Exhibit 4.4.1


 


ACTIVIDENTITY CORPORATION


 


AMENDMENT NO. 1 TO


 


STOCKHOLDER RIGHTS AGREEMENT


 


THIS AMENDMENT NO. 1 (this “Amendment”), dated as of October 11,
2010, is made by and between ACTIVIDENTITY
CORPORATION., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC,  a
New York limited liability trust company  (the
“Rights Agent”) to amend the Stockholder Rights Agreement, dated as of July 25,
2008, by and between the Company and the Rights Agent (the “Rights Agreement”).
 Capitalized terms used in this Amendment
but not defined herein shall have the meaning assigned to them in the Rights
Agreement.


 


RECITALS


 


WHEREAS, Section 27 of the
Rights Agreement provides that, in certain circumstances, the Company may
supplement or amend the Rights Agreement without the approval of any holders of
Rights;


 


WHEREAS, the Company desires to
modify the terms of the Rights Agreement in certain respects as set forth
herein, and in connection therewith, is entering into this Amendment and directing
the Rights Agent to enter into this Amendment.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and conditions set forth below, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Amendment hereby agree as follows:


 


AMENDMENT


 


1.                                       Amendment of
the Rights Agreement.


 


1.1           Section 1
of the Rights Agreement is hereby amended by adding the following new sentence
to the definition of “Acquiring Person”:


 


“Notwithstanding the foregoing, neither Assa Abloy
Inc. nor any of its Affiliates or Associates shall be deemed to be an Acquiring
Person and neither a Shares Acquisition Date nor a Distribution Date shall be
deemed to occur and the Rights will not separate from the Common Shares, in
each case, solely by reason of the execution, delivery, performance or
consummation of the transactions contemplated pursuant to the Agreement and
Plan of Merger, dated as of October 11, 2010, by and among the Company,
Assa Abloy Inc., and FitAcquisition, Inc. (including any amendment or
supplement thereto, the “Merger Agreement”).”


 


2.             No Other Amendment.  Except as modified by this Amendment, the
Rights Agreement shall remain in full force and effect without any
modification.  By executing this
Amendment below, the Company certifies that this Amendment has been executed
and delivered in compliance with the terms of Section 27 of the Rights
Agreement and is consistent with the


 

















 


terms
thereof.  This Amendment shall be deemed
an amendment to the Rights Agreement and shall become effective when executed
and delivered by the Company and the Rights Agent as provided under
Section 27 of the Rights Agreement. 
Each of Assa Abloy Inc. and FitAcquisition, Inc. shall be an
express third party beneficiary hereof.


 


3.             Effect of Amendment.  This Amendment shall be deemed to be in force
and effect immediately prior to the execution of the Merger Agreement; provided,
however, that this Amendment shall automatically terminate (if at all)
and be of no further force or effect on the date on which the Merger Agreement
is terminated in accordance with its terms. 
Except as and to the extent expressly modified by this Amendment, the
Rights Agreement and the exhibits thereto, shall remain in full force and effect
in all respects.  In the event of a
conflict or inconsistency between this Amendment and the Rights Agreement and
the exhibits thereto, the provisions of this Amendment shall govern.


 


4.             Force Majeure.  Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply,
breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or
civil unrest.


 


5.             Counterparts.  This Amendment may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.


 


6.             Miscellaneous.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such
state.  If any term or other provision of
the Amendment is determined to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other terms and
provisions of this Amendment shall nonetheless remain in full force and effect
and upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, this Amendment and such term or other
provision shall be deemed to have been amended so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the
board of directors of the Company.


 


[Remainder of Page Left Blank Intentionally]


 

















 


The
parties hereto have caused this Amendment to be executed and delivered as of
the day and year first written above.


 


 


	
  AMERICAN STOCK TRANSFER & TRUST COMPANY LLC

  	
   

  	
  ACTIVIDENTITY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Herbert J. Lemmer

  	
   

  	
  By:

  	
  /s/
  Jacques D. Kerrest

  
	
  Name:

  	
  Herbert
  J. Lemmer

  	
   

  	
  Name:

  	
  Jacques
  D. Kerrest

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  CFO

  



 


[SIGNATURE PAGE TO AMENDMENT
TO RIGHTS AGREEMENT]