Common use of No Solicitation by Parent Clause in Contracts

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) solicit, encourage, initiate or seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. (b) Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, agrees that it and shall not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, its Subsidiaries (i) will not (and Parent will not permit its or its Subsidiaries' officers, directors, employees, agents or representatives, including any investment banker, attorney or accountant retained by Parent or any of its Subsidiaries, to) solicit, encourage, initiate or seek encourage (including by way of furnishing non-public information) any inquiry, proposal or offer (including any proposal or offer to its stockholders) with respect to a third party tender offer, merger, consolidation, business combination or similar transaction involving any assets or class of capital stock of Parent, or any acquisition of 10% or more of the makingcapital stock of Parent (other than upon exercise of options to acquire Parent Common Stock under the Parent Option Plans that are outstanding as of the date hereof) or a business or assets that constitute 10% or more of the net revenues, submission net operating income or announcement assets of Parent and its Subsidiaries, taken as a whole, in a single transaction or a series of related transactions, or any combination of the foregoing (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal") or participate or engage in any discussions or negotiations concerning a Parent Acquisition Proposal; and (ii) will immediately cease and cause to be terminated any existing discussions or negotiations with any third parties conducted heretofore with respect to any Parent Acquisition Proposal; provided that, subject to Section 5.4(b), nothing contained in this Agreement shall prevent Parent or its Board of Directors from (iiA) furnish any non-public information regarding any of complying with Rule 14e-2 promulgated under the SafeNet Corporations to any Person (other than to the Company) in connection Exchange Act with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead regard to a Parent Acquisition Proposal, (iiiB) engage making any disclosure to the holders of Parent Common Stock if in the good faith judgment of Parent's Board of Directors failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law or the rules of the AMEX or (C) providing information (pursuant to a confidentiality agreement in reasonably customary form and which does not contain terms that prevent Parent from complying with its obligations under this Section 5.3) to or engaging in any negotiations or discussions or negotiations with any Person person or group who has made an unsolicited bona fide Parent Acquisition Proposal with respect to any all the outstanding shares of capital stock of Parent or all or substantially all of the assets of Parent if, with respect to the actions set forth in clause (C), (x) in the good faith judgment of Parent's Board of Directors, taking into account the likelihood of consummation and after consultation with its financial advisors, such Parent Acquisition Proposal, except as Proposal is reasonably likely to result in a transaction more favorable to the existence holders of these provisions, the Parent Common Stock from a financial point of view than the Merger (iva "Parent Superior Proposal") approve, endorse or recommend any Parent Acquisition Proposal, or and (vy) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, determines in good faith that such action the failure to do so would be inconsistent with respect to such Parent Acquisition Proposal is required to comply with the its fiduciary duties of the Board of Directors of Parent to Parent stockholders obligations under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposallaw. (b) Parent shall agrees that it will notify the Company promptly (and in no any event later than twenty four (24within 24 hours) hours after if any proposal or offer relating to or constituting a Parent gains knowledge Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Parent or any of its receipt officers, directors, employees, agents or representatives. In connection with such notice, Parent shall indicate the identity of the person or group making such request or inquiry or engaging in such negotiations or discussions and the material terms and conditions of any Parent Acquisition Proposal). Thereafter, or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully informed in all material respects on a prompt basis with respect (and in any event within 24 hours) of any material changes, additions or adjustments to the status terms of any such proposal or offer. Prior to taking action any referred to in clause (C) of the proviso of Section 5.3(a), if Parent Acquisition Proposal intends to participate in any such discussions or request and negotiations or provide any material modification or proposed material modification theretosuch information to any such third party, Parent shall give notice to the Company. (c) Upon Nothing in this Section 5.3 shall permit Parent to enter into any agreement with respect to a Parent Acquisition Proposal during the execution term of this Agreement, it being agreed that, during the term of this Agreement, Parent shall immediately cease and cause to be terminated not enter into any discussions existing as of the date of this Agreement agreement with any Person (other than Parent) person that relate to provides for, or in any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B)way facilitates, Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, other than a confidentiality agreement and/or standstill agreement permitted under Section 5.3(a) in reasonably customary form and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of which does not contain terms that prevent Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation from complying with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent obligation under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsSection 5.3.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any of the other SafeNet ▇▇▇▇ Corporations or any officer or director Representative of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet ▇▇▇▇ Corporations to, (i) solicit, encourage, initiate or seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet ▇▇▇▇ Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any Person with respect to any Parent Acquisition Proposal or any inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet ▇▇▇▇ Corporations to, or entering into or participating in discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could would reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet ▇▇▇▇ Corporations or any officer or director Representative of any of the SafeNet ▇▇▇▇ Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal RequirementsDelaware law, (3) Parent gives to the Company the notice required by Section 4.4(b), (4) Parent gives the Company prompt prior written notice of Parent’s intention to furnish nonpublic information to, or enter into or participate in discussions or negotiations with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive favorable to Parent than those contained in the Confidentiality AgreementAgreements; and (45) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) subject to the obligation of Parent and Parent’s Board of Directors not to withhold, withdraw or modify its recommendation except as expressly set forth in Section 4.4(e), Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director, officer, employee or agent of Parent or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section by Parent. (b) Parent shall promptly (promptly, and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal or inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response Parent Acquisition Proposal or inquiry that could reasonably be expected to a lead to any Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal Proposal, inquiry or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal Proposal, inquiry or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal Proposal, inquiry or request and any material modification or proposed material modification thereto (and in no event later than twenty-four (24) hours of any request, material modification or proposed material modification thereto). (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B4.2(c)(xii)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to the Company in respect of, or enter into an agreement with respect to, a Parent Acquisition Transaction if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withholding, withdrawal or modification of such the Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsDelaware law; (iv) the Parent Recommendation is not withheld, withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, ; and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that such offer is a Superior Offer and that the withholding, withdrawal or modification of the Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Delaware law. Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to the Company other than in respect of a Parent Acquisition Transaction if: (i) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (ii) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined to withdraw or modify the Parent Recommendation and specifying the reasons therefor, and (iii) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company, the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements. (f) Parent may terminate this Agreement and enter into an Acquisition Agreement with respect to such Parent Superior Offer at any time three (3) business days following delivery of the notice referenced in Section 4.4(e); provided, that (i) neither Parent nor its Representatives is in material breach of this Section 4.4, (ii) during the three (3) business day period following Parent’s delivery to the Company of the written notice described in Section 4.4(e), the Company shall have the right to propose adjustments in the terms and conditions of this Agreement and Parent shall have caused its financial and legal advisors to negotiate with the Company in good faith such proposed adjustments in the terms and conditions of this Agreement, and (iii) upon the expiration of the three (3) business day period following Parent’s delivery to the Company of the written notice described in Section 4.4(e), Parent delivers to the Company (x) a written notice of termination of this Agreement pursuant to Section 7.1(i), and (y) pays the Termination Fee as set forth in Section 7.3(b).

No Solicitation by Parent. (a) During From and after the Pre-Closing Perioddate of this Agreement, Parent shall, not directly or indirectly, and shall not, directly or indirectlynor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of the other SafeNet Corporations its or any officer its Subsidiaries' Representatives to, directly or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations toindirectly through another Person, (i) solicit, encourage, initiate or seek knowingly encourage (including by way of furnishing information), or take any other action designed to facilitate any inquiries of the makingmaking of any proposal that constitutes, submission a Parent Acquisition Proposal or announcement (ii) participate in any discussions or negotiations (including by way of furnishing information) regarding any Parent Acquisition Proposal; PROVIDED, HOWEVER, that if, at any time prior to the date of the Parent Stockholders Meeting (the "PARENT APPLICABLE PERIOD"), the Board of Directors of Parent determines in good faith (after consultation with outside counsel), that it is required to do so in order to comply with its fiduciary duties to Parent's stockholders under applicable law, Parent and its representatives may, in response to the receipt by Parent of a Parent Acquisition Proposal which is, or which in the reasonable judgment of the Parent Board of Directors is likely to lead to, a Parent Superior Proposal which did not result from a breach of this SECTION 7.5(A), and PROVIDED that the Person making such Parent Acquisition Proposal enters into a customary confidentiality agreement on terms no less favorable to Parent than those contained in the Confidentiality Agreement (provided that such agreement need not include standstill provisions), (x) furnish information with respect to Parent and its Subsidiaries to the Person making such Parent Acquisition Proposal and (y) participate in discussions or negotiations regarding such Parent Acquisition Proposal. (b) For purposes of this Agreement, a "PARENT ACQUISITION PROPOSAL" means any written bona fide proposal made by a third party relating to any direct or indirect acquisition or purchase of 20% or more of the assets of Parent and its Subsidiaries, taken as a whole, or 20% or more of any class or series of equity securities of Parent or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 20% or more of the combined voting power of the shares of Parent Common Stock, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent or any of its Subsidiaries in which the other party thereto or its stockholders will own 20% or more of the combined voting power of the parent entity resulting from any such transaction, other than the transactions contemplated by this Agreement. For purposes of this Agreement, a "PARENT SUPERIOR PROPOSAL" means any written bona fide proposal made by a third party and not solicited by Parent relating to any direct or indirect acquisition or purchase of 50% or more of the assets of Parent and its Subsidiaries, taken as a whole, or 50% or more of the combined voting power of the shares of Parent Common Stock, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of the combined voting power of the shares of Parent Common Stock or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent or any of its Subsidiaries in which the other party thereto or its stockholders will own 50% or more of the combined voting power of the parent entity resulting from any such transaction, and otherwise on terms which the Board of Directors of Parent determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation and considering any modifications to this Agreement proposed by the Company), taking into account legal, financial, regulatory and other aspects of the proposal deemed appropriate by the Board of Directors of Parent, (i) to be more favorable from a financial point of view than the Merger (taking into account any amendments to the Merger proposed by the Company in response to the receipt by Parent of the proposal) to Parent's stockholders taken as a whole, (ii) is capable of being completed reasonably promptly and (iii) for which financing, to the extent required, is then committed or is reasonably capable of being obtained by such third party. (c) Neither the Board of Directors of Parent nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement or fail to reaffirm such approval or recommendation within a reasonable amount of time after the Company requests such an affirmation, (ii) approve or recommend, or propose publicly to approve or recommend, any Parent Acquisition Proposal or Parent Superior Proposal or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Parent Acquisition Proposal or Parent Superior Proposal (each, a "PARENT ACQUISITION AGREEMENT") or propose publicly or agree to do any of the foregoing other than pursuant to the next sentence in order to facilitate such action. Notwithstanding the foregoing, during the Parent Applicable Period, in response to a Parent Superior Proposal which did not result from a breach of SECTION 7.5(A), and provided that Parent is not in breach of this SECTION 7.5, if the Board of Directors of Parent determines in good faith (and after consultation with outside counsel and a financial advisor of national reputation), that it is required in order to comply with its fiduciary duties to Parent's stockholders under applicable law to take any action specified in clauses (i), (ii) or (iii) of the preceding sentence, it may take such action specified in clauses (i), (ii) or (iii) of the preceding sentence; PROVIDED that simultaneously with taking such action it also terminates this Agreement pursuant to SECTION 9.1(H) hereof and executes a definitive Parent Acquisition Agreement to implement the Parent Superior Proposal, but only at a time that is during the Parent Applicable Period and is after the fifth Business Day following the Company's receipt of notice advising the Company that the Board of Directors of Parent is prepared to accept such Parent Superior Proposal, specifying the terms and conditions of such Parent Superior Proposal (including a copy of any relevant Parent Acquisition Agreement). No such termination shall be effective unless and until the Company shall have received the Parent Termination Fee. (d) In addition to the obligations of Parent set forth in paragraphs (a) through (c) of this SECTION 7.5, Parent shall promptly (and no more than 24 hours after receipt) advise the Company of the receipt of any Parent Acquisition Proposal, (ii) furnish or any non-public information regarding any of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could which would reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to including the existence material terms and conditions of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or such request and the Board of Directors of Parent, prior to receipt identity of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic Person requesting such information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of making such Parent Acquisition Proposal, (2) and will keep the Board Company reasonably and promptly informed of Directors the status of Parent concludes in good faith, after consultation with its outside legal counsel, that any such action with respect request or proposal and the substance of any discussions relating to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal RequirementsProposal, (3) Parent gives including providing any information the Company prompt may reasonably request. Parent will promptly provide the Company with a copy of any written notice materials (including emails) received from or on behalf of Parent’s intention any third party with respect to furnish nonpublic information to, or enter into discussions with, such Person, which could lead to any Parent Acquisition Proposal and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information of any materials provided to such Person and to the Company at substantially the same time third party (to the extent such nonpublic including any information has regarding Parent or its Subsidiaries not been previously furnished by Parent to the Company); or . (Be) Parent shall and shall cause its Subsidiaries and Representatives, to cease immediately any existing discussions regarding a Parent Acquisition Proposal, other than the transactions contemplated by this Agreement. (f) Nothing contained in this SECTION 7.5 shall prohibit Parent from complying with Rules taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and or 14e-2 promulgated under the Exchange Act or from making any disclosure to Parent's stockholders if, in the good faith judgment of Parent's Board of Directors failure so to disclose would be inconsistent with regard its obligations under applicable law; PROVIDED, HOWEVER, that subject to any Parent Acquisition Proposal. (b) Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition ProposalSECTION 7.5(C), neither Parent nor its Board of Directors nor any committee thereof shall approve or any request for nonpublic information relating recommend, or propose publicly to any of the Acquired Corporations in connection with approve or recommend, a response to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Superior Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writingwithdraw or modify, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect propose publicly to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicitedmodify, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after Company, the Company receives written notice from Parent confirming that Parent’s approval or recommendation by such Board of Directors has determined that or such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification committee of the terms of Merger or this Agreement proposed except as otherwise contemplated by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirementsthis SECTION 7.5.

