STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Stock Option Agreement, is dated as of September 9, 2004, and entered into by and among SafeNet, Inc. a Delaware corporation (“Parent”), Snowflake Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and DataKey, Inc., a Minnesota corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER By and Among DATAKEY, INC., SNOWFLAKE ACQUISITION CORP. and SAFENET, INC. Dated as of September 9, 2004Agreement and Plan of Merger • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 9, 2004, by and among DataKey, Inc., a Minnesota corporation (the “Company”), SafeNet, Inc., a Delaware corporation (“Purchaser”), and Snowflake Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of Purchaser (“Merger Sub”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware
This Stockholders’ Agreement (this “Agreement”), is entered into as of September 9, 2004, and between SafeNet, Inc., a Delaware corporation (“Parent”), and Snowflake Acquisition Corp., a Minnesota corporation and wholly-owned subsidiary of Parent (“Purchaser”), on the one hand, and each of the stockholders of DataKey, Inc., a Minnesota corporation (the “Company”) set forth on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”), on the other hand. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Minnesota
THIS SECURITY AGREEMENT (the “Agreement”), dated and effective as of this 9th day of September, 2004, is made by DATAKEY, INC., a Minnesota corporation, with its chief executive office at 407 West Travelers Trail, Minneapolis, Minnesota 55337 (hereinafter referred to as the “Debtor”), in favor of SAFENET, INC., a Delaware corporation (together with its successors and assigns, the “Lender”). The Lender acquired that certain Secured Promissory Note issued by the Debtor dated of even date herewith (the “Secured Note”) pursuant to that certain Secured Loan Agreement, dated as of the date hereof, by and between the Debtor and the Lender (the “Loan Agreement”).
SECURED LOAN AGREEMENTSecured Loan Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment • Maryland
This SECURED LOAN AGREEMENT (this “Agreement”) is made as of this 9th day of September, 2004 by and between DataKey, Inc., a Minnesota corporation (the “Company”) and SafeNet, Inc., a Delaware corporation (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 20th, 2004 • Safenet Inc • Radio & tv broadcasting & communications equipment
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date relating to the offer by Snowflake Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary of SafeNet, Inc., a Delaware Corporation, to purchase all the outstanding shares of common stock, par value $0.05 per share, and all of the outstanding shares of convertible preferred stock, liquidation value $2.50 per share, of Datakey, Inc., a Minnesota corporation is being filed on behalf of the undersigned.
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTYSafenet Inc • September 20th, 2004 • Radio & tv broadcasting & communications equipment • Maryland
THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY (this “Agreement”) dated and effective as of this 9th day of September, 2004, is made by DATAKEY, INC., a Minnesota corporation, with its chief executive office at 407 West Travelers Trail, Minneapolis, Minnesota 55337 (hereinafter referred to as the “Company”), in favor of SAFENET, INC., a Delaware corporation, with its chief executive office at 4690 Millennium Drive, Belcamp, Maryland 21027 (the “Lender”), which acquired that certain Secured Promissory Note issued by the Company dated of even date herewith (the “Secured Note”) pursuant to that certain Secured Loan Agreement, dated as of the date hereof, by and between the Company and the Lender (the “Loan Agreement”).
