SAFENET, INC. COMMON STOCK PURCHASE AGREEMENT March 31, 2010

Exhibit 2.2

SAFENET, INC.

March 31, 2010

TABLE OF CONTENT


			*Page*
SECTION 1 AUTHORIZATION, SALE AND ISSUANCE			1

	1.1	Authorization	1
	1.2	Sale and Issuance of Shares	1

SECTION 2 CLOSING DATES AND DELIVERY			1

	2.1	Closing
	2.2	Delivery	1
	2.3	Consideration	1

SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			1

	3.1	Organization, Good Standing and Qualification	1
	3.2	Subsidiaries	2
	3.3	Capitalization	2
	3.4	Authorization	2
	3.5	Title to Properties and Assets; Liens	2
	3.6	Compliance with Other Instruments	3
	3.7	Litigation	3
	3.8	Governmental Consent	3
	3.9	Permits	3
	3.10	Offering	3
	3.11	Brokers or Finders	3
	3.12	Tax Returns and Payments	3

SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR			4

	4.1	Litigation	4
	4.2	Nature of Consideration	4
	4.3	No Registration	4
	4.4	Investment Intent	4
	4.5	Investment Experience	4
	4.6	Speculative Nature of Investment	5
	4.7	Access to Data	5
	4.8	Accredited Investor	5
	4.9	Rule 144	5
	4.10	No Public Market	6
	4.11	Authorization	6
	4.12	Brokers or Finders	6
	4.13	Tax Advisors	6
	4.14	Legends	6

SECTION 5 CONDITIONS TO INVESTOR’S OBLIGATIONS TO CLOSE			7

	5.1	Representations and Warranties	7
	5.2	Covenants	7
	5.3	Blue Sky	7
	5.4	Proceedings and Documents	7

-i-

TABLE OF CONTENTS

(continued)


			*Page*

SECTION 6 CONDITIONS TO COMPANY’S OBLIGATION TO CLOSE			7

	6.1	Representations and Warranties	7
	6.2	Covenants	7
	6.3	Compliance with Securities Laws	7

SECTION 7 MISCELLANEOUS			8

	7.1	Amendment	8
	7.2	Notices	8
	7.3	Governing Law	8
	7.4	Brokers or Finders	8
	7.5	Expenses	9
	7.6	Survival	9
	7.7	Successors and Assigns	9
	7.8	Entire Agreement	9
	7.9	Delays or Omissions	9
	7.10	Severability	9
	7.11	Counterparts	9
	7.12	Telecopy Execution and Delivery	9
	7.13	Jurisdiction; Venue	10
	7.14	Further Assurances	10
	7.15	Attorney’s Fees	10
	7.16	Jury Trial	10

-ii-

SAFENET, INC.

COMMON STOCK PURCHASE AGREEMENT

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”).

SECTION 1

AUTHORIZATION, SALE AND ISSUANCE

1.1 Authorization. The Company will, prior to the Closing (as defined below), authorize the sale and issuance of Fifty-Two Million Six Hundred Thirty-Five Thousand Three Hundred Seven (52,635,307) shares (the “Shares”) of the Company’s Common Stock, par value $0,001 per share (the “Common Stock”).

1.2 Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, all of the Shares in exchange for the Consideration (as defined herein).

SECTION 2

CLOSING DATES AND DELIVERY

2.1 Closing. The purchase, sale and issuance of the Shares shall take place at a closing (the “Closing”). The Closing shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 0000 X Xxxxxx, XX, Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000, at 1:30 p.m. local time on March 31, 2010, or such other date as the Company and the Investor shall agree.