No Solicitation by Parent. (a) During the Pre-Closing PeriodParent agrees that neither it nor any of its subsidiaries nor any of their respective Representatives, Parent shall, not directly or indirectly, and shall notwill, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporationsinitiate, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) solicit, encourage, initiate encourage or seek otherwise facilitate any inquiries or the making, submission or announcement making of any Parent Acquisition ProposalTakeover Proposal (as hereinafter defined). Parent further agrees that neither it nor any of its subsidiaries nor any of their Representatives will, (ii) furnish directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information regarding or data to, afford access to the properties, books or records of Parent or any of the SafeNet Corporations its subsidiaries to, or have any discussions with, any person relating to a Parent Takeover Proposal, enter into any Person agreement or instrument relating to a Parent Takeover Proposal or otherwise facilitate any effort or attempt to make or implement a Parent Takeover Proposal (other than to a confidentiality agreement covering the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to information contemplated by the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transactionfollowing proviso); provided, however, that -------- ------- nothing contained in this Section 4.4 4.5 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawni) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules Rule 14d-9 and 14e-2 or 14e-2(a) promulgated under the Exchange Act with regard to any a tender or exchange offer not made in violation of this Section 4.5 or (ii) from providing information in connection with, and negotiating concerning, an unsolicited, bona fide Parent Acquisition Proposal. Takeover Proposal if Parent's Board of Directors (bx) Parent shall promptly (and have concluded in no event later than twenty four (24) hours good faith, after Parent gains knowledge considering applicable state law, on the basis of its receipt written advice of any Parent Acquisition Proposal)independent outside counsel, or any request for nonpublic information relating that failure to any take such action would not be a proper exercise of the Acquired Corporations fiduciary duties of Parent's Board of Directors to Parent's stockholders under applicable law, and (y) shall have in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing exercise of such Parent Acquisition Proposal or request fiduciary duties to Parent's stockholders determined (including providing taking into account the identity advice of the Person making or submitting Parent's independent financial advisor) that such Parent Acquisition Takeover Proposal provides materially greater value to Parent or request, and a summary of its stockholders than the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of Merger (any such Parent Acquisition Takeover Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, being referred to herein as a "Parent shall Superior Proposal"). Parent agrees that it will immediately cease and cause to be terminated all existing activities, discussions or negotiations with any discussions existing as parties heretofore with respect to any of the date foregoing (if any). Parent agrees that it will take the necessary steps to promptly inform each of its Representatives of the obligations undertaken in this Section 4.5 and in the Confidentiality Agreement (as defined in Section 5.4). Parent agrees that it will notify Company promptly if any inquiries, proposals or offers with respect to a Parent Takeover Proposal are received by, any Person such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, Parent or any of its Representatives indicating, in connection with such notice, the name of such person and the material terms and conditions of any proposals or offers and thereafter shall provide Company with a true and complete copy of such Parent Takeover Proposal communication (other than Parentif it is in writing) and otherwise keep Company informed, on a current basis, on the status and terms of any such proposals or offers and the status of any such negotiations or discussions. Parent also agrees that relate it will promptly request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring it or any of its subsidiaries to return to Parent all confidential information heretofore furnished to such person by or on behalf of it or any Parent Acquisition Proposalof its subsidiaries. (db) Notwithstanding anything The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.2(d)(x)(B)4.5 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Company shall be entitled to seek an injunction or injunctions to prevent breaches of this Section 4.5 and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, Parent agrees not this being in addition to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement remedy to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement the parties may be entitled at the request of the Companylaw or in equity. (ec) Notwithstanding anything in For purposes of this Agreement to Agreement, "Parent Takeover Proposal" means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Parent or the contrary, the Board acquisition of Directors of Parent may at any time prior to receipt a majority of the approval outstanding shares of capital stock of Parent’s , or all or substantially all of the assets of Parent, or any other transaction inconsistent with consummation of the transactions contemplated hereby, that is conditioned on the denial by Parent stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsStockholder Approval.

No Solicitation by Parent. Parent and its subsidiaries and the officers, directors, employees or other agents of Parent and its subsidiaries (acollectively, "Parent Representatives") During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall will not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) take any action to solicit, encourage, initiate or seek the making, submission encourage or announcement of agree to any Parent Acquisition ProposalTakeover Proposal (as defined in Section 7.3(f)), or (ii) furnish any non-public information regarding any subject to the terms of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposalimmediately following sentence, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, or disclose any Person in response nonpublic information relating to an unsolicitedParent or any of its subsidiaries to, bona fide written or afford access to the properties, books or records of Parent Acquisition Proposal or any of its subsidiaries to, any person that the has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal; provided, that nothing herein shall prohibit Parent's Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Notwithstanding the immediately preceding sentence, if, prior to approval of the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase by Parent stockholders, an unsolicited written Parent Takeover Proposal shall be received by the Board of Directors of Parent, then, to the extent the Board of Directors of Parent believes in good faith (after advice from its financial advisor and after considering all terms and conditions of such written Parent Takeover Proposal, including the likelihood and timing of its consummation) that such Parent Takeover Proposal would result in a transaction more favorable to Parent's stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Parent Takeover Proposal being referred to in this Agreement as a "Superior Parent Proposal") and the Board of Directors of Parent determines in good faith after advice from outside legal counsel that it is necessary to do so in order for the Board of Directors of Parent to comply with regard its fiduciary duties to stockholders under applicable law, then Parent Representatives may furnish in connection therewith information to the party making such Superior Parent Proposal and, subject to the provisions hereof, engage in negotiations with such party, and such actions shall not be considered a breach of this Section 4.4 or any other provisions of this Agreement; provided that in each such event Parent notifies Company of such determination by the Parent Board of Directors and provides Company with a true and complete copy of the Superior Parent Proposal received from such third party, and provides (or has provided) Company with all documents containing or referring to non-public information of Parent that are supplied to such third party; provided, however, that Parent provides such non-public information only pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement (as defined in Section 5.4) is on Parent; and provided further that Parent Representatives shall not agree to or endorse any Parent Acquisition Proposal. Takeover Proposal and the Parent Board of Directors shall not withdraw its recommendation that the stockholders of Parent approve the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase unless Parent has provided Company at least three (b3) days prior notice of any such intent to agree or endorse such Parent shall Takeover Proposal or to withdraw such recommendation. Parent will promptly (and in no any event later than twenty four (24within 24 hours) hours notify Company after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), Takeover Proposal or any notice that any person is considering making a Parent Takeover Proposal or any request for nonpublic non-public information relating to Parent or any of its subsidiaries or for access to the Acquired Corporations in connection properties, books or records of Parent or any of its subsidiaries by any person that has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal, or whose efforts to formulate a Parent Takeover Proposal would be assisted thereby (such notice to include the identity of such person or persons), and will keep Company fully informed of the status and details of any such Parent Takeover Proposal notice, request or correspondence or communications related thereto, and shall provide Company with a response to a Parent Acquisition Proposal, advise the Company orally true and in writing complete copy of such Parent Acquisition Takeover Proposal notice or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereofany amendment thereto, if Parent Acquisition Proposal it is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements complete written summary thereof, if it is not in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any all existing discussions existing as of the date of this Agreement or negotiations with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates persons conducted heretofore with respect to a Parent Acquisition Takeover Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.. ARTICAL V ADDITIONAL AGREEMENTS

