•] Shares SAFENET HOLDING CORPORATION COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • New York
SafeNet Holding Corporation., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [•] shares of the common stock, par value $0.001 per share, of the Company (the “Firm Shares”), of which [•] shares are to be issued and sold by the Company and [•] shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
SAFENET HOLDING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________, 201__ and is between SafeNet Holding Corporation, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2011 • SafeNet Holding Corp • Computer peripheral equipment, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 18th day of February, 2010, (the “Effective Date”) by and between SafeNet, Inc., a Delaware corporation (the “Company”) and Kenneth M. Siegel an individual (the “Executive”).
SECOND LIEN CREDIT AGREEMENT DATED AS OF APRIL 12, 2007 AMONG STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), as Company, VECTOR STEALTH HOLDINGS II, L.L.C., as Holdings, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, and...Second Lien Credit Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • New York
The undersigned shall not, under any circumstances, be obligated to contribute to Holdings more than the Commitment. The undersigned’s obligation to fund the Commitment is subject to funding the Loans to be made on the Closing Date pursuant to the Credit Agreements.
OEM LICENSE AGREEMENTOem License Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • London
This non-exclusive OEM LICENSE AGREEMENT (“Agreement”) is made and entered into as of the later of the two signature dates set forth below (“Effective Date”), by and between NET REPORT S.A.S, a French corporation with its principle place of business located at 130 rue Baptistou, Z.A.E. Nord, 34980 Saint Gely du Fesc, France (“Licensor”), and Aladdin Knowledge Systems Ltd., an Israeli corporation with its principle place of business at 35 Efal St., Kiryat Arye, PO Box 3968 Petach Tikvah, Israel 49511 (“Licensee”).
FIRST LIEN CREDIT AGREEMENT DATED AS OF APRIL 12, 2007 AMONG STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), as Company, VECTOR STEALTH HOLDINGS II, L.L.C., as Holdings, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, and...First Lien Credit Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • New York
This FIRST LIEN SECURITY AGREEMENT, dated as of April 12, 2007 (this “Agreement”), is made by (a) STEALTH ACQUISITION CORP., a Delaware corporation (which on the Closing Date will be merged with and into SAFENET, INC., a Delaware corporation) (“Company”), (b) VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings”), (c) as of and upon effectiveness of the Merger (as defined in the Credit Agreement referenced below) THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of Company (each of the undersigned Subsidiaries being a “Subsidiary Grantor” and collectively “Subsidiary Grantors”) and (d) each ADDITIONAL GRANTOR that may become a party hereto after the date hereof in accordance with Section 5.3 hereof (each of Holdings, Company, each Subsidiary Grantor, and each Additional Grantor being a “Grantor” and collectively the “Grantors”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Secured Parties (together with its successors and a
ContractSecond Lien Credit Agreement • July 12th, 2010 • SafeNet Holding Corp • New York
AMENDMENT NO. 2, dated as of March 3, 2010 (this “Amendment No. 2”), to the Second Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from time to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
License AgreementLicense Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec
This License Agreement (the “Agreement”) is entered on the 12 day of October 2006 (the “Effective Date”) by and between KK Athena Smartcard Solutions, a Japanese company with offices at 6F Marutaya Bldg., 6-9 Yokoyamacho, Hachioji, Tokyo, 192-0081 Japan (“Athena”), and Aladdin Knowledge Systems Ltd. an Israeli company with offices at 35 Efal St., Kiryat Arye, PO Box 3968 Petach Tikvah, 49511, Israel (“Aladdin”).
SETTLEMENT AGREEMENTSettlement Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • New York
This SETTLEMENT AGREEMENT (the “Agreement”) is made as of August 16, 2010 by and among (1) Aladdin Knowledge Systems Ltd., an Israeli company (“Buyer”), and (2) Secure Computing, LLC, a Delaware limited liability company (f/k/a Secure Computing Corporation, a Delaware corporation) (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used, but not defined, herein shall have the same meanings set forth in the asset purchase agreement dated July 29, 2008 between Buyer and Seller (the “Purchase Agreement”).
FORM OF SAFENET, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between SafeNet, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.001 per share, first set forth below.
SAFENET, INC. COMMON STOCK PURCHASE AGREEMENT March 31, 2010Common Stock Purchase Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 31, 2010, and is between SafeNet, Inc., a Delaware corporation (the “Company”), and Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (the “Investor”).
