costs, damages, liabilities and expenses\nincluding, without limitation, reasonable attorneys' fees, other professionals'\nand experts' reasonable fees and court or arbitration costs (hereinafter\ncollectively referred to as \"Damages\") incurred and arising out of any\ninaccuracy, misrepresentation, breach of, or default in, any of the\nrepresentations, warranties or covenants given or made by THAWTE and\/or the\nTHAWTE Shareholder in this Agreement or in any certificate delivered by or on\nbehalf of THAWTE pursuant hereto (if such inaccuracy, misrepresentation, breach\nor default existed at the Closing Date). Any claim of indemnity made by an\nIndemnified Person under this Section 11.2 must be asserted in a writing\ndelivered to the Escrow Agent by no later than the Escrow Release Date. \n\n               11.3 Limitation. Notwithstanding anything herein to the contrary,\n                    ----------\nin seeking indemnification for Damages under Section 11.2, the Indemnified\nPersons shall exercise their remedies only with respect to the Escrow Shares and\nany other assets deposited in escrow pursuant to the Escrow Agreement. Except\nfor fraudulent conduct and willful misconduct and except for breaches of the\nrepresentations and warranties contained in Section 3.2.1 and except as provided\nin Section 11.5: (i) THAWTE Shareholder shall not have any liability to an\nIndemnified Person under this Agreement except to the extent of the Escrow\nShares and any other assets deposited under the Escrow Agreement and (ii) the\nremedies set forth in this Section 11.3 and the Escrow Agreement shall be the\nexclusive remedies of VeriSign and the other Indemnified Persons under this\nAgreement or in any cause of action based thereon (subject to the exceptions in\nthe last sentence of this Section 11.3) against the THAWTE Shareholder for any\ninaccuracy, misrepresentation, breach of, or default in, any of the\nrepresentations, warranties or covenants given or made by THAWTE or the THAWTE\nShareholder in this Agreement or in any certificate, document or instrument\ndelivered by or on behalf of THAWTE or the THAWTE Shareholder pursuant hereto or\nin any cause of action based thereon (subject to the exceptions in the last\nsentence of this Section 11.3). In addition, the indemnification provided for in\nSection 11.2 shall not apply unless and until the aggregate Damages for which\none or more Indemnified Persons seeks or has sought indemnification hereunder\nexceeds a cumulative aggregate of Two Hundred Fifty Thousand Dollars\n($250,000.00) (the \"Basket\"), in which event the THAWTE Shareholder shall,\nsubject to the foregoing limitations, be liable to indemnify the Indemnified\nPersons for all Damages in excess of the Basket. The limitations set forth in\nthis Section 11.3 shall not be applicable to Misconduct Damages (as defined\n                        ---\nbelow). As used herein, \"Misconduct Damages\" means Damages resulting from\nfraudulent conduct or willful misconduct or breach of any provisions of the\nInvestment Representation Letter.\n\n \n               11.4 Notice. Promptly after VeriSign becomes aware of the\n                    ------\nexistence of any potential claim by an Indemnified Person for indemnity from the\nTHAWTE Shareholder under Section 11.2, VeriSign will notify the THAWTE\nShareholder of such potential claim in accordance with the Escrow Agreement. The\nTHAWTE Shareholder shall be entitled to participate in and, to the extent the\nTHAWTE Shareholder elects by written notice to VeriSign within 30 days after\nreceipt by the THAWTE Shareholder of notice of such claim, to assume the defense\nof such claim at its own expense, with counsel chosen by the THAWTE Shareholder.\nNotwithstanding that the THAWTE Shareholder shall have elected by such written\nnotice to assume the defense of any claim, any Indemnified Party shall have the\nright to participate in the investigation and defense thereof with separate\ncounsel chosen by such Indemnified Party, but in such event the fees and\nexpenses of such counsel shall be paid by such Indemnified Party .Failure of\nVeriSign to give such notice shall not affect any rights or remedies of an\nIndemnified Party hereunder with respect to indemnification for Damages except\nto the extent the THAWTE Shareholder is materially prejudiced thereby. Prior to\nthe settlement of any claim for which VeriSign seeks indemnity from the THAWTE\nShareholder, VeriSign will provide the THAWTE Shareholder with the terms of the\nproposed settlement and a reasonable opportunity to comment on such terms in\naccordance with the Escrow Agreement. Nothing in this Section is intended to\npreclude the Representative of the THAWTE Shareholder from contesting a claim\nfor indemnification hereunder in accordance with the terms and conditions of the\nEscrow Agreement.