EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

among:

EBAY INC.,

a Delaware corporation,

PAYPAL, INC.,

a Delaware corporation,

PAYPAL INTERNATIONAL LIMITED,

a company incorporated in the Republic of Ireland,

and

VERISIGN, INC.,

a Delaware corporation

Dated as of October 10, 2005

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of October 10, 2005, by and among: VERISIGN, INC., a Delaware corporation (“Seller”); EBAY INC., a Delaware corporation (“Parent”); PAYPAL, INC., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Parent; and PAYPAL INTERNATIONAL LIMITED, a company incorporated in the Republic of Ireland and a wholly owned subsidiary of Purchaser (“International” and together with Purchaser, “Purchasers”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

RECITAL

Seller and Purchasers wish to provide for the sale of the Transferred Assets (as defined in Section 1.1) to Purchasers and/or an affiliate of Purchasers and assumption of the Assumed Liabilities (as defined in Section 1.5) by Purchaser on the terms set forth in this Agreement.

AGREEMENT

The parties to this Agreement, intending to be legally bound, agree as follows:

1. SALE OF TRANSFERRED ASSETS; RELATED TRANSACTIONS.

1.1 Sale of Transferred Assets. Subject to Section 1.2, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Purchasers and/or (at Purchaser’s discretion) an affiliate of Purchasers, at the Closing, the following properties, rights, interests and tangible and intangible assets, whether existing as of the date of this Agreement or acquired during the Pre-Closing Period and whether owned by Seller or a Subsidiary of Seller (the “Transferred Assets”), on the terms and subject to the conditions set forth in this Agreement:

(a) Patents and Patent Applications: All of the patents, patent applications and patent rights to inventions that are identified on Schedule 1.1(a), and any counterparts, reissues, divisions, extensions, continuations and continuations in part of, and any other patents claiming priority from, any of the foregoing, in each case in any jurisdiction in the world (the patents, patent applications, patent rights to inventions, counterparts, reissues, divisions, extensions, continuations and continuations in part of, and any other patents claiming priority from, any of the foregoing referred to in this Section 1.1(a) being referred to in this Agreement as the “Transferred Patents”).

(b) Trademarks, Tradenames and Service Marks: All of the tradenames, trademarks, service marks and other marks (including brand names, product names, logos, and slogans) and applications therefor that are identified on Schedule 1.1(b) and all rights therein (the tradenames, trademarks and service marks and rights therein referred to in this Section 1.1(b) being referred to as the “Transferred Marks”).

(c) Domain Names: All of the domain name registrations and uniform resource locators (“URLs”) that are identified on Schedule 1.1(c) and all rights therein (the domain name registrations, URLs and rights therein referred to in this Section 1.1(c) being referred to as the “Transferred Domain Names”).

(d) Other Intellectual Property and Intellectual Property Rights: All of the Intellectual Property and Intellectual Property Rights (other than: (i) patents, patent applications, patent rights and rights in patentable inventions; (ii) tradenames, trademarks, service marks and other marks (including brand names, product names, logos, and slogans) and applications therefor and rights therein; and (iii) domain names, URLs and rights therein) that are owned by Seller or any Subsidiary of Seller and necessary for the conduct of, or that are primarily used in or held for use for, the Business, including the Intellectual Property and Intellectual Property Rights referred to in Schedule 1.1(d) (the Transferred Patents, Transferred Marks and Transferred Domain Names, together with the Intellectual Property and Intellectual Property Rights referred to in this Section 1.1(d), being referred to in this Agreement as the “Transferred IP”).

(e) Customer/Merchant Base: All contact information, files and other data possessed by Seller or any of Seller’s Subsidiaries to the extent related to the direct customers, merchants, reseller partners and processors of the Business that have not Opted Out and all Cleansed Data (but not any other information or data) contained or included in Seller’s Pay 1 database (whether or not the direct customer, merchant, reseller partner or processor linked to such Cleansed Data has Opted Out).

(f) Fixed Assets: All computer equipment and other tangible assets of Seller or any Subsidiary of Seller identified on Schedule 1.1(f) (the tangible assets referred to in this Section 1.1(f) being referred to in this Agreement as the “Transferred Fixed Assets”); provided, however, that unless the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the tangible assets identified in Part 2.4 of the Disclosure Schedule (the “Australian Fixed Assets”) shall not be included in the Transferred Fixed Assets.