2.2 Delivery. At the Closing, the Company will deliver to the Investor a certificate registered in the Investor’s name representing the number of Shares that the Investor is purchasing in the Closing in exchange for the Consideration

2.3 Consideration. The Investor shall transfer the Investor’s entire right, title and interest in all membership interests held by Purchaser in Jasmine Holdco LLC, a Delaware limited liability company (“Jasmine”), as consideration for the purchase of the Shares (the “Consideration”). The Investor and the Company mutually agree that the value of the Consideration is estimated as equal to One Hundred Thirty-Eight Million Eight Hundred Ninety-Nine Thousand Three Hundred Fourteen Dollars ($138,899,314) as of the date hereof. The Purchaser and the Company shall, promptly after the Closing, undertake the steps necessary to transfer the Membership Interest to the Company.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investor as follows:

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute and deliver the Agreements, to issue and sell the Shares and to perform its obligations pursuant to this Agreement.

3.2 Subsidiaries. Each of the Company’s subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization.

3.3 Capitalization.

(a) Immediately prior to the Closing, the authorized capital stock of the Company will consist of Two Hundred Million (200,000,000) shares of Common Stock. The Common Stock shall have the rights, preferences, privileges and restrictions set forth in the Company’s amended and restated certificate of incorporation.

(b) The Company has reserved the Shares for issuance pursuant to this Agreement;

(c) The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investor; provided, however, that the Shares are subject to restrictions on transfer under U.S. state and/or federal securities laws; provided further, however, that the Shares are subject to restrictions on transfer and liens pursuant to the terms of that certain First Lien Credit Agreement by and among the Investor, the Company, the lenders named therein, Deutsche Bank Trust Company Americas, Citibank, N.A. and certain other parties thereto dated as of April 12, 2007, as amended, and that certain Second Lien Credit Agreement by and among the Investor, the Company, the lenders named therein, Deutsche Bank Trust Company Americas, Citibank, N.A. and certain other parties thereto dated as of April 12, 2007, as amended (collectively, the “Company Secured Debt”).

3.4 Authorization. All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of the Agreement by the Company, the authorization, sale, issuance and delivery of the Shares, and the performance of all of the Company’s obligations under this Agreement has been taken or will be taken prior to the Closing. The Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

3.5 Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or have a material adverse effect on the Company’s financial condition or business as now conducted (a “Material Adverse Effect”), and which have not arisen otherwise than in the ordinary course of business and (v) liens arising pursuant to the terms of the Company Secured Debt.

-2-

3.6 Compliance with Other Instruments. The Company is not in violation of any material term of its certificate of incorporation or bylaws, each as amended to date, or. to the Company’s knowledge, in any material respect of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is bound which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of the Agreements by the Company, the performance by the Company of its obligations pursuant to the Agreements, and the issuance of the Shares will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s certificate of incorporation or bylaws, each as amended to date, or any of its agreements, nor. to the Company’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company.

3.7 Litigation. There are no actions, suits, proceedings or investigations pending against the Company or its properties (nor has the Company received written notice of any threat thereof) before any court or governmental agency that questions the validity of the Agreement or the right of the Company to enter into them, or the right of the Company to perform its obligations contemplated thereby, or that, either individually or in the aggregate, if determined adversely to the Company, would or could reasonably be expected to have a Material Adverse Effect or result in any change in the current equity ownership of the Company. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

3.8 Governmental Consent. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares, or the consummation of any other transaction contemplated by this Agreement, except the filing of such notices as may be required under the Securities Act of 1933, as amended (the “Securities Act”) and such filings as may be required under applicable state securities laws.

3.9 Permits. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would have a Material Adverse Effect, and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as presently planned to be conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

3.10 Offering. Subject to the accuracy of the Investor’s representations and warranties in Section 4, the offer, sale and issuance of the Shares to be issued in conformity with the terms of this Agreement, constitute transactions exempt from the registration requirements of Section 5 of the Securities Act.

3.11 Brokers or Finders. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any of the transactions contemplated hereby.