\n\n               11.5 Title Indemnity. In addition to, and separate from, the\n                    ---------------\nforegoing agreement to indemnify set forth in Section 11.2, the THAWTE\nShareholder agrees, to defend and indemnify VeriSign and each other Indemnified\nPerson from and against any and all claims, demands, suits, actions, causes of\nactions, losses, costs, damages, liabilities and expenses including, without\nlimitation, reasonable attorneys' fees, other professionals' and experts'\nreasonable fees and court or arbitration costs incurred and arising out of any\nfailure of such THAWTE Shareholder to have good, valid and marketable title to\nany issued and outstanding shares of THAWTE Stock held (or asserted to have been\nheld) by such THAWTE Shareholder, free and clear of all liens, claims and\nencumbrances, or to have the full right, capacity and authority to enter into\nthis Agreement and consummate the Exchange and any other transactions\ncontemplated by this Agreement, or any failure of THAWTE to have good, valid and\nmarketable title to all of the issued and outstanding shares of each of the\nTHAWTE Subsidiaries and any failure of the THAWTE Shareholder to own, of record\nand beneficially, 100% of the issued and outstanding shares of THAWTE. A THAWTE\nshareholder's liability under the indemnification provided for in this Section\n11.5 shall be in addition to any liability of such THAWTE shareholder under\nSection 11.2 and shall not be subject to the limitations on the THAWTE\nShareholder's liability set forth in Section 11.3 and shall not be limited to\nsuch THAWTE Shareholder's Escrow Shares.\n\n          12.  MISCELLANEOUS\n\n               12.1 Governing Law\/Jurisdiction. This Agreement, the VeriSign\n                    --------------------------  \nAncillary Agreements (collectively the \"Transaction Agreements\"), the THAWTE\nAncillary Agreements and the Shareholder Ancillary Agreements shall be governed\nand construed in accordance with \n\n \nthe laws of the State of California without regard to conflicts of laws\nprinciples thereof and all questions concerning the validity and construction\nhereof shall be determined in accordance with the laws of the State of\nCalifornia Except as otherwise set forth herein, any reference to \"laws\" in this\nAgreement shall mean the national and provincial laws of the Republic of South\nAfrica.\n\n          12.2 Assignment; Binding Upon Successors and Assigns. No party\n               -----------------------------------------------  \nhereto may assign any of its rights or obligations hereunder without the prior\nwritten consent of the other parties hereto, except that VeriSign may assign its\nrespective rights to any wholly-owned subsidiary of VeriSign, provided that, in\nthe event of such assignment, VeriSign shall remain primarily liable for the\nperformance of its obligations hereunder. This Agreement will be binding upon\nand inure to the benefit of the parties hereto and their respective successors\nand permitted assigns.\n\n          12.3 Severability. If any provision of this Agreement, or the\n               ------------  \napplication thereof, will for any reason and to any extent be invalid or\nunenforceable, the remainder of this Agreement and application of such provision\nto other persons or circumstances will be interpreted so as reasonably to effect\nthe intent of the parties hereto. The parties further agree to replace such void\nor unenforceable provision of this Agreement with a valid and enforceable\nprovision that will achieve, to the extent possible, the economic, business and\nother purposes of the void or unenforceable provision.\n\n          12.4 Counterparts. This Agreement may be executed in any number of\n               ------------\ncounterparts, each of which will be an original as regards any party whose\nsignature appears thereon and all of which together will constitute one and the\nsame instrument. This Agreement will become binding when one or more\ncounterparts hereof, individually or taken together, will bear the signatures of\nall parties reflected hereon as signatories.\n\n          12.5 Other Remedies. Except as otherwise provided herein, any\n               --------------          \nand all remedies herein expressly conferred upon a party will be deemed\ncumulative with and not exclusive of any other remedy conferred hereby or by law\non such party, and the exercise of any one remedy will not preclude the exercise\nof any other.