(g) Contracts: All rights of Seller or any Subsidiary of Seller under: (i) the Seller Contracts identified on Schedule 1.1(g)(i) (the “Shared Seller Contracts”) to the extent that such rights relate to the Business or any Business Offering; (ii) the Seller Contracts related to the Business that are merchant agreements and that Seller or any Subsidiary of Seller has entered into pursuant to the corresponding Standard Form Agreement (as defined in Section 2.5(b)), other than the Shared Seller Contracts (the “Standard Merchant Agreements”); (iii) the Seller Contracts related to the Business that are confidentiality agreements, employee proprietary information and invention assignment agreements or similar agreements, to the extent that such rights relate to the Business or the Transferred Assets; (iv) the Seller Contracts identified on Schedule 1.1(g)(iv) (the “Other Business Contracts”); (v) the Seller Contracts related to the Business that are entered into by Seller or any Subsidiary of Seller during the Pre-Closing Period in compliance with Sections 4.2(d) and 4.2(e); (vi) the Seller Contracts related to the Business that are entered into by Seller or any Subsidiary of Seller during the Pre-Closing Period that, in the timeframe contemplated by the parenthetical clause at the end of Section 1.2(d), Purchaser notifies Seller at any time (either before or after the Closing) are to be included in the Transferred Assets; (vii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the Seller Contracts identified on Schedule 1.1(g)(vii) to the extent that such rights relate to the Business or any Business Offering (the “Australian Contracts”); and (viii) the Seller Contracts, if any, and to the extent the rights under such Seller Contracts are assignable in whole or in part without further payment, liability or obligation on behalf of Seller, that are either (A) license agreements for the operating systems on the data center hardware and development and quality assurance hardware that are included in the Transferred Fixed Assets, or (B) service contracts, extended warranties, and other similar agreements for the data center hardware and development and quality assurance hardware that are included in the Transferred Fixed Assets.

(h) Claims: All Claims (including Claims for past infringement of Transferred IP) of Seller or any Subsidiary of Seller against other Persons relating to the Transferred Assets (regardless of whether or not such Claims have been asserted by Seller or any Subsidiary of Seller), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery related to the Transferred Assets possessed by Seller or any Subsidiary of Seller (regardless of whether such rights are currently exercisable).

(i) Promotional Materials, Records, Etc.: All advertising and promotional materials, and all books (including log books), records, files, data, notebooks, research reports, computer databases, and computer email archives, including programming diagrams, development documentation, specifications and specification negotiations, written customer configurations, written financial arrangements, security documentation and certifications, and related third party information (collectively, “Records”), in each case that are necessary for the conduct of, or are primarily used in or held for use for, the Business and in each case excluding personally identifiable data for any Transferred Customer (as defined in Section 9.3(a)) that has Opted Out (the “Transferred Records”).

(j) Post-Closing Revenue: All rights of Seller or any Subsidiary of Seller to recognize revenues following the Closing Date under or pursuant to any Seller Contract that is assumed by Purchaser hereunder.

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(k) Goodwill: All goodwill of the Business.

1.2 Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, the parties agree that neither Seller nor any Subsidiary of Seller is selling, assigning, transferring, conveying or delivering (nor does Seller or any such Subsidiary have any obligation to assign, transfer, convey or deliver) to Purchasers or an affiliate of Purchasers, and the Transferred Assets shall not include, any assets that are not Transferred Assets (the “Excluded Assets”). For greater clarity, the Excluded Assets include:

(a) the assets specifically identified on Schedule 1.2(a);

(b) all rights, interests and claims of Seller under this Agreement, the Transactional Agreements to which Seller is a party and any other agreements between Seller and any of its Subsidiaries and Parent or Purchaser and any of its affiliates;

(c) all corporate minutes and stock books of account of Seller and its Subsidiaries, blank stock certificates, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals and other documents relating to the organization, maintenance and existence of Seller and its Subsidiaries as a corporation;