STOCKHOLDER AGREEMENT BY AND AMONG VECTOR STEALTH HOLDINGS II, L.L.C. AND SAFENET HOLDING CORPORATION DATED AS OF NOVEMBER 18, 2010Shareholder Agreement • February 3rd, 2011 • SafeNet Holding Corp • Computer peripheral equipment, nec • Delaware
This Stockholder Agreement (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 18, 2010, is made by and among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (“Vector”), and SafeNet Holding Corporation, a Delaware corporation (the “Company”).
MAGIC LAMP CORP. COMMON STOCK PURCHASE AGREEMENT March 31, 2010Common Stock Purchase Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 31, 2010, and is between Magic Lamp Corp., a Delaware corporation (the “Company”), and SafeNet, Inc., a Delaware corporation (the “Investor”).
SAFENET HOLDING CORPORATION AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2011 • SafeNet Holding Corp • Computer peripheral equipment, nec
This Amendment (this “Amendment”) to the Registration Rights Agreement dated on or about November 18, 2010, by and among SafeNet Holding Corporation, a Delaware corporation (the “Company”), Vector Stealth Holdings II, L.LC., a Delaware limited liability Company (“Vector”) and the parties listed on Exhibit A thereto (each, a “Key Holder” and collectively, “Key Holders” (the “Agreement”) is entered into as of December 31, 2010. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
OEM AGREEMENTOem Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • Nevada
THIS OEM AGREEMENT (the “Agreement”) is made between Microdasys Inc., incorporated in Nevada, with registered offices at 385 Pilot Road, Suite A, Las Vegas, NV, 89119 (“Microdasys”), and Aladdin Knowledge Systems Ltd., an Israeli corporation having its principal place of business at having its principal place of business at 15 Beit-Oved St., Tel Aviv, Israel (“OEM”).
SAFENET HOLDING CORPORATION REGISTRATION RIGHTS AGREEMENT November 18, 2010Registration Rights Agreement • February 3rd, 2011 • SafeNet Holding Corp • Computer peripheral equipment, nec • Delaware
This Registration Rights Agreement (this “Agreement”) is dated as of November 18, 2010, and is between SafeNet Holding Corporation, a Delaware corporation (the “Company”), and Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (“Vector”), and the parties listed on Exhibit A hereto, referred to herein as “Key Holders” and each individually as a “Key Holder”
LICENSE AGREEMENTLicense Agreement • September 2nd, 2010 • SafeNet Holding Corp • Computer peripheral equipment, nec • California
between Howard Delman, an individual residing at 415 South 12th Street, San Jose, California 95112 (“Delman”) and Secure Computing Corporation, a Delaware corporation with offices located at One Almaden Boulevard, San Jose, California 95113 (“Secure”).
Management Services AgreementManagement Services Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Management Services Agreement (the “Agreement”) is entered into by and between Vector Capital Partners III, LLC (“Vector”) and SafeNet, Inc., a Delaware corporation (“SafeNet”). SafeNet together with any other current or subsequently formed or acquired direct or indirect subsidiaries, and together with any entity created after the date hereof the majority of whose assets is the entity’s direct or indirect holdings of SafeNet (any such entity being referred to as a “New Holding Company”), are referred to collectively as the “Companies.” This Agreement is entered into as of June 3, 2010.
ContractFirst Lien Credit Agreement • July 12th, 2010 • SafeNet Holding Corp • New York
AMENDMENT NO. 2, dated as of March 3, 2010 (this “Amendment No. 2”), to the First Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from time to lime party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
ContractFirst Lien Credit Agreement • July 12th, 2010 • SafeNet Holding Corp • New York
AMENDMENT NO. 1, dated as of May 16, 2007 (this “Amendment No. 1”), to the First Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor-in-interest to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings”), the financial institutions from time to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES, INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
ContractSecond Lien Credit Agreement • July 12th, 2010 • SafeNet Holding Corp • New York
AMENDMENT NO. 1, dated as of May 16, 2007 (this “Amendment No. 1”) to the Second Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor-in-interest to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings”), the financial institutions from time to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK. TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES, INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
ContractIncremental Amendment • July 12th, 2010 • SafeNet Holding Corp • New York
INCREMENTAL AMENDMENT, dated as of March 31, 2010 (this “Incremental Amendment”), to the Second Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from lime to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
FORM OF CLASS B MEMBER ADMISSION AGREEMENTClass B Member Admission Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Class B Member Admission Agreement (the “Agreement”) is being entered into as of (the “Date of Grant”) by and among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (the “Company”) and (the “Admittee”).