No Solicitation by Parent. Parent and its subsidiaries and the officers, directors, employees or other agents of Parent and its subsidiaries (acollectively, “Parent Representatives”) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall will not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) take any action to solicit, encourage, initiate or seek the making, submission encourage or announcement of agree to any Parent Acquisition ProposalTakeover Proposal (as defined in Section 7.3(f)), or (ii) furnish any non-public information regarding any subject to the terms of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposalimmediately following sentence, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, or disclose any Person in response nonpublic information relating to an unsolicitedParent or any of its subsidiaries to, bona fide written or afford access to the properties, books or records of Parent Acquisition Proposal or any of its subsidiaries to, any person that the has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal; provided, that nothing herein shall prohibit Parent’s Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Notwithstanding the immediately preceding sentence, if, prior to approval of the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase by Parent stockholders, an unsolicited written Parent Takeover Proposal shall be received by the Board of Directors of Parent, then, to the extent the Board of Directors of Parent believes in good faith (after advice from its financial advisor and after considering all terms and conditions of such written Parent Takeover Proposal, including the likelihood and timing of its consummation) that such Parent Takeover Proposal would result in a transaction more favorable to Parent’s stockholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Parent Takeover Proposal being referred to in this Agreement as a “Superior Parent Proposal”) and the Board of Directors of Parent determines in good faith after advice from outside legal counsel that it is necessary to do so in order for the Board of Directors of Parent to comply with regard its fiduciary duties to stockholders under applicable law, then Parent Representatives may furnish in connection therewith information to the party making such Superior Parent Proposal and, subject to the provisions hereof, engage in negotiations with such party, and such actions shall not be considered a breach of this Section 4.4 or any other provisions of this Agreement; provided that in each such event Parent notifies Company of such determination by the Parent Board of Directors and provides Company with a true and complete copy of the Superior Parent Proposal received from such third party, and provides (or has provided) Company with all documents containing or referring to non-public information of Parent that are supplied to such third party; provided, however, that Parent provides such non-public information only pursuant to a non-disclosure agreement at least as restrictive on such third party as the Confidentiality Agreement (as defined in Section 5.4) is on Parent; and provided further that Parent Representatives shall not agree to or endorse any Parent Acquisition Proposal. Takeover Proposal and the Parent Board of Directors shall not withdraw its recommendation that the stockholders of Parent approve the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a) and the Parent Share Increase unless Parent has provided Company at least three (b3) days prior notice of any such intent to agree or endorse such Parent shall Takeover Proposal or to withdraw such recommendation. Parent will promptly (and in no any event later than twenty four (24within 24 hours) hours notify Company after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), Takeover Proposal or any notice that any person is considering making a Parent Takeover Proposal or any request for nonpublic non-public information relating to Parent or any of its subsidiaries or for access to the Acquired Corporations in connection properties, books or records of Parent or any of its subsidiaries by any person that has advised Parent that it may be considering making, or that has made, a Parent Takeover Proposal, or whose efforts to formulate a Parent Takeover Proposal would be assisted thereby (such notice to include the identity of such person or persons), and will keep Company fully informed of the status and details of any such Parent Takeover Proposal notice, request or correspondence or communications related thereto, and shall provide Company with a response to a Parent Acquisition Proposal, advise the Company orally true and in writing complete copy of such Parent Acquisition Takeover Proposal notice or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereofany amendment thereto, if Parent Acquisition Proposal it is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements complete written summary thereof, if it is not in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any all existing discussions existing as of the date of this Agreement or negotiations with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates persons conducted heretofore with respect to a Parent Acquisition Takeover Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize through any officer, director, employee, representative or permit agent of Parent or any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations toits subsidiaries, (i) solicit, encourage, initiate or seek encourage the making, submission or announcement initiation of any inquiries or proposals regarding any merger, sale of material assets, sale of shares of capital stock (including without limitation by way of a tender offer) or similar transactions involving Parent or any subsidiaries of Parent other than the Merger (any of the foregoing inquiries or proposals being referred to herein as a "Parent Acquisition Proposal"), (ii) furnish engage in negotiations or discussions concerning, or provide any non-public nonpublic information regarding any of the SafeNet Corporations to any Person (other than to the Company) in connection with or in response to a person relating to, any Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposalagree to, except as to the existence of these provisions, (iv) approve, endorse approve or recommend any Parent Acquisition Proposal. Notwithstanding any provisions herein to the contrary, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any in the event that Parent shall receive a bona fide, written Parent Acquisition TransactionProposal that was not solicited by it and did not otherwise result from a breach of this Section 4.4(a), Parent may (i) furnish information with respect to it and its subsidiaries to the person that made such Parent Acquisition Proposal and (ii) participate in discussions and negotiations regarding such Parent Acquisition Proposal; provided, however, that this Section 4.4 Parent shall not prohibit be permitted to take the actions referred to in the preceding clauses (Ai) Parentor (ii) only if (a) Parent gives the Company advance notice as soon as reasonably practical of its intention to take any such action, or (b) the Board of Directors of Parent determines in good faith (upon advice of outside legal counsel) that it is required to do so in order to discharge properly its fiduciary duties and (c) the Board of Directors of Parent (after consulting with its financial advisors) concludes in good faith that such Parent Acquisition Proposal provides a reasonable probability of offering terms more favorable to Parent and its common stockholders from a financial point of view than the Merger, taking into account such factors that are deemed relevant by the Board of Directors of Parent, prior to receipt including without limitation (1) the relative terms and conditions of the approval of Parent’s stockholders of the issuance of such Parent Common Stock pursuant to Acquisition Proposal and the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to(2) all other legal, or entering into discussions or negotiations withfinancial, any Person in response to an unsolicited, bona fide written regulatory and other aspects of such Parent Acquisition Proposal that and the Merger, (3) the identity of the person proposing such Parent Acquisition Proposal, (4) the determination by the Parent's Board of Directors as to whether such Parent Acquisition Proposal is reasonably capable of being completed and (5) whether financing for such Parent Acquisition Proposal, to the extent required, as reasonably determined by Parent's Board of Directors, will be available (a Parent Acquisition Proposal meeting the foregoing criteria on its most recently amended or modified terms, if amended or modified, a "Superior Parent Proposal"). Nothing contained in this Section 4.4 shall prohibit the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposala tender or exchange offer. (b) Parent shall promptly (and in no event later than twenty four (24) hours immediately notify the Company after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), or any modification of or amendment to any Parent Acquisition Proposal, or any request for nonpublic information relating to Parent or any of the Acquired Corporations its subsidiaries in connection with a response Parent Acquisition Proposal or for access to the properties, books or records of Parent or any subsidiary by any person or entity that informs the Board of Directors of Parent or such subsidiary that it is considering making, or has made, a Parent Acquisition Proposal, advise . Such notice to the Company shall be made orally and in writing writing. (c) Parent shall provide the Company with a copy of any Parent Acquisition Proposal received by it and each revised version of such Parent Acquisition Proposal promptly after, and in any event within twenty-four hours of, receipt by Parent of such Parent Acquisition Proposal or request revision and shall otherwise keep the Company reasonably informed of the status of such discussions (including providing the identity Company copies of proposed documents). Any information furnished to the Person making or submitting person that made such Parent Acquisition Proposal or requestshall be furnished promptly by Parent to the Company unless such information shall have previously have been furnished to the Company, and any such information shall be so furnished to such person pursuant to a summary confidentiality agreement generally no less favorable to Parent than the terms of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing PeriodConfidentiality Agreement. Parent shall keep inform all relevant persons of the Company informed obligations undertaken by it in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification theretothis Section 4.4. (cd) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any existing discussions existing as of the date of this Agreement or negotiations with any Person persons (other than Parentthe Company and Merger Sub) that relate conducted heretofore with respect to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), of the foregoing. Parent agrees not to release any Person (other than third party from the Company) from or waive any provision confidentiality provisions of any confidentiality, “standstill” or similar confidentiality agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Companyparty. (e) Notwithstanding anything Parent shall ensure that the officers, directors and employees of Parent and its subsidiaries and any investment banker or other advisor or representative retained by Parent are aware of the restrictions described in this Agreement to the contrary, the Section 4.4. (f) Parent's Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, shall not withdraw or modify the Parent Recommendation modify, or propose to withdraw or modify, in a manner adverse to the Company its approval or recommendation of the Merger or the Parent if: (i) an unsolicited, bona fide written offer is made Stockholder Actions in response to a Superior Parent by a third party for a Proposal or any other Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Proposal unless Parent’s 's Board of Directors determines in good faith, after consultation in accordance with its financial advisorthe provisions set forth in Section 4.4(a), that such offer constitutes Point Acquisition Proposal is a Superior Parent Superior Offer; (iii) following consultation with Proposal and determines in good faith, and upon the advice of outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of failure to take such Parent Recommendation is required to comply action would be inconsistent with the its fiduciary duties of the Board of Directors of Parent to the Parent's stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirementslaw.

