EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 10th day of October, 2009, (the “Effective Date”) by and between SafeNet, Inc., a Delaware corporation (the “Company”) and Charles Neral, an individual (the “Executive”).
SECOND LIEN CREDIT AGREEMENT DATED AS OF APRIL 12, 2007 AMONG STEALTH ACQUISITION CORP. (to be merged with and into SAFENET, INC.), as Company, VECTOR STEALTH HOLDINGS II, L.L.C., as Holdings, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, and...Assignment and Assumption • July 12th, 2010 • SafeNet Holding Corp • New York
ContractSafeNet Holding Corp • July 12th, 2010 • New York
AMENDMENT NO. 1, dated as of May 16, 2007 (this “Amendment No. 1”), to the First Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor-in-interest to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings”), the financial institutions from time to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES, INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
ContractSafeNet Holding Corp • July 12th, 2010 • New York
AMENDMENT NO. 2, dated as of March 3, 2010 (this “Amendment No. 2”), to the Second Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from time to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
FORM OF SAFENET, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENTStock Incentive Plan • July 12th, 2010 • SafeNet Holding Corp • Delaware
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between SafeNet, Inc., a Delaware corporation (the “Corporation”), and (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.001 per share, first set forth below.
SAFENET, INC. COMMON STOCK PURCHASE AGREEMENT March 31, 2010Common Stock Purchase Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
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”).
MAGIC LAMP CORP. COMMON STOCK PURCHASE AGREEMENT March 31, 2010Common Stock Purchase Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 31, 2010, and is between Magic Lamp Corp., a Delaware corporation (the “Company”), and SafeNet, Inc., a Delaware corporation (the “Investor”).
Management Services AgreementManagement Services Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Management Services Agreement (the “Agreement”) is entered into by and between Vector Capital Partners III, LLC (“Vector”) and SafeNet, Inc., a Delaware corporation (“SafeNet”). SafeNet together with any other current or subsequently formed or acquired direct or indirect subsidiaries, and together with any entity created after the date hereof the majority of whose assets is the entity’s direct or indirect holdings of SafeNet (any such entity being referred to as a “New Holding Company”), are referred to collectively as the “Companies.” This Agreement is entered into as of June 3, 2010.
ContractSafeNet Holding Corp • July 12th, 2010 • New York
AMENDMENT NO. 2, dated as of March 3, 2010 (this “Amendment No. 2”), to the First Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from time to lime party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
ContractSafeNet Holding Corp • July 12th, 2010 • New York
INCREMENTAL AMENDMENT, dated as of March 31, 2010 (this “Incremental Amendment”), to the Second Lien Credit Agreement dated as of April 12, 2007 (as amended prior to the date hereof, the “Credit Agreement”), among SAFENET, INC., a Delaware corporation (as successor to STEALTH ACQUISITION CORP., a Delaware corporation) (“Company”), VECTOR STEALTH HOLDINGS II, L.L.C., a Delaware limited liability company, the financial institutions from lime to time party thereto in the capacity of lenders (the “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, CITIBANK, N.A., as syndication agent, and DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners.
FORM OF CLASS B MEMBER ADMISSION AGREEMENTClass B Member Admission Agreement • July 12th, 2010 • SafeNet Holding Corp • Delaware
This Class B Member Admission Agreement (the “Agreement”) is being entered into as of (the “Date of Grant”) by and among Vector Stealth Holdings II, L.L.C., a Delaware limited liability company (the “Company”) and (the “Admittee”).