\n\n          12.6 Amendment and Waivers. Any term or provision of this Agreement\n               ---------------------  \nmay be amended prior to the Closing by the written consent of VeriSign, the\nTHAWTE Shareholder, and, after the Closing by VeriSign and the THAWTE\nShareholder (or their successors in interest). The observance of any term,\ncondition or provision of this Agreement may be waived (either generally or in a\nparticular instance and either retroactively or prospectively) only by a writing\nsigned by the party to be bound thereby or for whose benefit such condition was\nprovided. The waiver by a party of any breach hereof or default in the\nperformance hereof will not be deemed to constitute a waiver of any other\ndefault or any succeeding breach or default. In addition, at any time prior to\nthe Closing, the THAWTE Shareholder and VeriSign (by action taken by its Board\nof Directors) may, to the extent legally allowed: (i) extend the time for the\nperformance of any of the obligations or other acts of the other; (ii) waive any\ninaccuracies in the representations and warranties made to it contained herein\nor in any document delivered pursuant hereto; and (iii) waive compliance with\nany of the agreements or conditions for its benefit contained herein. No such\nwaiver or extension \n\n \nshall be effective unless signed in writing by the party against whom such\nwaiver or extension is asserted. The failure of any party to enforce any of the\nprovisions hereof will not be construed to be a waiver of the right of such\nparty thereafter to enforce such provisions or any other provisions.\n\n          12.7 Expenses. Each party will bear its respective expenses\n               --------                 \nand legal fees incurred with respect to this Agreement, and the transactions\ncontemplated hereby.\n\n          12.8 Attorneys' Fees. Should suit be brought to enforce or interpret\n               ---------------  \nany part of this Agreement, the prevailing party will be entitled to recover, as\nan element of the costs of suit and not as damages, reasonable attorneys' fees\nto be fixed by the court (including without limitation, costs, expenses and fees\non any appeal). The prevailing party will be entitled to recover its costs of\nsuit, regardless of whether such suit proceeds to final judgment.\n\n          12.9 Notices. All notices and other communications required or\n               -------\npermitted under this Agreement will be in writing and will be either hand\ndelivered in person, sent by telecopier or sent by internationally recognized\nexpress courier service. Such notices and other communications will be effective\nupon receipt if hand delivered or sent by telecopier, and three (3) days after\ndispatch if sent by express courier, to the following addresses, or to such\nother addresses or fax number as any party may notify the other parties in\naccordance with this Section:\n\n               (i)  If to VeriSign:\n               \n                          VeriSign Inc.\n                          1350 Charleston Road\n                          Mountain View, CA 94043\n                          Attention:  President\n               \n               with a copy to:\n               \n                          Fenwick &amp; West LLP\n                          Two Palo Alto Square, Suite 500\n                          Palo Alto, CA 94306 Attention:  Gordon Davidson, Esq.\n                          Fax Number:  (415) 494-1417\n               \n               (ii) If to THAWTE Shareholder:\n               \n                          Mark Shuttleworth\n                          12 Plein Street\n                          Durbanville Cape Town\n                          7550\n                          Fax Number:  (011) (27) (21) 975-3089\n\n \n                    with a copy to:\n\n                          Werksmans Attorneys\n                          Werksmans Chambers\n                          22 Girton Road\n                          Parktown, Johannesburg\n                          2193\n                          South Africa\n                          Attention: Wildu du Plessis\n              Fax:  (011)(27)(11) 484.3100\n\n                    and a copy to:\n\n                          Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                          525 University Avenue\n                          Suite 220\n                          Palo Alto, California 94301\n                                      USA\n                          Attention:  Kenton J. King\n                          Fax Number: (1)(650) 470.4570\n\n          12.10 Construction of Agreement. This Agreement has been negotiated by\n                -------------------------\nthe respective parties hereto and their attorneys and the language hereof will\nnot be construed for or against either party. A reference to a Section or an\nexhibit will mean a Section in, or exhibit to, this Agreement unless otherwise\nexplicitly set forth. The titles and headings herein are for reference purposes\nonly and will not in any manner limit the construction of this Agreement which\nwill be considered as a whole.\n\n          12.11 No Joint Venture. Nothing contained in this Agreement\n                ---------------- \nwill be deemed or construed as creating a joint venture or partnership between\nany of the parties hereto. No party is by virtue of this Agreement authorized as\nan agent, employee or legal representative of any other party. No party will\nhave the power to control the activities and operations of any other party and\ntheir status is, and at all times will continue to be, that of independent\ncontractors with respect to each other. No party will have any power or\nauthority to bind or commit any other. No party will hold itself out as having\nany authority or relationship in contravention of this Section.