Exhibit 99.2
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of October 30, 2001 (this "AMENDMENT"), to the
RIGHTS AGREEMENT, dated as of September 12, 2000, as amended, between
NETSILICON, INC., a Massachusetts corporation (the "COMPANY"), and AMERICAN
STOCK TRANSFER AND TRUST COMPANY, as Rights Agent (the "RIGHTS AGREEMENT"). All
terms not otherwise defined herein shall have the meanings given such terms in
the Rights Agreement.
W I T N E S S E T H:
WHEREAS, on September 12, 2000, the Board of Directors of the Company (the
"BOARD") authorized and declared a dividend distribution with respect to each
share of Common Stock of the Company (the "COMMON STOCK") outstanding as of the
close of business on September 23, 2000 constituting the right to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock of
the Company, as reflected in the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
cause the Rights Agreement to be amended at any time prior to such time as any
Person becomes an Acquiring Person (as defined in the Rights Agreement) without
the approval of any holders of Rights Certificates; and
WHEREAS, on October 24, 2001, the Board authorized and approved the
amendment of the Rights Agreement in anticipation of and in connection with
approving the merger of the Company (the "MERGER") pursuant to an Agreement and
Plan of Merger (the "MERGER AGREEMENT") among the Company, Digi International
Inc. (the "PURCHASER") and Dove Sub Inc., a wholly-owned subsidiary of Purchaser
("MERGER SUB").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Notwithstanding anything to the contrary in the Rights Agreement, none
of Purchaser, Merger Sub, nor any Affiliate or Associate of any such parties,
will become an "Acquiring Person" and no "Shares Acquisition Date,"
"Distribution Date" or "Section 11(a)(ii) Trigger Date" (as such terms are
defined in the Rights Agreement) will occur, solely as a result of (i) the
approval, execution, delivery or performance of the Merger Agreement or the
consummation of the Merger pursuant thereto, (ii) the announcement of the
Merger, or (iii) the purchase of shares of Common Stock of the Company by
Purchaser or Merger Sub pursuant to or otherwise arising from or relating to any
of the
foregoing, and no shares of Common Stock shall be deemed to be Beneficially
Owned under the Rights Agreement by any such persons as a result of the
foregoing.
2. All outstanding Rights issued and outstanding under the Rights
Agreement will expire immediately prior to the Effective Time (as defined in the
Merger Agreement) and, notwithstanding anything in the Rights Agreement to the
contrary, the Rights Agreement shall terminate and have no further force and
effect at the Effective Time.
3. Purchaser and Merger Sub are third party beneficiaries of this
Amendment and the terms of this Amendment shall not be withdrawn, amended or
otherwise modified without their written consent.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
the Rights Agreement to be duly executed and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first above
written.
NETSILICON, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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