3.12 Tax Returns and Payments. The Company has timely filed all tax returns required to be filed by it with appropriate federal, state and local governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to the

-3-

Company’s knowledge, all other taxes due and payable by the Company have been paid or will be paid prior to the time they become delinquent. The Company has not been advised in writing (i) that any of its returns have been or are being audited as of the date hereof, or (ii) of any deficiency in assessment or proposed judgment with respect to its federal, state or local taxes.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Company as follows:

4.1 Litigation. There are no actions, suits, proceedings or investigations pending against Jasmine or its properties (nor has the Jasmine received written notice of any threat thereof) before any court or governmental agency that either individually or in the aggregate, if determined adversely to Jasmine, would or could reasonably be expected to have a material adverse effect on the Jasmine’s financial condition or business as now conducted or result in any change in the current equity ownership of Jasmine. To the knowledge of the Investor, Jasmine is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

4.2 Nature of Consideration.

(a) Immediately prior to the Closing, the Investor owns all of the issued and outstanding membership interests of Jasmine (the “Jasmine Interest” ), which has been duly authorized and validly issued in compliance with applicable laws, and is fully paid and nonassessable.

(b) The Jasmine Interest underlying the Consideration, when delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Jasmine Interest will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Company; provided, however, that the Jasmine Interest may be subject to restrictions on transfer under U.S. state and/or federal securities laws.

4.3 No Registration. The Investor understands that the Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

4.4 Investment Intent. The Investor is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares.

4.5 Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that

-4-

the Investor can protect its own interests. The Investor has such knowledge and experience in financial and business matters so that the Investor is capable of evaluating the merits and risks of its investment in the Company.

4.6 Speculative Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of the Investor’s investment and is able, without impairing the Investor’s financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of the Investor’s investment.

4.7 Access to Data. The Investor has had an opportunity to ask questions of, and receive answers from, the officers of the Company concerning the Agreement, the exhibits and schedules attached hereto and thereto and the transactions contemplated by the Agreement, as well as the Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Investor believes that it has received all the information the Investor considers necessary or appropriate for deciding whether to purchase the Shares. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.

4.8 Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

4.9 Rule 144. The Investor acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor understands that the current public information referred to above is not now available and the Company has no present plans to make such information available. The Investor acknowledges and understands that notwithstanding any obligation under the Rights Agreement, the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Shares, and that, in such event, the Investor may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Rule 144 have been satisfied. The Investor acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

-5-

4.10 No Public Market. The Investor understands and acknowledges that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.

4.11 Authorization.

(a) The Investor has all requisite power and authority to execute and deliver the Agreement, to purchase the Shares hereunder and to carry out and perform its obligations under the terms of the Agreement. All action on the part of the Investor necessary for the authorization, execution, delivery and performance of the Agreement, and the performance of all of the Investor’s obligations under the Agreement, has been taken or will be taken prior to the Closing.

(b) The Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

(c) No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Investor in connection with the execution and delivery of the Agreement by the Investor or the performance of the Investor’s obligations hereunder or thereunder.

4.12 Brokers or Finders. The Investor has not engaged any brokers, finders or agents, and neither the Company nor any other Investor has, nor will, incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Agreements.

4.13 Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Agreement. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Agreement.

4.14 Legends. The Investor understands and agrees that the certificates evidencing the Shares, or any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by the Rights Agreement or under applicable state securities laws):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

-6-

SECTION 5

CONDITIONS TO INVESTOR’S OBLIGATIONS TO CLOSE

The Investor’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the Investor:

5.1 Representations and Warranties. The representations and warranties made by the Company in Section 3 shall be true and correct in all material respects as of the date of such Closing.

5.2 Covenants. The Company shall have performed or complied with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing in all material respects.

5.3 Blue Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares.

5.4 Proceedings and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement, and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the Investor, and the Investor shall have been furnished with such instruments and documents as it shall have reasonably requested.

SECTION 6

CONDITIONS TO COMPANY’S OBLIGATION TO CLOSE

The Company’s obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived by the Company:

6.1 Representations and Warranties. The representations and warranties made by the Investor in such Closing in Section 4 shall be true and correct in all material respects when made and shall be true and correct in all material respects as of the date of such Closing.