\n\n          12.12 Further Assurances. Each party agrees to cooperate fully\n                ------------------\nwith the other parties and to execute such further instruments, documents and\nagreements and to give such further written assurances as may be reasonably\nrequested by any other party to evidence and reflect the transactions described\nherein and contemplated hereby and to carry into effect the intents and purposes\nof this Agreement.\n\n          12.13 Absence of Third Party Beneficiary Rights. No provisions\n                -----------------------------------------  \nof this Agreement are intended, nor will be interpreted, to provide or create\nany third party beneficiary rights or any other rights of any kind in any\nclient, customer, affiliate, shareholder, partner, \n\n \nemployee, agent, consultant or any party hereto or any other person or entity\nunless specifically provided otherwise herein, and, except as so provided, all\nprovisions hereof will be personal solely between the parties to this Agreement.\n\n          12.14 Public Announcement. Upon execution of this Agreement,\n                -------------------                 \nVeriSign and THAWTE will issue a press release approved by VeriSign and the\nTHAWTE Shareholder announcing the Exchange. Thereafter, VeriSign may issue such\npress releases, and make such other disclosures regarding the Exchange, as it\ndetermines are required under applicable securities laws or regulatory rules,\nbut shall first consult with the THAWTE Shareholder and provide the THAWTE\nShareholder with an opportunity to comment on any such press release. Prior to\nthe publication of the press release issued upon execution of this Agreement\n(unless this Agreement has been terminated), no party hereto shall make any\npublic announcement relating to this Agreement or the transactions contemplated\nhereby and the THAWTE Shareholder shall use his best efforts to prevent any\ntrading in VeriSign Common Stock by officers, directors, Shareholder, employees,\nagents and consultants of THAWTE and\/or of any THAWTE Subsidiaries.\nNotwithstanding these limitations, in connection with the Closing, THAWTE's\nfinancial advisor shall be permitted to publish tombstone advertisements related\nto the transactions contemplated hereby.\n\n          12.15 Confidentiality. The THAWTE Shareholder shall cause THAWTE to\n                --------------- \nconfirm and VeriSign shall confirm that they have entered into the\nConfidentiality Agreement and that they are each bound by, and will abide by,\nthe provisions of such Confidentiality Agreement [(except that VeriSign will\ncease to be bound by the Confidentiality Agreement after the Exchange becomes\neffective)]. If this Agreement is terminated, all copies of documents containing\nconfidential information of a disclosing party shall be returned by the\nreceiving party to the disclosing party or be destroyed, as provided in the\nConfidentiality Agreement.\n\n          12.16 Entire Agreement. This Agreement and the exhibits hereto\n                ----------------\nTHAWTE constitute the entire understanding and agreement of the parties hereto\nwith respect to the subject matter hereof and supersede all prior and\ncontemporaneous agreements or understandings, inducements or conditions, express\nor implied, written or oral, between the parties with respect hereto other than\nthe Confidentiality Agreement. The express terms hereof control and supersede\nany course of performance or usage of the trade inconsistent with any of the\nterms hereof.\n\n          12.17 U.S. Dollars; South African Rand. United States dollars are\n                --------------------------------\nreferred to herein by the international symbol \"$.\" South African Rand are\nreferred to herein by their international symbol \"ZAR.\"\n\n \n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\nVERISIGN, INC.\n\n\n\nBy: \/s\/ Stratton Sclavos  \n   -----------------------                                                 \nName:_____________________      \nIts:  President\n\n\n\n\n\nTHAWTE SHAREHOLDER\n\n\nBy: \/s\/ Mark Shuttleworth\n   ----------------------                                                \n      Mark Shuttleworth\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9242],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9625],"class_list":["post-43409","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-verisign-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__exchange"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43409","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43409"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43409"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43409"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43409"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}