0001193125-06-041414 Sample Contracts

TRANSWITCH CORPORATION Shares of Common Stock, $0.001 par value per share PLACEMENT AGENCY AGREEMENT

Placement Agency Agreement • February 28th, 2006 • Transwitch Corp /De • Semiconductors & related devices • New York

• Contract Type
  Placement Agency Agreement
• Filed
  February 28th, 2006
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Rights Agreement • February 28th, 2006 • Transwitch Corp /De • Semiconductors & related devices • Delaware

• Contract Type
  Rights Agreement
• Filed
  February 28th, 2006
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

AMENDMENT NO. 1, dated as of February 24, 2006 (this “Amendment”), to the RIGHTS AGREEMENT, dated as of October 1, 2001 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.

ESCROW AGREEMENT

Escrow Agreement • February 28th, 2006 • Transwitch Corp /De • Semiconductors & related devices • Massachusetts

• Contract Type
  Escrow Agreement
• Filed
  February 28th, 2006
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Massachusetts

This Escrow Agreement (the “Agreement”) dated as of February 24, 2006, is by and between TranSwitch Corporation, a Delaware corporation (the “Company”), Thomas Weisel Partners LLC and Pacific Growth Equities, LLC (together, the “Advisors”) and U.S. Bank National Association, a national bank, as escrow agent (the “Escrow Agent”). The Company and the Advisors are sometimes referred to herein, together, as the “Interested Parties”.