6.2 Covenants. The Investor shall have performed or complied with all covenants, agreements and conditions contained in the Agreements to be performed or complied with by the Investor on or prior to the date of such Closing in all material respects.

6.3 Compliance with Securities Laws. The Company shall be satisfied that the offer and sale of the Shares shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of all necessary blue sky law permits and qualifications required by any state, if any).

-7-

SECTION 7

MISCELLANEOUS

7.1 Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investor.

7.2 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Investor) or otherwise delivered by hand, messenger or courier service addressed:

(a) if to the Investor, to Vector Stealth Holdings II, L.L.C. c/o Vector Capital Corporation, 456 Xxxxxxxxxx St, 19th Fl, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxxxx, or at such other current address as the Investor shall have furnished to the Company, with a copy (which shall not constitute notice) to Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 0000 Xxxxxxx Xxxx, Xxxxxxx Xxxx, XX 00000, Attention: Xxxxxx X. Xxxxxxxx.

(b) if to Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at SafeNet, Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000. Attention: Chief Executive Officer, or at such other current address as the Company shall have furnished to the Investor, with a copy (which shall not constitute notice) to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxx.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.

7.3 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

7.4 Brokers or Finders. The Company shall indemnify and hold harmless the Investor from any liability for any commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses of defending against such liability or asserted liability) for which the Investor or any of its constituent partners, members, officers, directors, employees or representatives is responsible to the extent such liability is attributable to any inaccuracy or breach of the representations and warranties contained in Section 3.11, and the Investor agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses of defending against such liability or asserted liability) for which the Company is responsible to the extent such liability is attributable to any inaccuracy or breach of the representations and warranties contained in Section 4.12.

-8-

7.5 Expenses. The Company and the Investor shall each pay their own expenses in connection with the transactions contemplated by this Agreement.

7.6 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

7.7 Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Investor without the prior written consent of the Company. Any attempt by the Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

7.8 Entire Agreement. This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

7.9 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

7.10 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

7.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

7.12 Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

-9-

7.13 Jurisdiction; Venue. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state courts in Maryland (or in the event of exclusive federal jurisdiction, the courts of the Federal District of Maryland).

7.14 Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

7.15 Attorney’s Fees. In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

7.16 Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(signature page follows)

-10-

The parties are signing this Common Stock Purchase Agreement as of the date stated in the introductory clause.


COMPANY

SAFENET, INC., a Delaware corporation

By:		/s/ Xxxxxxx Xxxxx

Name:		Xxxxxxx Xxxxx

Title:		Chief Financial Officer

INVESTOR

VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company

By:		Vector SA Holdings, L.L.C., its Managing Member

By:		Vector Capital Partners III, L.L.C., its Managing Member

By:		/s/ Xxxxxxxxx X. Xxxxxx
		Xxxxxxxxx X. Xxxxxx
		Managing Member

[Signature Page to SafeNet, Inc. Common Stock Purchase Agreement]

The parties are signing this Common Stock Purchase Agreement as of the date stated in the introductory clause.


COMPANY

SAFENET, INC., a Delaware corporation

By:		/s/ Xxxxxxx Xxxxx

Name:		Xxxxxxx Xxxxx

Title:		Chief Financial Officer

INVESTOR

VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company

By:		Vector SA Holdings, L.L.C., its Managing Member

By:		Vector Capital Partners III, L.L.C., its Managing Member

By:		/s/ Xxxxxxxxx X. Xxxxxx
		Xxxxxxxxx X. Xxxxxx
		Managing Member

[Signature Page to SafeNet, Inc. Common Stock Purchase Agreement]

Document Metadata

Table of Contents

SAFENET, INC. COMMON STOCK PURCHASE AGREEMENT March 31, 2010

Document Metadata