BETWEENManufacturing Agreement • November 14th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
EXHIBIT 10(t) CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement"), dated Jan 1, 2000, by and between Rainbow Technologies, Inc., a Delaware corporation, with offices located at 50 Technology Drive, Irvine, California 92618 (the "Company"), and...Consulting Agreement • March 28th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
1 EXHIBIT 2.(iii) AGREEMENT AND PLAN OF MERGER entered into on February 20, 1998, by and among Rainbow Technologies, Inc., a Delaware corporation with its principal place of business at 50 Technology Drive, Irvine, CA (the "Buyer"), WRS Acquisition...Merger Agreement • March 30th, 1998 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
RECITALS:Business Combination Agreement • September 17th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Ontario
betweenAgreement for Asic Design and Purchase of Products • March 30th, 1999 • Rainbow Technologies Inc • Computer peripheral equipment, nec • New York
BETWEENIndustrial Lease • November 12th, 2002 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
FORM OF VOTING AGREEMENTVoting Agreement • October 24th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Delaware
THIS VOTING AGREEMENT (the “Voting Agreement”) is entered into as of the 22nd day of October, 2003, by and between SafeNet, Inc., a Delaware corporation (“Parent”) and the undersigned shareholder ( “Shareholder”) of Rainbow Technologies, Inc., a Delaware corporation (the “Company”).
U.S. STOCK TRANSFER CORPORATION AS RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF JULY 29, 1997 2 TABLE OF CONTENTRights Agreement • March 30th, 1998 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Delaware
1 Exhibit 10(t) CHANGE OF CONTROL AGREEMENT between Rainbow Technologies, Inc., a Delaware corporation (the "Corporation"), and Richard Burris (the "Executive"), dated this first day of January 1998. W I T N E S S E T H : WHEREAS, the Corporation and...Change of Control Agreement • March 30th, 1998 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
1 Exhibit 10(o) EMPLOYMENT AGREEMENT between Rainbow Technologies, Inc., a Delaware corporation (the "Corporation"), and Dr. Aviram Margalith (the "Executive"), dated this seventh day of April 1997. W I T N E S S E T H : WHEREAS, the Corporation...Employment Agreement • March 30th, 1998 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
1 EXHIBIT 10(b) DESIGN, DEVELOPMENT SERVICES AND PRODUCTION AGREEMENT This agreement ("AGREEMENT"), effective as of the ______ day of __________, 1996 ("EFFECTIVE DATE") is by and between Rainbow Technologies, Inc. ("RAINBOW") and National...Design, Development Services and Production Agreement • March 30th, 1999 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
Exhibit 10(w) CHANGE OF CONTROL AGREEMENT between Rainbow Technologies, Inc., a Delaware corporation (the "Corporation"), and Shawn Abbott (the "Executive"), dated this first day of July 2003. W I T N E S S E T H: WHEREAS, the Corporation and the...Change of Control Agreement • November 14th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
Exhibit 10(u) [RAINBOW TECHNOLOGIES LOGO] EMPLOYMENT AGREEMENT between Rainbow Technologies, Inc., (the "Corporation"), and Wang Chan (the "Executive"), dated this 20th day of December 2002. W I T N E S S E T H : WHEREAS, the Corporation desires to...Employment Agreement • November 14th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
EXHIBIT 10(v) DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT ("Agreement") dated as of September 30, 1997 is entered into by and between AlliedSignal Inc., a Delaware corporation, by and through its Communications Systems business unit having a...Development Agreement • March 30th, 1999 • Rainbow Technologies Inc • Computer peripheral equipment, nec • New York
EXHIBIT 2(ii) AGREEMENT AND PLAN OF MERGER, entered into on September 30, 1996 by and among Rainbow Technologies, Inc., a Delaware corporation with a principal place of business located at 50 Technology Drive, Irvine, California 92718 ("Rainbow"),...Merger Agreement • March 31st, 1997 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Delaware
EXHIBIT 10(u) MANUFACTURING AGREEMENT THIS MANUFACTURING AGREEMENT (the "Agreement") is entered into and effective as of the 30 day of September, 1997, by and between AlliedSignal Inc., a Delaware corporation, by and through its Communications Systems...Manufacturing Agreement • March 30th, 1999 • Rainbow Technologies Inc • Computer peripheral equipment, nec • New York
EXHIBIT 10(v) EMPLOYMENT AGREEMENT between Rainbow Technologies, Inc., a Delaware corporation (the "Corporation"), and Shawn Abbott, (the "Executive"), dated this first day of July 2003. W I T N E S S E T H : WHEREAS, the Corporation desires to engage...Employment Agreement • November 14th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
WORK LETTERWork Letter Agreement • April 2nd, 2001 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
EXHIBIT 10(r)(s) EMPLOYMENT AGREEMENT between Rainbow Technologies, Inc., a Delaware corporation (the "Corporation"), and Jim Kopycki (the "Executive"), dated this first day of April 2000. W I T N E S S E T H : WHEREAS, the Corporation desires to...Employment Agreement • March 28th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • California
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SAFENET, INC., RAVENS ACQUISITION CORP. AND RAINBOW TECHNOLOGIES, INC. Dated as October 22, 2003Agreement and Plan of Reorganization • October 24th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on October 22, 2003, by and among SAFENET, INC., a Delaware corporation (“Parent”), RAVENS ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and RAINBOW TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