No Solicitation by Parent. (a) During Except as provided in Section 5.5(b) or Section 5.5(d) below, from the Pre-Closing Periodexecution and delivery of this Agreement until the earlier of termination of this Agreement or the Effective Time, Parent shall, not directly or indirectlyshall not, and shall notnot authorize or permit its officers, directors, investment bankers, attorneys, accountants or other advisors, agents or representatives (collectively, “Parent Representatives”), to, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations toindirectly through another person, (i) solicitinitiate, encourageseek, initiate solicit or seek knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition ProposalProposal (the definition of which, solely for purposes of this clause (i), shall be deemed to include transactions that (A) do not include a condition that the transactions contemplated by this Agreement do not occur and/or (B) could be completed if the transactions contemplated by this Agreement occur), (ii) furnish engage in negotiations or discussions with, or provide any non-public information regarding or non-public data to, any of the SafeNet Corporations to any Person person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document Company or any Contract contemplating of its affiliates or otherwise any Company Representatives) relating to any Parent Acquisition Transaction; providedProposal or grant any waiver or release under any standstill or other agreement (except that if the Parent Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Parent directors’ fiduciary duties under applicable law, howeverParent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal) or (iii) resolve to do any of the foregoing. Notwithstanding the foregoing, that nothing contained in this Section 4.4 5.5 or in Section 6.4 or any other provision hereof shall not prohibit (A) Parent, Parent or the Parent Board of Directors of Parent, prior (or any committee thereof) from taking and disclosing to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock Stockholders its position with respect to any takeover offer for Parent or any price sensitive information that Parent reasonably determines requires disclosure pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, UK Listing Rules or entering into discussions or negotiations with, any Person in response pursuant to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Any disclosure made in accordance with regard to any the foregoing sentence that constitutes a Parent Acquisition ProposalAdverse Recommendation Change shall result in all of the consequences of a Parent Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Parent Stockholder Approval, if Parent receives a written Parent Acquisition Proposal from a third party and the receipt of such Parent Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.5(a), then Parent may (i) contact the person who has made such Parent Acquisition Proposal in order to clarify the terms of such Parent Acquisition Proposal so that the Parent Board (or any committee thereof) may inform itself about such Parent Acquisition Proposal, (ii) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to Parent than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Parent Acquisition Proposal, in the case of clauses (ii) and (iii), if the Parent Board determines in good faith that such Parent Acquisition Proposal constitutes or is reasonably likely to constitute or to lead to a Parent Superior Proposal. Subject in all respects to the terms of this Section 5.5(b), Parent shall promptly (and in no event later than twenty any case within twenty-four (24) hours after Parent gains knowledge hours) (A) provide the Company notice (1) of its the receipt of any Parent Acquisition Proposal), which notice shall include a copy of such Parent Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or any request for nonpublic information relating discussions or negotiations sought to be initiated or continued with, Parent or any of the Acquired Corporations in connection with Parent Representatives concerning a response Parent Acquisition Proposal that constitutes or is reasonably likely to constitute or lead to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing disclose the identity of the Person making other party (or submitting such Parent Acquisition Proposal or request, parties) and a summary of the material terms thereofof such inquiry, if offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) make available to the Company copies of all written materials provided by Parent Acquisition Proposal is to such party but not in writing, or a copy of Parent Acquisition Proposal previously made available to the Company and any related draft agreements if it is in writing(C) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a reasonably prompt basis with respect to (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Parent Acquisition Proposal or request other inquiry, offer, proposal or request; provided, that Parent shall not be obligated to take any action contained in clauses (A) to (C) above to the extent such action would require Parent or the Company to make a public announcement under applicable Law (including but not limited to, in the case of Parent, the City Code on Takeovers and Mergers (the “Takeover Code”) and the disclosure and transparency rules maintained by the Financial Conduct Authority), it being acknowledged and agreed that if any material modification such disclosure would reasonably be expected to be required, whether by Parent or proposed material modification theretothe Company, the parties will cooperate in good faith to permit Parent to comply with clauses (A) to (C) above without requiring such a disclosure, including by seeking confirmation from the UK Panel on Takeovers and Mergers (the “Panel”) that Parent may provide such notice(s) or such written materials, or keep the Company so informed (as applicable), without being required to make a public announcement under the Takeover Code. Any information provided to the Company pursuant to clauses (A) to (C) above shall be subject to the Confidentiality Agreement. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing Except as of the date of this Agreement with any Person (other than Parentpermitted by Section 5.5(d) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(Bor 5.5(e), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify neither the Parent Recommendation in a manner adverse to Parent if: Board nor any committee thereof shall (i) an unsolicitedwithdraw, bona fide written offer is made qualify or modify, or publicly propose to Parent by a third party for a Parent Acquisition Transactionwithdraw, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faithqualify or modify, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified Recommendation, in each case in a manner adverse to the Company, (ii) approve or recommend any Parent Acquisition Proposal, (iii) enter into any agreement with respect to any Parent Acquisition Proposal (other than a confidentiality agreement pursuant to Section 5.5(b)) or (iv) fail to reaffirm or re-publish the Parent Recommendation within ten (10) Business Days of being requested by the Company to do so (provided that (A) the Company may make such request on no more than two (2) occasions, (B) the Company may not make any such request at any time following Parent’s delivery of a notice pursuant to clause (ii) of Section 5.5(e) and (C) if the Company has made any such request and prior to the expiration of ten (10) Business Days Parent delivers a notice pursuant to clause (ii) of Section 5.5(e), the ten (10) Business Day period set forth in this clause (iv) shall be tolled on a daily basis during the period beginning on the date of delivery of such notice and ending on the date on which the Parent Board shall have determined not to effect a Parent Adverse Recommendation Change pursuant to Section 5.5(e) (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). (d) If, at any time prior to three (3) business days after the Company receipt of Parent Stockholder Approval, the Parent Board receives written notice from a Parent confirming Acquisition Proposal that Parent’s the Parent Board of Directors has determined that such offer is determines in good faith constitutes a Parent Superior OfferProposal, and the Parent Board may (vi) at the end of such three effect a Parent Adverse Recommendation Change or (3ii) business day period, after taking into account any adjustment or modification of the terms of authorize Parent to terminate this Agreement proposed by pursuant to Section 8.1(j) in order to enter into a definitive agreement providing for a Parent Superior Proposal, if the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination determines in good faith that the withdrawal or modification of failure to take such Parent Recommendation is required action would reasonably be expected to comply be inconsistent with the Parent directors’ fiduciary duties under applicable Law. (e) Other than in connection with a Parent Superior Proposal (which shall be subject to Section 5.5(d) and shall not be subject to this Section 5.5(e)), prior to obtaining the Parent Stockholder Approval the Parent Board may take any action prohibited by clause (i) of Section 5.5(c), but only in response to a Parent Intervening Event and only if (i) the Parent Board of Directors of determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Parent directors’ fiduciary duties under applicable Law; (ii) Parent has notified the Company in writing that it intends to effect a Parent Adverse Recommendation Change due to the stockholders occurrence of a Parent Intervening Event (which notice shall specify the Parent Intervening Event in reasonable detail); (iii) for a period of five (5) days following the notice delivered pursuant to clause (ii) of this Section 5.5(e), Parent shall have discussed and negotiated in good faith, and shall have made Parent Representatives available to discuss and negotiate in good faith (in each case to the extent the Company desires to negotiate), with Company Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Parent directors’ fiduciary duties under applicable Legal Requirements.Law (it being understood and agreed that any material change to the facts and circumstances relating to the Parent Intervening Event shall require a new notice and a new four (4) day negotiation period; and

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any and shall ensure that each of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporationsits Subsidiaries do not, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, encourage, initiate induce or seek facilitate the making, submission or announcement of any Parent Acquisition Proposal, Proposal or Parent Acquisition Inquiry; (ii) furnish or otherwise provide access to any non-public information regarding Parent or any of the SafeNet Corporations its Subsidiaries to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, Inquiry; (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, ; (iv) approve, endorse or recommend any Parent Acquisition Proposal, or ; (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition TransactionTransaction (other than a confidentiality agreement as described in clause “(D)(2)” below); or (vi) publicly propose to do any of the foregoing described in clauses “(i)” through “(v)” above; provided, however, that prior to the approval of the Parent Share Issuance by the Required Parent Shareholder Vote, this Section 4.4 4.4(a) shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations Parent or any of its Subsidiaries to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written a Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and has not been withdrawn) if (1A) none neither Parent nor any Representative of the SafeNet Corporations Parent or any officer or director of its Subsidiaries shall have materially breached any of the SafeNet Corporations shall have violated any of the restrictions provisions set forth in this Section 4.4 4.4(a), (B) the board of directors of Parent determines in connection with good faith, after having taken into account the receipt advice of an independent financial advisor of nationally recognized reputation and Parent’s outside legal counsel, that such Parent Acquisition ProposalProposal constitutes or could reasonably be expected to lead to a Parent Superior Offer, (2C) the Board board of Directors directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with respect its fiduciary obligations to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders Parent’s shareholders under applicable Legal Requirementslaw, (3D) at least 24 hours prior to furnishing any such information to, or entering into discussions or negotiations with, such Person, Parent (1) gives the Company prompt written notice of the identity of such Person and of Parent’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, and Parent (2) receives from such Person Person, and delivers to the Company a copy of, an executed confidentiality agreement with containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Parent and its Subsidiaries, “standstill” provisions no less restrictive favorable to Parent than those the “standstill” provisions contained in the Confidentiality Agreement; Agreement and other provisions no less favorable to Parent than the provisions of the Confidentiality Agreement (and which shall permit Parent to comply with the terms of Section 4.4(b)) and (43) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); . Without limiting the generality of the foregoing, Parent acknowledges and agrees that any action taken by any Representative of Parent or (B) any of its Subsidiaries acting or purporting to act on behalf of Parent from complying with Rules 14d-9 and 14e-2 promulgated under or any of its Subsidiaries which, if taken by Parent, would constitute a breach of any of the Exchange Act with regard provisions set forth in the preceding sentence shall be deemed to any Parent Acquisition Proposalconstitute a breach of this Section 4.4 by Parent. (b) Parent shall promptly (and in no event later than twenty four (24) 24 hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), Proposal or Parent Acquisition Inquiry or any related request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, information) advise the Company orally and in writing of such any Parent Acquisition Proposal or Parent Acquisition Inquiry or any related request for nonpublic information relating to Parent or any of its Subsidiaries (including providing the identity of the Person making or submitting such Parent Acquisition Proposal Proposal, Parent Acquisition Inquiry or request, and a summary of the material terms and conditions thereof, and, if available, any written documentation received by Parent Acquisition Proposal is not in writing, or a copy any of Parent Acquisition Proposal its Representatives from such Person or any of such Person’s Representatives setting forth such terms and any related draft agreements if it is in writingconditions) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects reasonably informed, on a prompt basis reasonably current basis, with respect to the status of any such Parent Acquisition Proposal Proposal, Parent Acquisition Inquiry or request and any material modification or proposed modification thereto (including by promptly (and in any case, within 24 hours) providing a copy of all material modification theretoemail or other written communications between Parent or any of its Representatives, on the one hand, and the Person that made such Parent Acquisition Proposal, Parent Acquisition Inquiry or request or any of its Representatives, on the other hand, relating to such Parent Acquisition Proposal, Parent Acquisition Inquiry or request) and shall promptly (and in no event later than 24 hours) notify the Company orally and in writing if it intends to provide information in connection with, or to engage in discussions or negotiations concerning, a Parent Acquisition Proposal or Parent Acquisition Inquiry pursuant to this Section 4.4. (c) Upon the execution Parent shall, and shall ensure that each of this Agreementits Subsidiaries shall, Parent and shall use its reasonable best efforts to cause its and their respective Representatives to, immediately cease and cause to be terminated any existing discussions existing as of the date of this Agreement or negotiations with any Person (other than Parent) that relate to any Parent Acquisition ProposalProposal or Parent Acquisition Inquiry. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release or permit the release of any Person (other than from, or to waive or permit the Company) from or waive waiver of any provision of of, any confidentiality, “standstill” or similar agreement to which Parent or any of its Subsidiaries is or becomes a party and or under which relates to a Parent Acquisition Proposalor any of its Subsidiaries has any rights, and will use its commercially reasonable best efforts to enforce or cause to be enforced each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of . Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: shall also promptly (i) an unsolicitedrequest each Person that has executed, bona fide written offer is made within 12 months prior to Parent by the date of this Agreement, a third party for confidentiality agreement or similar agreement in connection with its consideration of a possible Parent Acquisition Transaction, Proposal or investment in Parent or any of its Subsidiaries to return or destroy all confidential information heretofore furnished to such Person or any of such Person’s Representatives by or on behalf of Parent or any of its Subsidiaries and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed except as otherwise permitted by the Company (and proviso to Section 4.4(a), prohibit any adjustment third party from having access to any physical or modification of the terms of such electronic data rooms relating to any possible Parent Acquisition Proposal), the Board of Directors of Proposal or Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsAcquisition Inquiry.

