0001144204-09-054662 Sample Contracts

EXCHANGE AGREEMENT

Exchange Agreement • October 26th, 2009 • Transwitch Corp /De • Semiconductors & related devices

• Contract Type
  Exchange Agreement
• Filed
  October 26th, 2009
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices

This Exchange Agreement (this “Agreement”) is made and entered into as of this 20th day of October, 2009 by and among QVT Fund LP (“QVT”) and Quintessence Fund LP (“Quintessence,” each of QVT and Quintessence, a “Holder” and together, the “Holders”), and TranSwitch Corporation, a Delaware corporation (the “Company”).

TRANSWITCH CORPORATION And U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE __________________________ Dated as of October 26, 2009 __________________________ 5.45% Convertible Notes due 2011

Indenture • October 26th, 2009 • Transwitch Corp /De • Semiconductors & related devices • New York

• Contract Type
  Indenture
• Filed
  October 26th, 2009
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

INDENTURE, dated as of October 26, 2009 (the “Issuance Date”), between TRANSWITCH CORPORATION, a Delaware corporation (the “Company”), having its principal office at Three Enterprise Drive, Shelton, Connecticut 06484 and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”).