AMENDMENT NO. 1 TO THE
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 dated as of November 8, 2002 (the "Amendment") to
the Rights Agreement dated as of July 20, 2001 (the "Agreement"), between DSET
Corporation, a New Jersey corporation (the "Company") and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
NOW THEREFORE, in consideration of the premises and mutual covenants
herein set forth, the parties hereto agree as follows:
1. Amendment. The definition of an Acquiring Person, as contained in
Section 1(a) of the Agreement shall be revised in its entirety to read as
follows:
""Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding, but shall not include (i) the Company, (ii)
any Subsidiary of the Company, (iii) any employee benefit plan
of the Company or of any Subsidiary of the Company, (iv) any
Person organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (v) any Person who
acquires shares of Common Stock pursuant to that certain
Agreement and Plan of Merger dated as of June 26, 2001 between
the Company and ISPSoft Inc., a New Jersey corporation, to the
extent of the shares of Common Stock acquired under such
agreement, or under stock options assumed under such Agreement,
or (vi) any Person who acquires shares of Common Stock pursuant
to that certain Agreement of Merger, dated as of November 6,
2002, by and among NE Technologies, Inc., a Georgia corporation,
NE Technologies Acquisition Corporation, a wholly-owned
subsidiary of NE Technologies, Inc. and the Company, to the
extent of the shares of Common Stock acquired under such
Agreement. Notwithstanding the foregoing, (x) no Person shall
become an "Acquiring Person" as the result of an acquisition of
Common Stock by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the shares
of Common Stock of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of
15% or more of the shares of Common Stock of the Company then
outstanding as a result of an acquisition of Common Stock by the
Company and shall, following written notice from, or public
disclosure by the Company of such share purchases by the Company
become the Beneficial Owner of any additional Common Stock of
the Company and shall then beneficially own 15% or more of the
shares of Common Stock then outstanding, then such Person shall
be deemed to be an "Acquiring Person" and (y) if the Board
determines in good faith that a person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently,
and such Person divests as promptly as practicable (as
determined in good faith by the Board of Directors), but in any
event within 15 Business Days, following receipt
of written notice from the Company of such event, of Beneficial
Ownership of a sufficient number of shares of Common Stock so
that such Person would no longer be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph
(a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement unless and until such
Person shall again become an "Acquiring Person.""
2. Effect on the Agreement. Except as expressly amended by this
Amendment, the Agreement shall remain in full force and effect.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New Jersey.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
5. Effective Date. This Amendment shall be effective immediately upon
execution by the Company and the Agent.
* * * * * *
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
DSET CORPORATION
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
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