(d) all Seller Contracts relating to the Business entered into during the Pre-Closing Period in violation of Section 4.2(d) or Section 4.2(e), unless, prior to the Closing, Purchaser notifies Seller in writing that such Seller Contract is a Transferred Asset (it being understood that if during the Pre-Closing Period Seller or any Subsidiary of Seller enters into a Seller Contract relating to the Business in violation of Section 4.2(d) or Section 4.2(e), then notwithstanding this clause “(d)” or clause “(e)” of this Section 1.2, Purchaser shall be entitled (but not required) to designate such Seller Contract as a Transferred Asset at any time (either before or after the Closing) within 10 days after Seller provides Purchaser with a copy of such Seller Contract and notifies Purchaser that such Seller Contract was entered into during the Pre-Closing Period in violation of Section 4.2(d) or Section 4.2(e));

(e) all contracts, agreements, arrangements, commitments and undertakings to which Seller or its Subsidiaries are a party or is bound or to which its assets are subject that are not described in Section 1.1(g);

(f) any cash, cash equivalents, receivables or amounts invoiced (other than amounts invoiced in advance of the scheduled billing date therefor) that have not yet been recorded as receivables of Seller relating to the Business that exist or are accrued prior to or as of the Closing Date;

(g) all rights of recovery related to the receivables and other amounts described in Section 1.2(f);

(h) all assets or rights that relate to the Employee Plans of Seller;

(i) any Contracts, assets or rights that are necessary for the conduct of, or that are primarily used in or held for use for, Seller’s payment and billing services as part of Seller’s prepaid, postpaid and content business within Seller’s communications business, other than any Contracts, assets or rights included in the Seller Business Software that is included in the Transferred Assets, the Transferred Patents, the Transferred Marks, the Transferred Domain Names, the Transferred Fixed Assets, the Shared Seller Contracts, the Standard Merchant Contracts, the Other Business Contracts or the Australian Contracts;

(j) all Governmental Authorizations; and

(k) if the Seller Contract identified in item #1 on Schedule 4.10 has not been amended as set forth on Schedule 4.10 prior to the Closing, the Australian Contracts and the Australian Fixed Assets.

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1.3 Agreements Relating to Transfer of Transferred Assets.

(a) Seller shall electronically transfer all of the Transferred IP to Purchasers or an affiliate of Purchasers promptly following the Closing and shall not deliver any Transferred IP to Purchasers or any affiliate of Purchasers on any tangible medium. In the event any tangible Transferred Asset is inadvertently transferred to Purchasers together with any Transferred IP, such tangible asset shall be returned to Seller, the Transferred IP thereon shall be removed by Seller, Seller shall transfer such tangible Transferred Asset back to Purchasers without such Transferred IP, and Purchasers shall irretrievably remove such Transferred IP that was originally acquired on a tangible medium from Seller’s computers or other electronic media. Promptly following any electronic transmission of any Transferred IP, Seller shall execute and deliver to Purchaser a certificate in a form reasonably acceptable to Purchaser and containing, at a minimum, the following information: (i) the date of transmission; (ii) the time the transmission was commenced and concluded; (iii) the name of the individual who made the transmission; (iv) the signature of such individual; (v) a general description of the nature of the items transmitted sufficient to distinguish the transmission from other transmissions; and (vi) a certification that no Transferred IP was transferred to Purchasers or any affiliate of Purchasers on any tangible personal property.

(b) Except as expressly set forth in Section 1.3(c), Purchaser and Seller shall cooperate and work together to transfer promptly the Transferred Assets to Purchasers and shall take all other steps reasonably required to enable Purchasers to obtain possession of and good and valid title to, the Transferred Assets. Within five days after the Closing, each party will appoint a representative from its organization with appropriate technical expertise for the purpose of evaluating and transferring the Transferred Assets to Purchaser. Such individuals will consult with other members of each party’s organization as needed to accomplish such evaluation and transfer.

(c) For the avoidance of doubt, Seller may retain possession of the following Transferred Assets:

(i) subject to the parenthetical clause at the end of this sentence, any Transferred Assets that are necessary for the performance by Seller of its obligations under the Transition Services Agreement (as defined in Section 5.6(a)), solely for the use permitted under the Transition Services Agreement and only for the term of the Transition Services Agreement (it being understood that Seller shall deliver all such Transferred Assets to Purchasers promptly following the end of the term of the Transition Services Agreement and, subject to clauses “(ii),” “(iii)” and “(iv)” below, Seller shall promptly destroy any and all copies of such Transferred Assets that remain in the Seller’s possession following such delivery to Purchasers);

