Stockholder Agreement (2004)Full Document 

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                              STOCKHOLDER AGREEMENT

         THIS STOCKHOLDER AGREEMENT (the "Agreement") is made and entered into
as of March 22, 2004, between SAFLINK Corporation, a Delaware corporation
("Parent"), Spartan Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub"), and the undersigned
stockholder ("Stockholders") of SSP Solutions, Inc., a corporation existing
under the laws of Delaware ("Company").


         WHEREAS, pursuant to an Agreement and Plan of Merger and Reorganization
dated as of March 22, 2004, by and between Parent, Merger Sub and Company (such
agreement as it may be amended or restated is hereinafter referred to as the
("Merger Agreement"), the parties agreed that on the signing of the Merger
Agreement, Parent, Merger Sub and Stockholder would execute and deliver a
Stockholder Agreement containing the terms and conditions set forth in an
Exhibit to the Merger Agreement together with such other terms and conditions as
may be agreed to by the parties to the Merger Agreement acting reasonably;

         WHEREAS, Parent has agreed to acquire the outstanding securities of
Company pursuant to a statutory merger of Merger Sub with and into Company (the
"Merger") effected in part through the conversion of each outstanding share of
capital stock of Company (the "Company Capital Stock"), into shares of common
stock of Parent (the "Parent Shares") at the rate set forth in the Merger
Agreement (the "Transaction");

         WHEREAS, Stockholder is the registered and beneficial owner of such
number of shares of the outstanding Company Capital Stock as is indicated on the
signature page of this Agreement (the "Shares"); and

         WHEREAS, in order to induce Parent to enter into the Transaction,
certain stockholders of Company have agreed not to transfer or otherwise dispose
of any of the Shares, or any other shares of Company Capital Stock acquired by
such stockholder hereafter and prior to the Expiration Date (as defined in
Section 1.1 below), and have agreed to vote the Shares and any other such shares
of Company Capital Stock so as to facilitate consummation of the Transaction.

         NOW, THEREFORE, the parties agree as follows:


                         1.1 TRANSFER AND ENCUMBRANCE.

                           (a) Stockholder represents, warrants and covenants to
Parent that (i) Stockholder is the beneficial owner of that number of Shares of
Company Capital Stock set forth on the signature page hereto and, except as
otherwise set forth on the signature page hereto, has held such Company Capital
Stock at all times since the date set forth on such signature page; (ii) the
Shares constitute the Stockholder's entire interest in the outstanding Company
Capital Stock; (iii) no other person or entity not a signatory to this Agreement
has a beneficial interest in or a right to acquire the Shares or any portion of


the Shares; and (iv) the Shares are and will be at all times up until the
Expiration Date free and clear of any liens, claims, options, charges or other

                           (b) Stockholder agrees not to transfer (except as may
be specifically required by court order or by operation of law), sell, exchange,
pledge or otherwise dispose of or encumber the Shares or any New Shares (as
defined below), or to make any offer or agreement relating thereto, at any time
prior to the Expiration Date. As used herein, the term "Expiration Date" shall
mean the earlier to occur of (i) the Effective Time (as defined in the Merger
Agreement) of the Transaction, and (ii) the termination of the Merger Agreement.

                  1.2 NEW SHARES. Stockholder agrees that any shares of Company
Capital Stock that Stockholder purchases or with respect to which Stockholder
otherwise acquires beneficial ownership after the date of this Agreement and
prior to the Expiration Date ("New Shares") shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares.

         2. AGREEMENT TO VOTE SHARES. Prior to the Expiration Date, at every
meeting of the stockholders of Company called with respect to any of the
following, and at every adjournment thereof, and on every action or approval by
written resolution of the stockholders of Company with respect to any of the
following, Stockholder shall vote the Shares and any New Shares (i) in favor of
approval of the Transaction and any matter that could reasonably be expected to
facilitate the Transaction and (ii) against any proposal for any
recapitalization, merger, sale of assets or other business combination (other
than the Transaction) between Company and any person or entity other than Parent
and Merger Sub.

         3. IRREVOCABLE PROXY. Stockholder is hereby delivering to Parent a duly
executed proxy in the form attached hereto as EXHIBIT A (the "Proxy") with
respect to each meeting of stockholders (or written consent in lieu thereof) of
Company, such Proxy to cover the total number of Shares and New Shares in
respect of which Stockholder is entitled to vote at any such meeting. Upon the
execution of this Agreement by the Stockholder, the Stockholder hereby revokes
any and all prior proxies given by the Stockholder with respect to the Shares
and agrees not to grant any subsequent proxies with respect to the Shares or any

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