No Solicitation by Parent. (a) During the Pre-Closing PeriodParent agrees that neither it ------------------------- nor any of its subsidiaries nor any of their respective Representatives, Parent shall, not directly or indirectly, and shall notwill, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporationsinitiate, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) solicit, encourage, initiate encourage or seek otherwise facilitate any inquiries or the making, submission or announcement making of any Parent Acquisition ProposalTakeover Proposal (as hereinafter defined). Parent further agrees that neither it nor any of its subsidiaries nor any of their Representatives will, (ii) furnish directly or indirectly, engage in any negotiations concerning, or provide any confidential or non-public information regarding or data to, afford access to the properties, books or records of Parent or any of the SafeNet Corporations its subsidiaries to, or have any discussions with, any person relating to a Parent Takeover Proposal, enter into any Person agreement or instrument relating to a Parent Takeover Proposal or otherwise facilitate any effort or attempt to make or implement a Parent Takeover Proposal (other than to a confidentiality agreement covering the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to information contemplated by the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transactionfollowing proviso); provided, -------- however, that nothing contained in this Section 4.4 4.5 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of ------- Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawni) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules Rule 14d-9 and 14e-2 or 14e-2(a) promulgated under the Exchange Act with regard to any a tender or exchange offer not made in violation of this Section 4.5 or (ii) from providing information in connection with, and negotiating concerning, an unsolicited, bona fide Parent Acquisition Proposal. Takeover Proposal if Parent's Board of Directors (bx) Parent shall promptly (and have concluded in no event later than twenty four (24) hours good faith, after Parent gains knowledge considering applicable state law, on the basis of its receipt written advice of any Parent Acquisition Proposal)independent outside counsel, or any request for nonpublic information relating that failure to any take such action would not be a proper exercise of the Acquired Corporations fiduciary duties of Parent's Board of Directors to Parent's stockholders under applicable law, and (y) shall have in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing exercise of such Parent Acquisition Proposal or request fiduciary duties to Parent's stockholders determined (including providing taking into account the identity advice of the Person making or submitting Parent's independent financial advisor) that such Parent Acquisition Takeover Proposal provides materially greater value to Parent or request, and a summary of its stockholders than the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of Merger (any such Parent Acquisition Takeover Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, being referred to herein as a "Parent shall Superior Proposal"). Parent agrees that it will immediately cease and cause to be terminated all existing activities, discussions or negotiations with any discussions existing as parties heretofore with respect to any of the date foregoing (if any). Parent agrees that it will take the necessary steps to promptly inform each of its Representatives of the obligations undertaken in this Section 4.5 and in the Confidentiality Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything as defined in Section 4.2(d)(x)(B5.4), . Parent agrees not to release that it will notify Company promptly if any Person (other than the Company) from inquiries, proposals or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates offers with respect to a Parent Acquisition ProposalTakeover Proposal are received by, and will use any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, Parent or any of its commercially reasonable efforts to enforce each Representatives indicating, in connection with such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrarynotice, the Board name of Directors such person and the material terms and conditions of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw proposals or modify the Parent Recommendation in offers and thereafter shall provide Company with a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, true and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification complete copy of such Parent Recommendation Takeover Proposal communication (if it is required to comply with in writing) and otherwise keep Company informed, on a current basis, on the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, status and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed any such proposals or offers and the status of any such negotiations or discussions. Parent also agrees that it will promptly request each person that has heretofore executed a confidentiality or non-disclosure agreement in connection with its consideration of acquiring it or any of its subsidiaries to return to Parent all confidential information heretofore furnished to such person by the Company (and or on behalf of it or any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirementsits subsidiaries.

No Solicitation by Parent. (aA) During the Pre-Closing Period, Parent shall, shall not directly or indirectly, and shall not, directly or indirectly, not authorize or permit any of the other SafeNet Corporations Parent Entities or any officer or director of any Representative of the SafeNet CorporationsParent Entities, directly or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations indirectly to, (i) solicit, encourageinitiate, initiate knowingly encourage or seek knowingly induce, or facilitate the making, submission or announcement of any Parent Acquisition Proposal or take any action that would reasonably be expected to lead to a Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet Corporations Parent Entities to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry or indication of interest that Parent believes in good faith could be expected to would lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required Parent Stockholder Vote, this Section 4.4 4.4(a) shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations Parent Entities to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none neither Parent nor any Representative of the SafeNet Corporations Parent Entities shall have breached or taken any officer or director of action inconsistent with any of the SafeNet Corporations shall have violated any of the restrictions provisions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal4.4, (2) the Board board of Directors directors of Parent concludes in good faith, after consultation with having taken into account the advice of its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required in order for the board of directors of Parent to comply with the its fiduciary duties of the Board of Directors of Parent obligations to Parent Parent's stockholders under applicable Legal Requirementslaw, (3) at least three business days prior to furnishing any such information to, or entering into discussions with, such Person, Parent gives the Company prompt written notice of the identity of such Person and of Parent’s 's intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in containing customary limitations on the Confidentiality Agreement; use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of Parent and containing customary "standstill" provisions, and (4) at least three business days prior to furnishing any such information to such Person, Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); . Without limiting the generality of the foregoing, Parent acknowledges and agrees that any action inconsistent with of any of the provisions set forth in the preceding sentence by any Representative of the Parent Entities, whether or (B) not such Representative is purporting to act on behalf of any of the Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard Entities, shall be deemed to any Parent Acquisition Proposalconstitute a breach of this Section 4.4 by Parent. (bB) Parent shall promptly (and in no event later than twenty four (24) 24 hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information) advise the Company orally and in writing of any Parent Acquisition Proposal, any inquiry or indication of interest that could lead to a Parent Acquisition Proposal or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request Entities (including providing the identity of the Person making or submitting such Parent Acquisition Proposal Proposal, inquiry, indication of interest or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company fully informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal Proposal, inquiry, indication of interest or request and any material modification or proposed material modification thereto. (cC) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any existing discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (dD) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release or permit the release of any Person (other than from, or to waive or permit the Company) from or waive waiver of any provision of of, any confidentiality, “"standstill” " or similar agreement to which any of the Parent Entities is a party and or under which relates to a any of the Parent Acquisition ProposalEntities has any rights, and will use its commercially reasonable best efforts to enforce or cause to be enforced each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.