(ii) subject to the parenthetical clause at the end of this sentence, a copy of the Transferred IP that is expressly licensed by Purchaser to Seller pursuant to the terms of the License Agreement, solely for the use permitted under the License Agreement and only for the term of the License Agreement (it being understood that, subject to clause “(iii)” below, promptly following the end of the term of the License Agreement, Seller shall destroy any and all copies of such Transferred IP);

(iii) a copy of all contact information, files and other data possessed by Seller or any of Seller’s Subsidiaries solely to the extent related to the customers, merchants, reseller partners and processors of any of Seller’s businesses other than the Business and solely to the extent currently used in any of Seller’s businesses other than the Business (it being understood that: (A) subject to clause “(B)” of this sentence, any such information, files or other data may be used only to the extent necessary for the operation of Seller’s businesses other than the Business; and (B) any such information, files or other data that prior to the Closing was maintained as confidential information by Seller or any Subsidiary of Seller will be continued to be maintained as confidential information of Seller or any Seller Subsidiary following the Closing using the same standard of care and protection regarding non-disclosure as Seller and its Subsidiaries used prior to the Closing but in any event no less than a reasonable standard of care;

(iv) subject to the parenthetical clause at the end of this sentence, a copy of all Transferred Records that are financial records or information, financial files and other financial data related to the

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customers, merchants, reseller partners and processors of the Business solely to the extent necessary for (and for use solely for): (A) the preparation of tax returns and financial statements which are the responsibility of Seller; (B) the management and handling of any tax audits and tax disputes; (C) complying with any audit request; or (D) satisfying liabilities related to the Business that are not Assumed Liabilities (it being understood that: (1) such Transferred Records will only be accessible by financial and legal employees and advisors of Seller and its Subsidiaries having a need to access such Transferred Records to perform the obligations set forth above, and (2) with respect to any such Transferred Records that prior to the Closing were maintained as confidential information by Seller or any Subsidiary of Seller will be continued to be maintained as confidential information of Seller or any Seller Subsidiary following the Closing using the same standard of care and protection regarding non-disclosure as Seller and its Subsidiaries used prior to the Closing but in any event no less than a reasonable standard of care; and

(v) subject to the parenthetical clause at the end of this sentence, a copy of all Transferred Records applicable to (and for use solely for) complying with any subpoena or other investigative demand by any Governmental Body or for any civil litigation, provided that: (A) with respect to any Transferred Records that include, embody, incorporate, are derived from or relate to any of the Transferred IP, any such Transferred Records may be: (1) subject to clause “(3)” of this sentence, retained and available only to the internal and external legal counsel to Seller; (2) used solely for the defense of the legal proceedings referred to in Part 2.5(h) of the Disclosure Schedule or any other legal proceedings that may arise after the Closing; and (3) disclosed to a third party in connection with any legal proceedings referred to in this clause “(v)” only if: (w) Seller provides Purchaser with at least five business days prior notice of such proposed disclosure; (x) at the request of Purchaser, seeks a protective order or other appropriate protection with respect to such Transferred Records; (y) uses its reasonable best efforts to limit the disclosure of such Transferred Records to the greatest extent possible; and (z) uses its reasonable best efforts to cause such Transferred Records to be treated confidentially by each Person to whom they are disclosed; and (B) with respect to any other Transferred Records: (1) subject to clause “(2)” of this sentence, retained and available only to the internal and external legal counsel to Seller; and (2) disclosed to a third party only in connection with the legal proceedings referred to in this clause “(v)” and only if: (x) Seller provides Purchaser with at least five business days prior notice of such proposed disclosure; (y) Seller uses its reasonable best efforts to limit the disclosure of such Transferred Records to the greatest extent possible; and (z) Seller uses its reasonable best efforts to cause such Transferred Records to be treated confidentially by each Person to whom they are disclosed.

1.4 Purchase Price.

(a) As consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets pursuant to this Agreement:

(i) subject to Section 1.4(b), at the Closing, Purchaser shall pay (or cause to be paid) to Seller, in cash, an amount equal to $370,000,000 (the “Consideration”), by wire transfer to an account number provided to Purchaser by Seller prior to the Closing; and

(ii) at the Closing, Purchaser shall assume the Assumed Liabilities (as defined in Section 1.5(b)) by delivering to Seller a Bill of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B (the “Bill of Sale and Assignment and Assumption Agreement”).

