0001047469-03-022289 Sample Contracts

2,500,000 SHARES SAFENET, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 25th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • New York

CREDIT SUISSE FIRST BOSTON LLC LEHMAN BROTHERS INC. RAYMOND JAMES & ASSOCIATES, INC. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, C/O CREDIT SUISSE FIRST BOSTON LLC, ELEVEN MADISON AVENUE, NEW YORK, N.Y. 10010-3629

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FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2003 • Safenet Inc • Radio & tv broadcasting & communications equipment • Delaware

This First Amendment to the Registration Rights Agreement ("Agreement") dated February 27, 2003 by and among SafeNet, Inc. ("Company"), Raqia Networks, Inc. ("Stockholder"), Rachelle Heller, Innovation Investments, LLC, Helmsbridge Holdings Ltd., Orin Hirschman and Paul Jacobs (collectively and together with the Stockholder, "Holders of a Majority of the Remaining Registrable Securities") is made as of this 24th day of June, 2003. Defined terms not defined herein shall have the meaning given in the Agreement.

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