0001144204-10-021302 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • April 20th, 2010 • Transwitch Corp /De • Semiconductors & related devices • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of April __, 2010 by and among TranSwitch Corporation (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form S-1, File No. 333-166022 filed by the Company with the Securities and Exchange Commission on April 13, 2010, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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