(b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser may, at any time after December 1, 2005, but prior to the Closing Date, elect to have Parent issue shares of Parent Common Stock to Seller in lieu of all or any portion of the Consideration (such election being referred to as the “Stock Payment Election”); provided, however, that Purchaser may not make the Stock Payment Election: (i) unless the shares of Parent Common Stock issuable to Seller are covered by an effective registration statement on Form S-3 and are not subject to restrictions on public resale under applicable U.S. securities laws; (ii) unless the shares of Parent Common Stock to be issued in the Transactions shall have been approved for listing (subject to notice of issuance) on the NASDAQ National Market; (iii) if all of the conditions set forth in Sections 5 and 6 have been satisfied or waived on or prior to December 1, 2005; and (iv) there shall not have occurred (and there shall not be reasonably likely to occur) any effect, change, event or other circumstance relating to Parent that could result in a

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suspension of the use of the Registration Statement (as defined in the Registration Rights Agreement) or any prospectus or prospectus supplement relating thereto. In the event that Purchaser makes the Stock Payment Election, at the Closing, Purchaser shall, in lieu of the cash payment set forth in Section 1.4(a)(i):

(i) pay (or cause to be paid) to Seller an amount in cash equal to the Consideration less the portion of the Consideration to which the Stock Payment Election applies (such portion being referred to as the “Stock Payment Amount”); and

(ii) cause Parent to issue to Seller the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the quotient of the Stock Payment Amount divided by the Parent Average Stock Price.

1.5 Assumption of Liabilities.

(a) Except as set forth in Section 1.5(b), neither Purchaser nor any affiliate of Purchaser shall assume any Liabilities of Seller or any Subsidiary of Seller (whether or not related to the Business or the Transferred Assets), including, but not limited to: (i) any Tax Liabilities of Seller or any Subsidiary of Seller; (ii) any Liabilities of Seller or any Subsidiary of Seller relating to accounts payable, accrued liabilities, indebtedness, legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with the sale of the Transferred Assets; (iii) any wages or salaries or other Liabilities relating to any employee of Seller or any Subsidiary of Seller, including the Retained Employment Liabilities (as defined in Section 9.1(c)) but excluding any Post-Hiring Date Employment Liabilities; (iv) any Liability of Seller or any Subsidiary of Seller under the Shared Seller Contracts; and (v) any other Liabilities of Seller or any Subsidiary of Seller.

(b) Notwithstanding Section 1.5(a), Purchaser and/or (at Purchaser’s discretion) an affiliate of Purchaser shall assume the following obligations and liabilities (the “Assumed Liabilities”): (i) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Standard Merchant Agreements and the Other Business Contracts; (ii) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Shared Seller Contracts to the extent that such obligations relate to the Business Offerings only; (iii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Australian Contracts, to the extent that such obligations relate to the Business Offerings only; (iv) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business entered into during the Pre-Closing Period in full compliance with Sections 4.2(d), 4.2(e)(i) and 4.2(e)(ii); and (v) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business that are entered into during the Pre-Closing Period to the extent that Purchaser notifies Seller at any time (either before or after the Closing) that such Seller Contracts are Transferred Assets, but in any case (under clauses “(i),” “(ii), “ “(iii),” “(iv)” and “(v)” of this sentence) only to the extent that such obligations: (A) arise after the Closing Date; (B) do not arise from or relate to any breach by Seller or any Subsidiary of Seller of any provision of any of such Contracts; (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Contracts; and (D) are ascertainable (in nature and amount) solely by reference to the express terms of such Contracts; provided, however, that Purchaser shall not assume any obligations or have any rights under any Seller Contract that is a Specified Asset (as defined in Section 10.1(a)) until such time as such Seller Contract is deemed to have been assigned and transferred to Purchaser in accordance with Section 10.1(a).

