Unassociated Document


    Exhibit
4.15

     

    250
Royall Street, Suite V

    Canton MA
02021

    Information
Agent:

    Georgeson

    Telephone
(888) 867-6856

     

     

    

    


     

    
      	
              MR
      A SAMPLE

              DESIGNATION
      (IF ANY)

              ADD
      1

              ADD
      2

              ADD
      3

              ADD
      4

              ADD
      5

              ADD
      6

            	
              Account:

            
	 	
              Subscription
      Rights:

            


    

     

     

    TRANSWITCH
CORPORATION RIGHTS OFFERING

     

    THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner
of the number of transferrable subscription rights (“Subscription Rights”) set
forth above, each of which gives the owner a basic subscription right that
entitles the owner to subscribe for and purchase 0.20 shares of common
stock, par value $0.001 per share, of TranSwitch Corporation, a Delaware
corporation, on the terms and subject to the conditions set forth in the
Prospectus. If all of such basic subscription rights are exercised, such owner
will be entitled to exercise an over-subscription privilege, subject to the
limitations described in the Prospectus. The Subscription Rights represented by
this Subscription Rights Certificate may be exercised by duly completing
Section 1 on the reverse side hereof and by returning the full payment of
the subscription price for each share of common stock as described on the
reverse side hereof. Special delivery instructions may be specified by
completing Section 2 on the reverse side hereof. The Subscription Rights
represented by this Subscription Rights Certificate may be transferred by duly
completing Section 3 herein. THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS
SUBSCRIPTION RIGHTS CERTIFICATE MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE
HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE BY THE
REGISTERED OWNER AS NOTED ABOVE. This certificate is governed by the laws of the
State of Delaware.

    


    THE
SUBSCRIPTION RIGHTS ARE TRANSFERABLE

    


    The
Subscription Rights are transferable however they  will not be listed
on the Nasdaq Stock Market or any other securities exchange or quoted on any
automated quotation system.

    


    METHOD OF EXERCISE OF SUBSCRIPTION
RIGHTS IN ORDER TO EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MUST PROPERLY COMPLETE
AND SIGN THIS SUBSCRIPTION CERTIFICATE ON THE BACK AND RETURN IT TO THE
SUBSCRIPTION AGENT, COMPUTERSHARE TRUST COMPANY, N.A., TOGETHER WITH PAYMENT IN
FULL FOR AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE MULTIPLIED BY THE TOTAL
NUMBER OF SHARES OF COMMON STOCK SUBSCRIBED FOR. TO BE TIMELY, THE SUBSCRIPTION AGENT MUST RECEIVE
THE PROPERLY COMPLETED AND EXERCISED FORM AND PAYMENT IN FULL FOR THE SHARES OF
COMMON STOCK SUBSCRIBED FOR AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE. Full payment for the
shares of Common Stock subscribed for pursuant to the Subscription Rights must
be payable in U.S. dollars by check or bank draft drawn upon a U.S. bank or
postal, telegraphic or express money order payable to Computershare Trust
Company, N.A. (acting as subscription agent for TranSwitch Corporation).
Delivery to an address other than one of the addresses listed will not
constitute valid delivery.  For a complete description of the
terms and conditions of the Rights Offering, please refer to the Prospectus.
Copies of the Prospectus are available upon request from Georgeson Inc.,
the information agent (Shareholders:
(888) 867-6856; Banks and Brokers: (212) 440-9800). 

     

    
      	
              Holder
      ID

            	 	
              COY

            	 	
              Class

            	 	
              Rights Qty
      Issued

            	 	
              Rights Cert
      #

            


    

     

    
      
        
          	  Signature
      of Owner and U.S. Person for Tax Certification  	  Signature
      of Co-Owner (if more than one registered holder
      listed)  	Date
      (mm/dd/yyyy)
	 	 	 
	
                   
      

                     

                	 
      	 
      


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

    DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

     

    
      	
              By
      mail:

            	 	
              By
      overnight courier:

            
	 	 	 
	
              Computershare
      Trust Company, N.A.

              Attn:
      Corporate Actions Voluntary Offer

              P.O.
      Box 43011

              Providence,
      RI 02940-3011

            	
                

            	
              Computershare
      Trust Company, N.A.

              Attn:
      Corporate Actions Voluntary Offer

              250
      Royall Street, Suite V

              Canton,
      MA 02021

            


    

     

    Delivery
of this Subscription Rights Certificate to an address other than as set forth
above does not constitute valid delivery.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  SECTION 1

                                                	
                                                  SECTION 2

                                                
	 
      	 
      
	
                                                  EXERCISE: The undersigned hereby irrevocably exercises one or more

                                                	
                                                  SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR

                                                
	
                                                  Subscription Rights to subscribe for shares of Common Stock as indicated

                                                	
                                                  SUBSCRIPTION RIGHTS HOLDERS.

                                                
	
                                                  below, on the terms and subject to the conditions specified in the Prospectus.

                                                	 
      
	 
      	
                                                  If this Section 2 is left blank, shares will be issued to you as record holder of

                                                
	
                                                  Basic Subscription Rights

                                                	
                                                  the Subscription Rights and delivered to your registered address.

                                                
	 
      	 
      
	
                                                  I exercise                                      rights x                    =                                      

                                                	
                                                  (a) To be completed ONLY if the certificate representing the Common Stock

                                                
	
                                                   
      (no. of your rights)                       (ratio)        
         (total no. of shares)

                                                	
                                                  is to be issued in a name other than that of the registered holder. DO NOT

                                                
	 
      	
                                                  FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)

                                                
	
                                                  Therefore, I apply for:

                                                	
                                                  SECTION BELOW.

