SAFENET HOLDING CORPORATION AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit 4.3
SAFENET HOLDING CORPORATION
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment (this “Amendment”) to the Registration Rights Agreement dated on or about November 18, 2010, by and among SafeNet Holding Corporation, a Delaware corporation (the “Company”), Vector Stealth Holdings II, L.LC., a Delaware limited liability Company (“Vector”) and the parties listed on Exhibit A thereto (each, a “Key Holder” and collectively, “Key Holders” (the “Agreement”) is entered into as of December 31, 2010. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Company, Vector and the Key Holders are parties to the Agreement;
WHEREAS, the Company, Vector and the Key Holders desire to amend the Agreement to include additional John Droge and Irwin Morris as Key Holders (the “Additional Key Holders”);
NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agrees as follows:
1. Amendment & Restatement of Exhibit A. Exhibit A to the Agreement is hereby replaced in its entirety with Exhibit A hereto.
2. Joinder of Additional Key Holders. By their signatures hereto, Vector and the Key Holders agree to the joinder of the Additional Key Holders as parties to the Agreement, and the Additional Key Holders accept their rights and obligations under the Agreement.
3. Miscellaneous. The provisions of Section 3 (Miscellaneous) of the Agreement are deemed a part of this Amendment as if set forth herein.
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The parties are signing this Amendment to Registration Rights Agreement as of the date stated in the introductory clause.
| SAFENET HOLDING CORPORATION | ||
| a Delaware corporation | ||
| By: | /s/ Kenneth M. Siegel | |
| Name: | Kenneth M. Siegel | |
| Title: | SVP & General Counsel | |
| 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/ Alexander R. Slusky | |
| Alexander R. Slusky | ||
| Managing Member | ||
| KEY HOLDERS: | ||
| /s/ Chris Fedde | ||
| Chris Fedde | ||
| /s/ Mark A. Floyd | ||
| Mark A. Floyd | ||
| /s/ Charles Neral | ||
| Charles Neral | ||
| /s/ Prakash Panjwani | ||
| Prakash Panjwani | ||
| /s/ Philip Saunders | ||
| Philip Saunders | ||
Signature Page to Amendment to Reg Rts Agt
| ADDITIONAL KEY HOLDERS |
| /s/ John Droge |
| John Droge |
| /s/ Irwin Morris |
| Irwin Morris |
Signature Page to Amendment to Reg Rts Agt
Exhibit A
Amended & Restated
Schedule of Key Holders
Chris Fedde
Mark Floyd
Charles Neral
Prakash Panjwani
Philip Saunders
John Droge
Irwin Morris