No Solicitation by Parent. (a) During Except as provided in Section 5.5(b) or Section 5.5(d) below, from the Pre-Closing Periodexecution and delivery of this Agreement until the earlier of termination of this Agreement or the Effective Time, Parent shall, not directly or indirectlyshall not, and shall notnot authorize or permit its officers, directors, investment bankers, attorneys, accountants or other advisors, agents or representatives (collectively, "Parent Representatives"), to, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations toindirectly through another person, (i) solicitinitiate, encourageseek, initiate solicit or seek knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition ProposalProposal (the definition of which, solely for purposes of this clause (i), shall be deemed to include transactions that (A) do not include a condition that the transactions contemplated by this Agreement do not occur and/or (B) could be completed if the transactions contemplated by this Agreement occur), (ii) furnish engage in negotiations or discussions with, or provide any non-public information regarding or non-public data to, any of the SafeNet Corporations to any Person person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document Company or any Contract contemplating of its affiliates or otherwise any Company Representatives) relating to any Parent Acquisition Transaction; providedProposal or grant any waiver or release under any standstill or other agreement (except that if the Parent Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Parent directors' fiduciary duties under applicable law, howeverParent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal) or (iii) resolve to do any of the foregoing. Notwithstanding the foregoing, that nothing contained in this Section 4.4 5.5 or in Section 6.4 or any other provision hereof shall not prohibit (A) Parent, Parent or the Parent Board of Directors of Parent, prior (or any committee thereof) from taking and disclosing to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock Stockholders its position with respect to any takeover offer for Parent or any price sensitive information that Parent reasonably determines requires disclosure pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, UK Listing Rules or entering into discussions or negotiations with, any Person in response pursuant to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Any disclosure made in accordance with regard to any the foregoing sentence that constitutes a Parent Acquisition ProposalAdverse Recommendation Change shall result in all of the consequences of a Parent Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Parent Stockholder Approval, if Parent receives a written Parent Acquisition Proposal from a third party and the receipt of such Parent Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.5(a), then Parent may (i) contact the person who has made such Parent Acquisition Proposal in order to clarify the terms of such Parent Acquisition Proposal so that the Parent Board (or any committee thereof) may inform itself about such Parent Acquisition Proposal, (ii) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to Parent than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Parent Acquisition Proposal, in the case of clauses (ii) and (iii), if the Parent Board determines in good faith that such Parent Acquisition Proposal constitutes or is reasonably likely to constitute or to lead to a Parent Superior Proposal. Subject in all respects to the terms of this Section 5.5(b), Parent shall promptly (and in no event later than twenty any case within twenty-four (24) hours after Parent gains knowledge hours) (A) provide the Company notice (1) of its the receipt of any Parent Acquisition Proposal), which notice shall include a copy of such Parent Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or any request for nonpublic information relating discussions or negotiations sought to be initiated or continued with, Parent or any of the Acquired Corporations in connection with Parent Representatives concerning a response Parent Acquisition Proposal that constitutes or is reasonably likely to constitute or lead to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing disclose the identity of the Person making other party (or submitting such Parent Acquisition Proposal or request, parties) and a summary of the material terms thereofof such inquiry, if offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) make available to the Company copies of all written materials provided by Parent Acquisition Proposal is to such party but not in writing, or a copy of Parent Acquisition Proposal previously made available to the Company and any related draft agreements if it is in writing(C) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a reasonably prompt basis with respect to (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Parent Acquisition Proposal or request other inquiry, offer, proposal or request; provided, that Parent shall not be obligated to take any action contained in clauses (A) to (C) above to the extent such action would require Parent or the Company to make a public announcement under applicable Law (including but not limited to, in the case of Parent, the City Code on Takeovers and Mergers (the "Takeover Code") and the disclosure and transparency rules maintained by the Financial Conduct Authority), it being acknowledged and agreed that if any material modification such disclosure would reasonably be expected to be required, whether by Parent or proposed material modification theretothe Company, the parties will cooperate in good faith to permit Parent to comply with clauses (A) to (C) above without requiring such a disclosure, including by seeking confirmation from the UK Panel on Takeovers and Mergers (the "Panel") that Parent may provide such notice(s) or such written materials, or keep the Company so informed (as applicable), without being required to make a public announcement under the Takeover Code. Any information provided to the Company pursuant to clauses (A) to (C) above shall be subject to the Confidentiality Agreement. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing Except as of the date of this Agreement with any Person (other than Parentpermitted by Section 5.5(d) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(Bor 5.5(e), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify neither the Parent Recommendation in a manner adverse to Parent if: Board nor any committee thereof shall (i) an unsolicitedwithdraw, bona fide written offer is made qualify or modify, or publicly propose to Parent by a third party for a Parent Acquisition Transactionwithdraw, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faithqualify or modify, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified Recommendation, in each case in a manner adverse to the Company, (ii) approve or recommend any Parent Acquisition Proposal, (iii) enter into any agreement with respect to any Parent Acquisition Proposal (other than a confidentiality agreement pursuant to Section 5.5(b)) or (iv) fail to reaffirm or re-publish the Parent Recommendation within ten (10) Business Days of being requested by the Company to do so (provided that (A) the Company may make such request on no more than two (2) occasions, (B) the Company may not make any such request at any time following Parent's delivery of a notice pursuant to clause (ii) of Section 5.5(e) and (C) if the Company has made any such request and prior to the expiration of ten (10) Business Days Parent delivers a notice pursuant to clause (ii) of Section 5.5(e), the ten (10) Business Day period set forth in this clause (iv) shall be tolled on a daily basis during the period beginning on the date of delivery of such notice and ending on the date on which the Parent Board shall have determined not to effect a Parent Adverse Recommendation Change pursuant to Section 5.5(e) (any action described in this sentence being referred to as a "Parent Adverse Recommendation Change"). (d) If, at any time prior to three (3) business days after the Company receipt of Parent Stockholder Approval, the Parent Board receives written notice from a Parent confirming Acquisition Proposal that Parent’s the Parent Board of Directors has determined that such offer is determines in good faith constitutes a Parent Superior OfferProposal, and the Parent Board may (vi) at the end of such three effect a Parent Adverse Recommendation Change or (3ii) business day period, after taking into account any adjustment or modification of the terms of authorize Parent to terminate this Agreement proposed by pursuant to Section 8.1(j) in order to enter into a definitive agreement providing for a Parent Superior Proposal, if the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination determines in good faith that the withdrawal failure to take such action would reasonably be expected to be inconsistent with the Parent directors' fiduciary duties under applicable Law. (e) Other than in connection with a Parent Superior Proposal (which shall be subject to Section 5.5(d) and shall not be subject to this Section 5.5(e)), prior to obtaining the Parent Stockholder Approval the Parent Board may take any action prohibited by clause (i) of Section 5.5(c), but only in response to a Parent Intervening Event and only if (i) the Parent Board determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Parent directors' fiduciary duties under applicable Law; (ii) Parent has notified the Company in writing that it intends to effect a Parent Adverse Recommendation Change due to the occurrence of a Parent Intervening Event (which notice shall specify the Parent Intervening Event in reasonable detail); (iii) for a period of five (5) days following the notice delivered pursuant to clause (ii) of this Section 5.5(e), Parent shall have discussed and negotiated in good faith, and shall have made Parent Representatives available to discuss and negotiate in good faith (in each case to the extent the Company desires to negotiate), with Company Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Parent directors' fiduciary duties under applicable Law (it being understood and agreed that any material change to the facts and circumstances relating to the Parent Intervening Event shall require a new notice and a new four (4) day negotiation period; and (iv) no earlier than the end of the negotiation period, the Parent Board shall have determined in good faith, after considering the terms of any proposed amendment or modification of to this Agreement, that the failure to take such Parent Recommendation is required action would still reasonably be expected to comply be inconsistent with the Parent directors' fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsLaw.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) Unless and until this Agreement is terminated in accordance with the provisions of Article IX, without the prior written consent of Company, none of Parent, its Subsidiaries or any Representative of Parent or any of its Subsidiaries shall directly or indirectly (A) initiate, solicit, encourageseek or knowingly encourage or support any inquiries, initiate proposals or seek the makingoffers that constitute or may reasonably be expected to lead to, submission a Parent Acquisition Proposal (as defined below), (B) engage or announcement of participate in, or knowingly facilitate, any discussions or negotiations regarding, or furnish any nonpublic information to any Person in connection with, any inquiries, proposals or offers that constitute, or may reasonably be expected to lead to, a Parent Acquisition Proposal, or (iiC) furnish enter into any non-public information regarding any letter of the SafeNet Corporations to any Person (intent, agreement in principle or other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead similar type of agreement relating to a Parent Acquisition Proposal, or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or resolve, propose or agree to do any of the foregoing; provided, however, that prior to the approval of the Merger and issuance of the Parent Common Stock by Parent’s stockholders at the Parent Stockholders’ Meeting, Parent may take the following actions in response to an unsolicited bona fide written Parent Acquisition Proposal received after the date hereof that the Board of Directors of Parent has determined, in good faith, after consultation with its outside counsel and independent financial advisors, constitutes, or would reasonably be expected to lead to, a Parent Superior Offer: (iii1) furnish nonpublic information regarding Parent to the third party making the Parent Acquisition Proposal (a “Parent Qualified Bidder”); and (2) engage in discussions or negotiations with any Person the Parent Qualified Bidder and its representatives with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal; provided that (w) Parent receives from the Parent Qualified Bidder an executed confidentiality agreement the terms of which are not less restrictive to such Person than those contained in the Confidentiality Agreement, and containing additional provisions that expressly permit Parent to comply with the terms of this Section 4.5 (a copy of such confidentiality agreement shall promptly, and in any event within twenty-four (24) hours, be provided to the Company for informational purposes only), (2x) Parent contemporaneously supplies to the Company any such nonpublic information or access to any such nonpublic information to the extent it has not been previously provided or made available to the Company, (y) Parent has not breached this Section 4.5, and (z) the Board of Directors of Parent concludes determines in good faith, after consultation with its outside legal counsel, that taking such action with respect to such Parent Acquisition Proposal is actions would be required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. (b) Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements. (ii) For purposes of this Agreement,

No Solicitation by Parent. (a) During Except as provided in Section 5.5(b) or Section 5.5(d) below, from the Pre-Closing Periodexecution and delivery of this Agreement until the earlier of termination of this Agreement or the Effective Time, Parent shall, not directly or indirectlyshall not, and shall notnot authorize or permit its officers, directors, investment bankers, attorneys, accountants or other advisors, agents or representatives (collectively, “Parent Representatives”), to, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, indirectly through another person, (i) solicitinitiate, encourageseek, initiate solicit or seek knowingly encourage (including by way of furnishing any non-public information relating to Parent or any of its subsidiaries), or knowingly induce or take any other action which would reasonably be expected to lead to the making, submission or announcement of any Parent Acquisition ProposalProposal (the definition of which, solely for purposes of this clause (i), shall be deemed to include transactions that (A) do not include a condition that the transactions contemplated by this Agreement do not occur and/or (B) could be completed if the transactions contemplated by this Agreement occur), (ii) furnish engage in negotiations or discussions with, or provide any non-public information regarding or non-public data to, any of the SafeNet Corporations to any Person person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document Company or any Contract contemplating of its affiliates or otherwise any Company Representatives) relating to any Parent Acquisition Transaction; providedProposal or grant any waiver or release under any standstill or other agreement (except that if the Parent Board (or any committee thereof) determines in good faith that the failure to grant any waiver or release would be inconsistent with the Parent directors’ fiduciary duties under applicable law, howeverParent may waive any such standstill provision in order to permit a third party to make a Parent Acquisition Proposal) or (iii) resolve to do any of the foregoing. Notwithstanding the foregoing, that nothing contained in this Section 4.4 5.5 or in Section 6.4 or any other provision hereof shall not prohibit (A) Parent, Parent or the Parent Board of Directors of Parent, prior (or any committee thereof) from taking and disclosing to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock Stockholders its position with respect to any takeover offer for Parent or any price sensitive information that Parent reasonably determines requires disclosure pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, UK Listing Rules or entering into discussions or negotiations with, any Person in response pursuant to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act Act. Any disclosure made in accordance with regard to any the foregoing sentence that constitutes a Parent Acquisition ProposalAdverse Recommendation Change shall result in all of the consequences of a Parent Adverse Recommendation Change set forth in this Agreement. (b) Notwithstanding the foregoing, at any time prior to obtaining the Parent Stockholder Approval, if Parent receives a written Parent Acquisition Proposal from a third party and the receipt of such Parent Acquisition Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced in violation of Section 5.5(a), then Parent may (i) contact the person who has made such Parent Acquisition Proposal in order to clarify the terms of such Parent Acquisition Proposal so that the Parent Board (or any committee thereof) may inform itself about such Parent Acquisition Proposal, (ii) furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms that, taken as a whole, are not materially less favorable to Parent than those contained in the Confidentiality Agreement and (iii) negotiate and participate in discussions and negotiations with such person concerning a Parent Acquisition Proposal, in the case of clauses (ii) and (iii), if the Parent Board determines in good faith that such Parent Acquisition Proposal constitutes or is reasonably likely to constitute or to lead to a Parent Superior Proposal. Subject in all respects to the terms of this Section 5.5(b), Parent shall promptly (and in no event later than twenty any case within twenty-four (24) hours after Parent gains knowledge hours) (A) provide the Company notice (1) of its the receipt of any Parent Acquisition Proposal), which notice shall include a copy of such Parent Acquisition Proposal, and (2) of any inquiries, proposals or offers received by, any requests for non-public information from, or any request for nonpublic information relating discussions or negotiations sought to be initiated or continued with, Parent or any of the Acquired Corporations in connection with Parent Representatives concerning a response Parent Acquisition Proposal that constitutes or is reasonably likely to constitute or lead to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing disclose the identity of the Person making other party (or submitting such Parent Acquisition Proposal or request, parties) and a summary of the material terms thereofof such inquiry, if offer, proposal or request and, in the case of written materials, provide copies of such materials, (B) make available to the Company copies of all written materials provided by Parent Acquisition Proposal is to such party but not in writing, or a copy of Parent Acquisition Proposal previously made available to the Company and any related draft agreements if it is in writing(C) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a reasonably prompt basis with respect to (and, in any case, within twenty-four (24) hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such Parent Acquisition Proposal or request other inquiry, offer, proposal or request; provided, that Parent shall not be obligated to take any action contained in clauses (A) to (C) above to the extent such action would require Parent or the Company to make a public announcement under applicable Law (including but not limited to, in the case of Parent, the City Code on Takeovers and Mergers (the “Takeover Code”) and the disclosure and transparency rules maintained by the Financial Conduct Authority), it being acknowledged and agreed that if any material modification such disclosure would reasonably be expected to be required, whether by Parent or proposed material modification theretothe Company, the parties will cooperate in good faith to permit Parent to comply with clauses (A) to (C) above without requiring such a disclosure, including by seeking confirmation from the UK Panel on Takeovers and Mergers (the “Panel”) that Parent may provide such notice(s) or such written materials, or keep the Company so informed (as applicable), without being required to make a public announcement under the Takeover Code. Any information provided to the Company pursuant to clauses (A) to (C) above shall be subject to the Confidentiality Agreement. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing Except as of the date of this Agreement with any Person (other than Parentpermitted by Section 5.5(d) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(Bor 5.5(e), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify neither the Parent Recommendation in a manner adverse to Parent if: Board nor any committee thereof shall (i) an unsolicitedwithdraw, bona fide written offer is made qualify or modify, or publicly propose to Parent by a third party for a Parent Acquisition Transactionwithdraw, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faithqualify or modify, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified Recommendation, in each case in a manner adverse to the Company, (ii) approve or recommend any Parent Acquisition Proposal, (iii) enter into any agreement with respect to any Parent Acquisition Proposal (other than a confidentiality agreement pursuant to Section 5.5(b)) or (iv) fail to reaffirm or re-publish the Parent Recommendation within ten (10) Business Days of being requested by the Company to do so (provided that (A) the Company may make such request on no more than two (2) occasions, (B) the Company may not make any such request at any time following Parent’s delivery of a notice pursuant to clause (ii) of Section 5.5(e) and (C) if the Company has made any such request and prior to the expiration of ten (10) Business Days Parent delivers a notice pursuant to clause (ii) of Section 5.5(e), the ten (10) Business Day period set forth in this clause (iv) shall be tolled on a daily basis during the period beginning on the date of delivery of such notice and ending on the date on which the Parent Board shall have determined not to effect a Parent Adverse Recommendation Change pursuant to Section 5.5(e) (any action described in this sentence being referred to as a “Parent Adverse Recommendation Change”). (d) If, at any time prior to three (3) business days after the Company receipt of Parent Stockholder Approval, the Parent Board receives written notice from a Parent confirming Acquisition Proposal that Parent’s the Parent Board of Directors has determined that such offer is determines in good faith constitutes a Parent Superior OfferProposal, and the Parent Board may (vi) at the end of such three effect a Parent Adverse Recommendation Change or (3ii) business day period, after taking into account any adjustment or modification of the terms of authorize Parent to terminate this Agreement proposed by pursuant to Section 8.1(j) in order to enter into a definitive agreement providing for a Parent Superior Proposal, if the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination determines in good faith that the withdrawal or modification of failure to take such Parent Recommendation is required action would reasonably be expected to comply be inconsistent with the Parent directors’ fiduciary duties under applicable Law. (e) Other than in connection with a Parent Superior Proposal (which shall be subject to Section 5.5(d) and shall not be subject to this Section 5.5(e)), prior to obtaining the Parent Stockholder Approval the Parent Board may take any action prohibited by clause (i) of Section 5.5(c), but only in response to a Parent Intervening Event and only if (i) the Parent Board of Directors of determines in good faith that the failure to take such action would reasonably be expected to be inconsistent with the Parent directors’ fiduciary duties under applicable Law; (ii) Parent has notified the Company in writing that it intends to effect a Parent Adverse Recommendation Change due to the stockholders occurrence of a Parent Intervening Event (which notice shall specify the Parent Intervening Event in reasonable detail); (iii) for a period of five (5) days following the notice delivered pursuant to clause (ii) of this Section 5.5(e), Parent shall have discussed and negotiated in good faith, and shall have made Parent Representatives available to discuss and negotiate in good faith (in each case to the extent the Company desires to negotiate), with Company Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer reasonably be expected to be inconsistent with the Parent directors’ fiduciary duties under applicable Legal Requirements.Law (it being understood and agreed that any material change to the facts and circumstances relating to the Parent Intervening Event shall require a new notice and a new four (4) day negotiation period; and

