0001193125-07-151102 Sample Contracts

DUE SEPTEMBER 30, 2010 REGISTRATION RIGHTS AGREEMENT Dated as of July 6, 2007 by and among TRANSWITCH CORPORATION, as the Company and EACH OF THE INITIAL PURCHASERS PARTY HERETO, as Initial Purchasers
Registration Rights Agreement • July 6th, 2007 • Transwitch Corp /De • Semiconductors & related devices • New York

This Registration Rights Agreement is made and entered into as of July 6, 2007 by and among TranSwitch Corporation, a Delaware corporation (the “Company”) and each of the initial purchasers of the Company’s 5.45% Convertible Notes due September 30, 2010 (the “Notes”) named on Schedule I hereto (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”).

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5.45% Convertible Notes due 2010
Transwitch Corp /De • July 6th, 2007 • Semiconductors & related devices • New York

INDENTURE, dated as of July 6, 2007, 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”).

EXCHANGE AND PURCHASE AGREEMENT
Exchange and Purchase Agreement • July 6th, 2007 • Transwitch Corp /De • Semiconductors & related devices

This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of this 29th day of June, 2007, by and between (the “Holder”), and TranSwitch Corporation, a Delaware corporation (the “Company”).

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