EXHIBIT 2
Form of Legend:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between
InterDigital Communications Corporation (the "Company") and American
Stock Transfer and Trust Company (the "Rights Agent") dated as of
December 31, 1996 (the "Rights Agreement), the terms of which are
hereby incorporated herein by reference and a copy of which is on file
at the principal office of the stock transfer administration office of
the Rights Agent. Under certain circumstances; as set forth in the
Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The
Company will mail to the holder of this certificate a copy of the
Rights Agreement, as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by
any subsequent holder, may become null and void."
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