                                                
	 
      	 
      
	
                                                                                      x $                                      = $                                

                                                	
                                                  ISSUE COMMON STOCK TO:

                                                
	
                                                  (no. of new shares)     
           
       (subscription price)      
          (amount enclosed)

                                                	 
      
	 
      	 
      
	 
      	 
      	 
      
	
                                                  Over-Subscription Privilege

                                                	
                                                  (Please Print Name)

                                                
	 
      	 
      
	
                                                  If you exercise all of your Basic Subscription Rights and wish to subscribe for

                                                	 
      
	
                                                  additional shares up to the total number of unsubscribed shares, you may

                                                	 
      
	
                                                  exercise your Over-Subscription Privilege.

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  (Print Full Address)

                                                
	 
      	 
      
	
                                                  I apply for:

                                                	 
      	 
      
	 
      	
                                                  (Taxpayer ID # or Social Security #)

                                                
	 
      	 
      
	
                                                                                              x $                                          = $                      
                     

                                                	
                                                  (b) To be completed ONLY if the certificate representing the Common Stock

                                                
	
                                                  (no. of oversubscription        
          
         (subscription price)  
               
      (add. amt. enclosed)

                                                	
                                                  is to be sent to an address other than that shown on the front of this

                                                
	
                                                  shares applied for)

                                                	
                                                  Subscription Rights Certificate. DO NOT FORGET TO COMPLETE THE

                                                
	 
      	
                                                  GUARANTEE OF SIGNATURE(S) SECTION BELOW.

                                                
	
                                                  Total Amount Enclosed:

                                                	 
      
	 
      	 
      
	
                                                  $

                                                	 
      	 
      	 
      
	
                                                  (sum of basic plus over-subscription amounts)

                                                	 
      	 
      
	 
      	
                                                  (Please Print Name)

                                                
	 
      	 
      
	
                                                  TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this

                                                	 
      	 
      
	
                                                  offering and I hereby irrevocably subscribe for the number of shares indicated

                                                	
                                                  (Print Full Address)

                                                
	
                                                  above on the terms and conditions specified in the Prospectus. I acknowledge

                                                	 
      
	
                                                  and agree that the Company may accept or reject my subscription at any time.

                                                	 
      
	 
      	 
      	 
      
	 
      	
                                                  (Taxpayer ID # or Social Security #)

                                                
	 
      	 
      
	
                                                  Signature(s) of Subscriber(s):

                                                	 
      
	 
      	 
      
	 
      	 
      	
                                                  GUARANTEE
      OF SIGNATURE(S):

                                                
	
                                                  THE
      SIGNATURE(S) MUST CORRESPOND IN EVERY

                                                	 
      
	
                                                  PARTICULAR,
      WITHOUT ALTERATION, WITH THE

                                                	
                                                  YOU
      MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU

                                                
	
                                                  NAME(S)
      AS PRINTED ON THIS SUBSCRIPTION RIGHTS

                                                	
                                                  WISH
      TO HAVE YOUR SHARES DELIVERED TO AN ADDRESS

                                                
	
                                                  CERTIFICATE.

                                                	
                                                  OTHER
      THAN YOUR OWN OR TO A SHAREHOLDER OTHER

                                                
	 
      	
                                                  THAN
      THE REGISTERED HOLDER.

                                                
	 
      	 
      
	
                                                  If
      signature is by trustee(s), executor(s), administrator(s),
      guardian(s),

                                                	
                                                  Your
      signature must be guaranteed by an Eligible Guarantor Institution,
      as

                                                
	
                                                  attorney(s)-in-fact,
      agent(s), officer(s) of a corporation or another acting in
    a

                                                	
                                                  defined
      in Rule 17Ad-15 of the Securities Exchange Act of 1934, as
      amended.

                                                
	
                                                  fiduciary
      or representative capacity, please provide the following
      information

                                                	
                                                  These
      generally include (a) a commercial bank or trust company, (b) a
      member

                                                
	
                                                  (please
      print).

                                                	
                                                  firm
      of a domestic stock exchange, or (c) a credit
  union.

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Name(s):

                            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              (Name
      of Bank or Firm)

                            
	 
      	 
      	 
      
	
                              Capacity
      (Full Title):

                            	 
      	 
      	 
      	
                              By:

                            	 
      	 
      
	 
      	 
      	
                              (Signature
      of Officer)

                            
	
                              Taxpayer
      ID # or Social Security #:

                            	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      

       

      FULL
PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM

       

      SECTION
3 - ASSIGNMENT:

       

      FOR VALUE
RECEIVED, I hereby sell, assign, and transfer to

       

      
        
          
            
              	 
      	 
      	 
      
	
                      (Name
      of Assignee)

                    	 
      	
                      (SSN
      or EIN of Assignee)

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      (Address
      of Assignee)

                    
	 
      	 
      	 
      


            

          

        

      

       

                                               Rights
to Purchase Common Stock of the Company represented by this Subscription Rights
Certificate, and do hereby irrevocably constitute and appoint the Assignee(s) as
Attorney(s) to transfer those Rights on the books of the Company with full power
of substitution.

      
        
          
            	 
      	 
      	 
      
	
                    Signature(s):

                  
	 
	 
      	 
      	 
      
	 
      


          

        

      

       

      IMPORTANT:
The signature(s) must correspond with the name(s) as printed on the reverse of
this Subscription Rights Certificate in every particular, without alteration or
enlargement, or any other change whatsoever.