0001144204-10-023703 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • April 30th, 2010 • Transwitch Corp /De • Semiconductors & related devices • Delaware

AMENDMENT NO. 2, dated as of April 30, 2010 (this “Amendment”), to the RIGHTS AGREEMENT, dated as of October 1, 2001 and as amended on February 24, 2006, between TRANSWITCH CORPORATION, a Delaware corporation (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A. (formerly known as Equiserve Trust Company, N.A) as Rights Agent (the “Rights Agreement”). All terms not otherwise defined herein shall have the meanings given such terms in the Rights Agreement. Unless otherwise specified herein, all section references made herein are references to sections in the Rights Agreement.

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