1.6 Sales Taxes. Seller shall bear and pay (or cause one or more of its Subsidiaries to bear and pay) any sales taxes, value added taxes, use taxes, transfer taxes, documentary charges or similar taxes, charges or fees (collectively, “Transfer Fees”) that may become payable in connection with the sale of the Transferred Assets to Purchasers; provided, however, that in the event that any portion of the Consideration allocated to the Transferred Fixed Assets on the Consideration Allocation Schedule (as defined in Section 1.7) exceeds the aggregate book value of the Transferred Fixed Assets carried by Seller on its books as of the date of this Agreement, then Purchaser shall bear and pay any Transfer Fees that become payable on the portion of such allocated Consideration that exceeds the

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aggregate book value of such Transferred Fixed Assets. Notwithstanding anything to the contrary contained in this Agreement, any Transfer Fees resulting from Seller’s failure to deliver any Transferred IP to Purchasers by electronic transmission in accordance with Section 1.3(a) shall be borne and paid entirely by Seller, unless Purchaser requests in writing that Seller deliver such Transferred IP to Purchaser in the form of tangible personal property as a result of Purchaser’s inability to receive, download or accept electronic delivery of such Transferred IP by Seller. Upon request by Purchaser, Seller shall provide to Purchaser a receipt for any amounts paid by Purchaser pursuant to this Section 1.6.

1.7 Allocation. The Consideration shall be allocated among the Transferred Assets in accordance with a schedule to be prepared in accordance with the valuation assigned to the Transferred Assets by a nationally recognized, independent, third-party valuation firm selected by Purchaser within 60 days following the Closing Date (the “Consideration Allocation Schedule”) (it being understood that the Consideration Allocation Schedule shall be prepared in compliance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder), and neither Purchaser, Parent nor Seller shall file (and shall not permit any of their Subsidiaries or affiliates to file) any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with the allocation set forth on the Consideration Allocation Schedule. To the extent that Purchasers plan to use any of the Transferred Assets outside of the United States, Purchaser may identify such Transferred Assets (the “non-US Transferred Assets”) at or prior to the Closing and allocate a portion of the Consideration to such non-US assets to be paid by any affiliate of Purchaser identified by Purchaser. For this purpose, a preliminary allocation of the Consideration between the US Transferred Assets and the non-US Transferred Assets will be provided by Purchaser to Seller at or prior to the Closing, subject to adjustment as set forth in the Consideration Allocation Schedule.

1.8 Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 5 and 6, the closing of the sale of the Transferred Assets pursuant to this Agreement (the “Closing”) shall take place at the offices of Cooley Godward LLP in Palo Alto, California, at a time and date (no later than the fifth business day after the satisfaction or waiver of the last of the conditions set forth in Sections 5 and 6 to be satisfied, other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) to be agreed upon by Purchaser and Seller. For purposes of this Agreement, “Closing Date” shall mean the date on which the Closing actually takes place.

2. REPRESENTATIONS AND WARRANTIES OF SELLER.

Seller represents and warrants, to and for the benefit of the Purchaser Indemnified Persons, as follows:

2.1 Due Organization. Seller and each Subsidiary of Seller that owns any Transferred Assets or is otherwise involved in the Business is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

2.2 Equipment; Fixed Assets.

(a) Part 2.2(a) of the Disclosure Schedule accurately identifies as of the date of this Agreement all computer equipment and other tangible assets of Seller or any Subsidiary of Seller that are necessary for the conduct of, or are primarily used in or held for use for, the Business.

(b) All of the Transferred Fixed Assets: (i) are (and will as of the Closing be) structurally sound, free of material defects and deficiencies; (ii) are in good condition and repair in all material respects (ordinary wear and tear excepted); and (iii) are (and will as of the Closing be) adequate in all material respects for the uses to which they are currently being put (it being understood that removing any Transferred IP from any Transferred Fixed Asset for purposes of compliance with Section 1.3(a) shall not, in and of itself, constitute a breach of this Section 2.2(b) with respect to such Transferred Fixed Asset).

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2.3 Financial Statements; Customers; Services.