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any of the other SafeNet ▇▇▇▇ Corporations or any officer or director Representative of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet ▇▇▇▇ Corporations to, (i) solicit, encourage, initiate or seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet ▇▇▇▇ Corporations to any Person (other than to the Company) in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could reasonably be expected to lead to a Parent Acquisition Proposal, (iii) engage or participate in any discussions or negotiations with any Person with respect to any Parent Acquisition Proposal or any inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s 's stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet ▇▇▇▇ Corporations to, or entering into or participating in discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could would reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet ▇▇▇▇ Corporations or any officer or director Representative of any of the SafeNet ▇▇▇▇ Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal RequirementsDelaware law, (3) Parent gives to the Company the notice required by Section 4.4(b), (4) Parent gives the Company prompt prior written notice of Parent’s 's intention to furnish nonpublic information to, or enter into or participate in discussions or negotiations with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive favorable to Parent than those contained in the Confidentiality AgreementAgreements; and (45) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) subject to the obligation of Parent and Parent's Board of Directors not to withhold, withdraw or modify its recommendation except as expressly set forth in Section 4.4(e), Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any director, officer, employee or agent of Parent or any of its subsidiaries or any investment banker, financial advisor, attorney, accountant or other representative of Parent or any of its subsidiaries shall be deemed to be a breach of this Section by Parent. (b) Parent shall promptly (promptly, and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal or inquiry that could reasonably be expected to lead to any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response Parent Acquisition Proposal or inquiry that could reasonably be expected to a lead to any Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal Proposal, inquiry or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal Proposal, inquiry or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal Proposal, inquiry or request and any material modification or proposed material modification thereto (and in no event later than twenty-four (24) hours of any request, material modification or proposed material modification thereto). (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B4.2(c)(xii)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “"standstill” " or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s 's stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to the Company in respect of, or enter into an agreement with respect to, a Parent Acquisition Transaction if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s 's Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s 's Board of Directors determines that the withholding, withdrawal or modification of such the Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal RequirementsDelaware law; (iv) the Parent Recommendation is not withheld, withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s 's Board of Directors has determined that such offer is a Parent Superior Offer, ; and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that such offer is a Superior Offer and that the withholding, withdrawal or modification of the Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Delaware law. Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent's stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to the Company other than in respect of a Parent Acquisition Transaction if: (i) following consultation with outside legal counsel, Parent's Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (ii) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent's Board of Directors has determined to withdraw or modify the Parent Recommendation and specifying the reasons therefor, and (iii) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company, the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements. (f) Parent may terminate this Agreement and enter into an Acquisition Agreement with respect to such Parent Superior Offer at any time three (3) business days following delivery of the notice referenced in Section 4.4(e); provided, that (i) neither Parent nor its Representatives is in material breach of this Section 4.4, (ii) during the three (3) business day period following Parent's delivery to the Company of the written notice described in Section 4.4(e), the Company shall have the right to propose adjustments in the terms and conditions of this Agreement and Parent shall have caused its financial and legal advisors to negotiate with the Company in good faith such proposed adjustments in the terms and conditions of this Agreement, and (iii) upon the expiration of the three (3) business day period following Parent's delivery to the Company of the written notice described in Section 4.4(e), Parent delivers to the Company (x) a written notice of termination of this Agreement pursuant to Section 7.1(i), and (y) pays the Termination Fee as set forth in Section 7.3(b).

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectlynor shall it permit any Parent Subsidiary to, nor shall it authorize or permit any officer, director or employee of the other SafeNet Corporations or any officer investment banker, attorney, accountant or director of other advisor or representative of, Parent or any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations Parent Sub- sidiary to, (i) solicit, encourage, initiate or seek encourage the making, submission or announcement of any Parent Acquisition ProposalTakeover Proposal (as defined below), (ii) furnish enter into any agreement with respect to any Parent Takeover Proposal or (iii) provide any non-public information regarding any of the SafeNet Corporations Parent to any Person (other than to the Company) third party or engage in any negotiations or substantive discussions in connection with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead to a Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Parent Acquisition Takeover Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the MergerStockholder Approval, from furnishing nonpublic information regarding the SafeNet Corporations toParent may, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. (b) Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Takeover Proposal that was not solicited by Parent and that did not otherwise result from a breach of this Section 4.03(a), provide any non-public information regarding itself to any third party or engage in any negotiations or substantive discussions with such person regarding any Parent Takeover Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, each case only if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s 's Board of Directors determines in good faith, after consultation with counsel and its financial advisoradvisors, that failing to take such offer constitutes action would create a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board reasonable possibility of Directors determines that the withdrawal or modification a breach of such Parent Recommendation is required to comply with the fiduciary duties of the Parent's Board of Directors, and (B) nothing contained in this Agreement shall prevent Parent or its Board of Directors of from complying with Rule 14e-2 promulgated under the Exchange Act with regard to a Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn Takeover Proposal or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that prevent Parent’s 's Board of Directors has determined from taking any action permitted by Section 5.01(e). Without limiting the foregoing, it is understood that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification violation of the terms restrictions set forth in the preceding sentence by any executive officer of Parent or any Parent Subsidiary or any investment banker, attorney, accountant or other advisor or representative of Parent or any Parent Subsidiary, whether or not such person is purporting to act on behalf of Parent or any Parent Subsidiary or otherwise, shall be deemed to be a breach of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition ProposalSection 4.03(a), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent shall, not directly or indirectly, and shall not, directly or indirectly, authorize or permit any of the other SafeNet Corporations or any officer or director of any of the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) Unless and until this Agreement is terminated in accordance with the provisions of Section 9, without the prior written consent of Company, none of Parent, its Subsidiaries or any Representative of Parent or any of its Subsidiaries shall directly or indirectly (A) initiate, solicit, encourageseek or knowingly encourage any inquiries, initiate proposals or seek the makingoffers that constitute or would reasonably be expected to lead to, submission a Parent Acquisition Proposal (as defined below), (B) engage or announcement of participate in, or knowingly facilitate, any discussions or negotiations regarding, or furnish any nonpublic information to any Person in connection with, any inquiries, proposals or offers that constitute, or would reasonably be expected to lead to, a Parent Acquisition Proposal, or (iiC) furnish enter into any non-public information regarding any letter of the SafeNet Corporations to any Person (intent, agreement in principle or other than to the Company) in connection with or in response similar type of agreement relating to a Parent Acquisition Proposal, or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or resolve, propose or agree to do any of the foregoing; provided, however, that prior to the approval of the Parent Stockholder Proposals at the Parent Stockholder Meeting, Parent may take the following actions in response to an unsolicited bona fide written Parent Acquisition Proposal received after the date hereof that is a Parent Superior Offer or an inquiry that Parent believes in good faith could reasonably be expected to lead to a Parent Superior Offer: (1) furnish nonpublic information regarding Parent or its Subsidiaries to the third party making the Parent Acquisition Proposal, Proposal (iiia “Parent Qualified Bidder”); and (2) engage in discussions or negotiations with any Person with respect to any the Parent Acquisition Proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (Qualified Bidder and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that such action representatives with respect to such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Proposal; provided that (w) such Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an Qualified Bidder has executed confidentiality agreement with provisions no for the benefit of Parent the terms of which are not less restrictive to such Person than those contained in the Confidentiality Agreement; and Agreement (4) Parent furnishes a copy of such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. (b) Parent confidentiality agreement shall promptly (promptly, and in no any event later than twenty within twenty-four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposalhours, be provided to Company for informational purposes only), or any request for nonpublic information relating (x) Parent contemporaneously supplies to any of Company the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise the Company orally and in writing material terms of such Parent Acquisition Proposal and access to any such nonpublic information to the extent it has not been previously provided or request made available to the Company, and (including providing the identity y) such Parent Superior Offer did not arise as a result of the Person making or submitting such Parent Acquisition Proposal or request, and a summary Parent’s breach of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification theretothis Section 4.5. (cii) Upon the execution For purposes of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.,

