0001104659-03-023710 Sample Contracts

FORM OF VOTING AGREEMENT
Voting 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”).

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FORM OF VOTING AGREEMENT
Form of Voting Agreement • October 24th, 2003 • Rainbow Technologies Inc • Computer peripheral equipment, nec • Delaware

THIS VOTING AGREEMENT is entered into as of October 22, 2003, by and between Rainbow Technologies, Inc., a Delaware corporation (“Company”), and the undersigned shareholder (“Shareholder”) of SafeNet, Inc., a Delaware corporation (the “Parent”).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG SAFENET, INC., RAVENS ACQUISITION CORP. AND RAINBOW TECHNOLOGIES, INC. Dated as October 22, 2003
Agreement 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.

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