(a) Seller has delivered to Purchaser (i) the unaudited statement of revenues and expenses of the Business for the year ended December 31, 2004, (ii) the unaudited statement of revenues and expenses of the Business for the eight months ended August 31, 2005; and (iii) the unaudited list of fixed assets of the Business as of August 31, 2005 (the financial statements referred to in clauses “(i),” “(ii)” and “(iii)” of this sentence being collectively referred to as the “Business Unit Financial Statements”). The revenues, direct expenses and fixed assets included in the Business Unit Financial Statements were prepared in accordance with generally accepted accounting principles in the United States. The Business Unit Financial Statements have been prepared with due care in accordance with the books and records of Seller. The Business Unit Financial Statements present fairly in all material respects the revenues, direct expenses and fixed assets of the Business for the relevant periods referred to above. Seller has delivered to Purchaser the unaudited statement of revenues and expenses (in Australian dollars) for Seller’s Australian payments business for the nine months ended September 30, 2005 (the “Australian Statement”). The revenues and direct expenses included in the Australian Statement were prepared in accordance with generally accepted accounting principles in Australia. The Australian Statement has been prepared with due care in accordance with the books and records of VeriSign Australia Limited. The Australian Statement presents fairly in all material respects the revenues and direct expenses of the Business as conducted by VeriSign Australia Limited for the nine months ending September 30, 2005. The Business Unit Financial Statements do not contain all corporate expenses, taxes and intercompany charges.

(b) Part 2.3(b)(i) of the Disclosure Schedule provides an accurate and complete listing of the revenues received by Seller and its Subsidiaries from the top 25 customers (including merchants, resellers, distributors and referral partners) of the Business (based on total revenues received by Seller and its Subsidiaries related to the Business) with respect to the Business Offerings in fiscal year ended December 31, 2004 and in the eight months ended August 31, 2005. Other than as identified on Part 2.3(b)(ii) of the Disclosure Schedule, since January 1, 2005, neither Seller nor any of its Subsidiaries has received any written notice or, to the Knowledge of Seller, any other communication indicating that any such top 25 customer of the Business intends or expects to cease being a customer of the Business or to materially reduce the volume of such customer’s business below the volume thereof during fiscal year 2004 and fiscal year 2005 (calculated on an annualized basis).

2.4 Title to Certain Transferred Assets. Seller (or the Subsidiary of Seller identified in Part 2.4 of the Disclosure Schedule) owns, and has good and valid title to, all of the Transferred Assets, free and clear of any Encumbrances, other than Permitted Encumbrances (it being understood that no representation or warranty is being made in this Section 2.4 with respect to any Transferred IP). Except as specifically identified in Part 2.4 of the Disclosure Schedule, no Subsidiary or other affiliate of Seller owns (or has any rights with respect to) any of the Transferred Assets. To the extent that any of the Transferred Assets are located or owned by an Entity located outside the United States, the part of the Disclosure Schedule that identifies such Transferred Asset also identifies the location of such Transferred Asset and the Entity that owns such Transferred Asset.

2.5 Intellectual Property.

(a) Part 2.5(a) of the Disclosure Schedule accurately identifies and describes:

(i) in Part 2.5(a)(i) of the Disclosure Schedule, each Business Offering;

(ii) in Part 2.5(a)(ii) of the Disclosure Schedule: (A) each item of Seller IP that is Registered IP (other than trademarks, tradenames, service marks, service names and domain names) in which Seller or any Subsidiary of Seller has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise); (B) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and (C) any other Person that has an ownership interest in such item of Registered IP and the nature of such ownership interest;

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(iii) in Part 2.5(a)(iii) of the Disclosure Schedule: each Seller Contract pursuant to which any Intellectual Property Rights or Intellectual Property used in the development or provision of the Business Offerings is licensed to Seller or any Subsidiary of Seller (other than software license agreements for any third-party software that is generally available to the public on standard terms at a cost of less than $5,000); and

(iv) in Part 2.5(a)(iv) of the Disclosure Schedule: (A) each Seller Contract pursuant to which any Person has been granted any exclusive license under, or otherwise has received or acquired any exclusive right (whether or not currently exercisable) or interest in, any Transferred IP; and (B) each other Seller Contract pursuant to which any Person has been granted any other license under, or otherwise has received or acquired any other right (whether or not currently exercisable) or interest in, any Transferred IP (other than: (1) non-exclusive licenses granted by Seller or any Subsidiary of Seller pursuant to a Standard Form Agreement of Seller or any Subsidiary of Seller; and (2) non-disclosure agreements entered into by Seller in the ordinary course of business providing revocable, non-exclusive rights to use confidential information for a limited purpose).

