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EXHIBIT 4.2
SAFENET, INC. CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INFORMATION RESOURCE ENGINEERING, INC.
Information Resource Engineering, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FIRST of the Certificate of Incorporation and
inserting in lieu thereof the following:
"FIRST: The name of the corporation shall be: SafeNet, Inc."
SECOND. That the Board of Directors of the Corporation, at a meeting
duly convened and held adopted a resolution in which was set forth the foregoing
amendment to the Certificate of Incorporation, declaring said amendment to be
advisable and calling a meeting of stockholders of the Corporation for
consideration thereof.
THIRD. That thereafter, pursuant to resolution of the Board of
Directors, a meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
FOURTH. That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
FIFTH. That the capital of the Corporation shall not be reduced
under or by reason of this amendment.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed in its name and on its behalf by its President, and attested by its Vice
President, this 23rd day of October 2000.
ATTEST: INFORMATION RESOURCE
ENGINEERING, INC.
/s/ Steve Turner By: /s/ Anthony A. Caputo
---------------------------- ----------------------------
Steve Turner, Vice President Anthony A. Caputo, President
