0001193125-07-022793 Sample Contracts

ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 5, 2006 BY AND AMONG TRANSWITCH CORPORATION TRANSWITCH (ISRAEL) LTD. AND DATA – JCE LTD.

Asset Purchase Agreement • February 8th, 2007 • Transwitch Corp /De • Semiconductors & related devices

• Contract Type
  Asset Purchase Agreement
• Filed
  February 8th, 2007
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices

This Asset Purchase Agreement, dated as of December 5, 2006 (this “Agreement”), is entered into by and among TranSwitch Corporation, a Delaware corporation (“Parent”), TranSwitch (Israel) Ltd., an Israeli corporation and a wholly owned subsidiary of Parent (“Buyer”) and Data – JCE Ltd. an Israeli corporation (“Seller”).

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 8th, 2007 • Transwitch Corp /De • Semiconductors & related devices • Connecticut

• Contract Type
  Registration Rights Agreement
• Filed
  February 8th, 2007
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Connecticut

THIS AGREEMENT (the “Agreement”) made and entered into in Boston, Massachusetts, dated as of January 11, 2007 among TranSwitch Corporation, a Delaware corporation (the “Company”) and Data - JCE Ltd., an Israeli corporation (“DJCE” or the “Shareholder”).

ESCROW AGREEMENT

Escrow Agreement • February 8th, 2007 • Transwitch Corp /De • Semiconductors & related devices • Massachusetts

• Contract Type
  Escrow Agreement
• Filed
  February 8th, 2007
• Company
  Transwitch Corp /De
• Industry
  Semiconductors & related devices
• Jurisdiction
  Massachusetts

This Escrow Agreement (this “Escrow Agreement”) is made and entered into as of January 11, 2007 (the “Effective Time”) by and among TranSwitch Corporation, a Delaware corporation (“Parent”); Data - JCE Ltd., an Israeli company (“DJCE” and sometimes referred to as “Holder”); and U.S. Bank National Association, as escrow agent of the Escrow Shares (as defined below) (the “Escrow Agent”).