(b) Seller has provided to Purchaser a complete and accurate copy of each standard form of the following Contracts currently used by Seller or any Subsidiary of Seller in connection with the Business: (i) referral agreement; (ii) development agreement; (iii) distributor or reseller agreement; (iv) employee agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (v) consulting or independent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; (vi) confidentiality or nondisclosure agreement; or (vii) merchant agreement (such standard form agreements being referred to as the “Standard Form Agreements”). There is no material difference between each Standard Form Agreement and any standard form of such agreement: (A) that was previously used by Seller or any Subsidiary of Seller in connection with the Business; and (B) under which there exists any current rights or obligations. Part 2.5(b) of the Disclosure Schedule accurately identifies each Seller Contract being assigned to Purchaser or an affiliate of Purchaser pursuant to this Agreement that constitutes a Contract with a reseller, referral partner, distributor or merchant and that deviates in any material respect from the corresponding Standard Form Agreement. Except for the nonexclusive licenses and rights granted in Contracts identified in Part 2.5(a)(iv) of the Disclosure Schedule, and except for non-exclusive licenses granted by Seller or any Subsidiary of Seller pursuant to a Standard Form Agreement and non-disclosure agreements entered into by Seller or any Subsidiary of Seller in the ordinary course of business providing revocable, non-exclusive rights to use confidential information for a limited purpose, Seller is not bound by, and no Transferred IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, exploit, assert, or enforce any Transferred IP anywhere in the world.

(c) Seller (or the Subsidiary of Seller identified in Part 2.5(c) of the Disclosure Schedule) exclusively owns all right, title and interest to and in the Transferred IP free and clear of any Encumbrances (other than Permitted Encumbrances). Without limiting the generality of the foregoing:

(i) all documents and instruments necessary to perfect the rights of Seller or any Subsidiary of Seller in each item of Registered IP included in the Transferred Assets have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;

(ii) Seller and each Subsidiary of Seller has and enforces a policy of securing from each Person who is or was an employee or independent contractor of Seller or any Subsidiary of Seller and who is or was involved in the creation or development of any Seller IP a valid and enforceable agreement containing an irrevocable (subject to the limitations of any applicable public law) assignment of Intellectual Property Rights to Seller or the applicable Subsidiary of Seller and confidentiality provisions protecting the Seller IP that is maintained or purported to be maintained by Seller as a trade secret; and

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(iii) Seller and each Subsidiary of Seller has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by Seller or any Subsidiary of Seller, or purported to be held by Seller or any Subsidiary of Seller, as a trade secret relating to the Business.

(d) All Registered IP included in the Transferred Assets (other than pending applications) is subsisting and, to the Knowledge of Seller, is valid and enforceable. Without limiting the generality of the foregoing:

(i) all filings, payments and other actions required to be made or taken by Seller or any Subsidiary of Seller to maintain each item of Registered IP included in the Transferred Assets in full force and effect have been made or taken by the applicable deadline, except where the failure to make or take such filings, payments or actions would not and would not reasonably be expected to have an adverse effect on any Registered IP included in the Transferred Assets; and

(ii) no interference, opposition, reissue, reexamination or other Proceeding of any nature is or has been pending or, to the Knowledge of Seller, threatened, in which the scope, validity or enforceability of any Registered IP included in the Transferred Assets is being, has been or could reasonably be expected to be contested or challenged.

(e) The Transferred IP constitutes all of the Intellectual Property Rights of Seller or any Subsidiary of Seller that is necessary: (i) to develop, manufacture, market, distribute, sell, support and use the Business Offerings as such activities have been carried on or are currently proposed to be carried on by Seller or any Subsidiary of Seller; and (ii) to enable Purchaser to conduct the Business in the manner in which the Business has been conducted, is currently being conducted and is currently proposed by Seller (or any Subsidiary of Seller) to be conducted.

(f) Neither the execution, delivery or performance of any of the Transactional Agreements nor the consummation of any of the Transactions will, with or without notice or the lapse of time, and as a result of any provision of or obligation under any Seller Contract, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Transferred IP; (ii) a material breach of any Contract listed or required to be listed in Part 2.5(a)(iii) of the Disclosure Schedule and that is included in the Transferred Assets; (iii) the release, disclosure or delivery of any source code or trade secrets included in the Transferred IP by or to any escrow agent or other Person, other than to Parent or Purchaser pursuant to this Agreement; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Transferred IP, other than to Parent or Purchaser pursuant to this Agreement, the Transition Services Agreement or the License Agreement.