No Solicitation by Parent. (a) During the Pre-Closing Period, Parent agrees that (i) neither it nor any of its Subsidiaries shall, not directly or indirectly, and shall not, directly or indirectly, authorize or not knowingly permit any of the other SafeNet Corporations its officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any officer of its Subsidiaries) to, solicit, initiate or director knowingly encourage (including by way of furnishing material non-public information) any inquiry, proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a tender offer, merger, consolidation, business combination or similar transaction involving, or any purchase of 20% or more of the assets on a consolidated basis or 20% or more of any class of capital stock of, Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal") or participate or engage in any discussions or negotiations concerning a Parent Acquisition Proposal; and (ii) it will immediately cease and cause to be terminated any existing negotiations with any parties conducted heretofore with respect to any of the SafeNet Corporations, foregoing; provided that nothing contained in this Agreement shall prevent Parent or authorize or knowingly permit any other employee, agent or consultant its Board of any of Directors from (A) complying with Rule 14e-2 promulgated under the SafeNet Corporations to, (i) solicit, encourage, initiate or seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet Corporations to any Person (other than to the Company) in connection Exchange Act with or in response to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected to lead regard to a Parent Acquisition Proposal, or (iiiB) engage prior to the Cutoff Date, providing information (pursuant to a confidentiality agreement in reasonably customary form) to or engaging in any negotiations or discussions or negotiations with any Person person or entity who has made an unsolicited bona fide Parent Acquisition Proposal with respect to any all the outstanding Parent Acquisition ProposalCommon Stock or all or substantially all the assets of Parent that, except as in the good faith judgment of Parent's Board of Directors, taking into account the likelihood of consummation, after consultation with its financial advisors, is superior to the existence of these provisionsMerger (a "Parent Superior Proposal"), (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or if the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, determines that the failure to do so would be inconsistent with its fiduciary obligations. (b) Prior to taking any action referred to in Section 7.3(a), if Parent intends to participate in any such action with respect discussions or negotiations or provide any such information to any such third party, Parent shall give prompt prior notice to the Company of each such action. The Parent will immediately notify the Company of any such requests for such information or the receipt of any Parent Acquisition Proposal, including the identity of the person or group engaging in such discussions or negotiations, requesting such information or making such Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company prompt written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such PersonProposal, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; material terms and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent such nonpublic information has not been previously furnished by Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to conditions of any Parent Acquisition Proposal. (bc) Nothing in this Section 7.3 shall permit Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of to enter into any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection agreement with a response respect to a Parent Acquisition Proposal, advise the Company orally and in writing of such Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep term of this Agreement, it being agreed that during the Company informed in all material respects on a prompt basis with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution term of this Agreement, Parent shall immediately cease and cause to be terminated not enter into any discussions existing as of the date of this Agreement agreement with any Person (other than Parent) person that relate to provides for, or in any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B)way facilitates, Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such other than a confidentiality agreement at the request of the Company. (e) Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of such Parent Acquisition Proposal), the Board of Directors of Parent again makes the determination in good faith that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements.reasonably customary form. SECTION

No Solicitation by Parent. Parent agrees that (ai) During the Pre-Closing Period, Parent neither it nor any of its Subsidiaries shall, and it shall not directly authorize or indirectlypermit any of its officers, directors, employees, agents or representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, and shall noton becoming aware of it will stop such person from continuing to, directly or indirectly, authorize solicit, initiate or permit encourage (including by way of furnishing nonpublic information), or take any action designed to facilitate, directly or indirectly, any inquiry, proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a tender or exchange offer, merger, consolidation, business combination, purchase or similar transaction or series of transactions (other than the transactions contemplated by this Agreement) involving, individually or in the aggregate, 15% or more of the assets, net revenues or net income of Parent and its Subsidiaries on a consolidated basis or 15% or more of any class of share capital of Parent (any such proposal, offer or transaction being hereinafter referred to as a "Parent Acquisition Proposal") or cooperate with or assist, participate or engage in any discussions or negotiations concerning a Parent Acquisition Proposal; and (ii) it will immediately cease and cause to be terminated any existing negotiations with any parties conducted heretofore with respect to any of the other SafeNet Corporations foregoing; provided that nothing contained in this Agreement shall prevent Parent or any officer or director its Board of any of Directors from (A) complying with Rule 14e-2 promulgated under the SafeNet Corporations, or authorize or knowingly permit any other employee, agent or consultant of any of the SafeNet Corporations to, (i) solicit, encourage, initiate or seek the making, submission or announcement of any Parent Acquisition Proposal, (ii) furnish any non-public information regarding any of the SafeNet Corporations to any Person (other than to the Company) in connection Exchange Act with or in response regard to a Parent Acquisition Proposal or an inquiry that Parent believes in good faith could be expected (B) prior to lead the Cutoff Date (as defined herein), providing information (pursuant to a confidentiality and standstill agreement in reasonably customary form with terms at least as favorable to Parent as the Confidentiality and Standstill Agreement and which does not contain terms that prevent Parent from complying with its obligations under this Section 7.3) to or engaging in any negotiations or discussions with any person or entity who has made an unsolicited bona fide written Parent Acquisition Proposal, (iii) engage in discussions or negotiations with any Person Proposal with respect to any all the outstanding Parent Acquisition ProposalOrdinary Shares or all or substantially all the assets of Parent that, except as in the good faith judgment of a committee composed solely of the outside directors of Parent, taking into account the likelihood of financing, and based on the advice of a financial advisor of recognized national reputation, a written summary of which shall be promptly provided to the existence Company, is superior to the Merger (a "Parent Superior Proposal"), to the extent that committee of these provisions, (iv) approve, endorse or recommend any Parent Acquisition Proposal, or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction; provided, however, that this Section 4.4 shall not prohibit (A) Parent, or the Board of Directors of Parent, prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, from furnishing nonpublic information regarding the SafeNet Corporations to, or entering into discussions or negotiations with, any Person in response to an unsolicited, bona fide written Parent Acquisition Proposal that the Board of Directors of Parent concludes in good faith could reasonably be expected to result in a Parent Superior Offer that is submitted to Parent by such Person (and not withdrawn) if (1) none of the SafeNet Corporations or any officer or director of any of the SafeNet Corporations shall have violated any of the restrictions set forth in this Section 4.4 in connection with the receipt of such Parent Acquisition Proposal, (2) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, determines that the failure to do so would be inconsistent with its fiduciary obligations. (a) Prior to taking any action referred to in Section 7.3(a), if Parent intends to participate in any such action with respect discussions or negotiations or provide any such information to any such third party, Parent Acquisition Proposal is required to comply with the fiduciary duties of the Board of Directors of Parent to Parent stockholders under applicable Legal Requirements, (3) Parent gives the Company shall give prompt prior oral and written notice of Parent’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement with provisions no less restrictive than those contained in the Confidentiality Agreement; and (4) Parent furnishes such nonpublic information to such Person and to the Company at substantially the same time (to the extent of each such nonpublic information has not been previously furnished by action. Parent to the Company); or (B) Parent from complying with Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any Parent Acquisition Proposal. (b) Parent shall promptly (and in no event later than twenty four (24) hours after Parent gains knowledge of its receipt of any Parent Acquisition Proposal), or any request for nonpublic information relating to any of the Acquired Corporations in connection with a response to a Parent Acquisition Proposal, advise will immediately notify the Company orally and in writing of any such requests for such information or the receipt of any Parent Acquisition Proposal or request (including providing the identity of the Person making or submitting such Parent Acquisition Proposal or request, and a summary of the material terms thereof, if Parent Acquisition Proposal is not in writing, or a copy of Parent Acquisition Proposal and any related draft agreements if it is in writing) that is made or submitted by any Person during the Pre-Closing Period. Parent shall keep the Company informed in all material respects on a prompt basis inquiry with respect to the status of any such Parent Acquisition Proposal or request and any material modification or proposed material modification thereto. (c) Upon the execution of this Agreement, Parent shall immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person (other than Parent) that relate to any Parent Acquisition Proposal. (d) Notwithstanding anything in Section 4.2(d)(x)(B), Parent agrees not to release any Person (other than the Company) from or waive any provision of any confidentiality, “standstill” or similar agreement to which Parent is a party and which relates could lead to a Parent Acquisition Proposal, and will use its commercially reasonable efforts to enforce each such agreement at including the request identity of the Company. (e) Notwithstanding anything person or group engaging in this Agreement to the contrarysuch discussions or negotiations, the Board of Directors of Parent may at any time prior to receipt of the approval of Parent’s stockholders of the issuance of Parent Common Stock pursuant to the Merger, withhold, withdraw requesting such information or modify the Parent Recommendation in a manner adverse to Parent if: (i) an unsolicited, bona fide written offer is made to Parent by a third party for a Parent Acquisition Transaction, and such offer is not withdrawn; (ii) Parent’s Board of Directors determines in good faith, after consultation with its financial advisor, that such offer constitutes a Parent Superior Offer; (iii) following consultation with outside legal counsel, Parent’s Board of Directors determines that the withdrawal or modification of such Parent Recommendation is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirements; (iv) the Parent Recommendation is not withdrawn or modified in a manner adverse to the Company at any time prior to three (3) business days after the Company receives written notice from Parent confirming that Parent’s Board of Directors has determined that such offer is a Parent Superior Offer, and (v) at the end of such three (3) business day period, after taking into account any adjustment or modification of the terms of this Agreement proposed by the Company (and any adjustment or modification of the terms of making such Parent Acquisition Proposal, and the material terms and conditions of any Parent Acquisition Proposal. Parent will (i) keep the Company fully informed of the status and details (including any changes or proposed changes to such status or details) on a timely basis of any such requests, Parent Acquisition Proposals or inquiries and (ii) provide to the Company as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Parent from any third party in connection with any Parent Acquisition Proposal or sent or provided by Parent to any third party in connection with any Parent Acquisition Proposal. Any written notice under this Section 7.3 shall be given by facsimile with receipt confirmed or personal delivery. (b) Nothing in this Section 7.3 shall permit Parent to enter into any agreement with respect to a Parent Acquisition Proposal during the term of this Agreement, it being agreed that during the term of this Agreement (except pursuant to Section 9.4(c)), Parent shall not enter into any agreement with any person that provides for, or in any way facilitates, a Parent Acquisition Proposal, other than a confidentiality agreement in reasonably customary form with terms at least as favorable to Parent as the Board of Directors of Parent again makes Confidentiality and Standstill Agreement. (c) For purposes hereof, the determination "Cutoff Date," when used with respect to Parent, means the date the condition set forth in good faith that the withdrawal or modification of such Parent Recommendation Section 8.1(a)(ii) is required to comply with the fiduciary duties of the Board of Directors of Parent to the stockholders of Parent under applicable Legal Requirementssatisfied.