Unassociated Document


    Exhibit
4.03

    


    AMENDMENT
NO. 2 TO RIGHTS AGREEMENT

    


    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.

    


    WITNESSETH:

    


    WHEREAS, on October 1, 2001, the
Company adopted and executed the Rights Agreement, which was subsequently
amended;

    


    WHEREAS, pursuant to Section 27 of
the Rights Agreement, the Company may cause the Rights Agreement to be amended
at any time prior to such time as any Person becomes an Acquiring Person without
the approval of any holders of certificates representing Rights;

    


    WHEREAS, as of the date of this
Amendment, no Person has become an Acquiring Person;

    


    WHEREAS, on April 1, 2010, the Board
of Directors of the Company authorized and approved a rights offering to raise
funds by issuing a dividend of subscription rights (the “Subscription Rights”)
to all of the Company’s stockholders (including any permitted transferees of
such Subscription Rights, the “Stockholders”) as of a record date to be
determined, which was subsequently determined to be April 29, 2010 by the
Special Committee of the Board of Directors as constituted on April 1, 2010 (the
“Special Committee”), to exercise the Subscription Rights at a price, which was
determined by the Special Committee to be $2.40 per share of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) (the “Subscription
Rights Offering”);

    


    WHEREAS, the issuance of the
Subscription Rights pursuant to the Subscription Rights Offering may render
certain of the Stockholders an “Acquiring Person” under the Rights
Agreement;

    


    WHEREAS, in anticipation of and in
connection with the Subscription Rights Offering, the parties hereto desire to
amend the Rights Agreement for the express purpose of rendering the Rights
Agreement inapplicable to the Stockholders as a result of the issuance of
Subscription Rights in the Subscription Rights Offering; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    WHEREAS, for avoidance of doubt, the
parties hereto are expressly not amending the Rights Agreement to render the
Rights Agreement inapplicable to the issuance of the Common Stock upon the
exercise of the Subscription Rights;

    


    NOW, THEREFORE, in consideration of
these premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

    


    1. Notwithstanding anything to the
contrary in the Rights Agreement, the Rights Agreement shall not apply to, and
none of the Stockholders will become an Acquiring Person upon, and no
Distribution Date or Shares Acquisition will occur as a result of, (i) the
approval, execution, delivery, or issuance of the Subscription Rights, or any
other document or instrument contemplated by the Subscription Rights Offering;
or (ii) the announcement or consummation of the Subscription Rights
Offering.

    


    2. The first sentence of the
definition of “Acquiring Person” set forth in Section 1 is hereby amended and
restated in its entirety as follows:

    


    “Acquiring Person”
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding but shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, (iv) any entity holding Common Shares
for or pursuant to the terms of any such employee benefit plan, (v) any 2006
Special Exempt Person (as such term is hereinafter defined), or (vi) any Rights
Offering Offerees (as such term is hereinafter defined).

    


    3. A new definition is hereby added
to Section 1, which new definition shall read in its entirety as
follows:

    


    “Rights Offering
Offerees” shall mean the holders of Common Stock of the Company, who may
as a result of a certain rights offering to be conducted by the Company
commencing on or about May 3, 2010, receive a dividend of subscription rights
(the “Subscription Rights”), and any permitted transferees of such Subscription
Rights.

     

    4.
Section 2 is hereby amended by deleting “and the holders of the Rights (who, in
accordance with Section 3 hereof, shall prior to the Distribution Date also be
the holders of the Common Shares)”.

    
 

    5. Section
21 is hereby amended and supplemented:

     

    (a)           by
adding the following language “in the event that the Rights Agent or one of its
Affiliates is not also the transfer agent for the Company,” immediately before
the word “to” and after the word “and” in the first sentence
thereof;


    
      
         


      

      
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    (b)           by
deleting “, and to the holders of the Right Certificates by first-class mail” in
the first sentence thereof;

     

    (c)           by
inserting the words “or entity” immediately before the word “organized” and
after the word “corporation” in the sixth sentence thereof; and

     

    (d)           by
replacing “$100 million” with “$50 million” and inserting “individually or
combined with an Affiliate” immediately thereafter in the sixth sentence
thereof.

     

    6.
Section 26 is hereby amended and supplemented:

     

    (a)           by
adding the following language “overnight delivery service or” in both the first
and second sentences immediately before “”first-class” and after
“by”

     

    (b)           by
deleting:

     

    “Testa,
Hurwitz & Thibeault, LLP

    125 High
Street

    Boston,
Massachusetts  02110

    


    Attention:  Timothy
C. Maguire, Esq.”

    


    and
replacing it with the following:

    


    “Brown
Rudnick LLP

    One
Financial Center

    Boston,
MA  02111

    


    Attention:  Jessica
H. Collins, Esq.”

     

    (c)           by
deleting “Attention: General Counsel” after

    


    “Computershare
Trust Company, N.A.

    250 Royall Street

    Canton, MA 02021”

    


    and
replacing it with the following:

     

    “Attention:  Client
Services”.

     

    8.  Section
27 is hereby amended and supplemented by adding the following sentence at the
end thereof:


    
      
         


      

      
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    “The
Rights Agent will duly execute and deliver any supplement or amendment hereto
requested by the Company, provided that such supplement or amendment does not
adversely affect the rights, duties or obligations of the Rights Agent under
this Agreement.”

    


    9.
Section 32 is hereby amended and supplemented by adding the following sentence
at the end thereof:

    


    “A
signature to this Agreement transmitted electronically shall have the same
authority, effect and enforceability as an original signature.”

    


    10. Except as amended hereby, the
Rights Agreement shall continue in full force and effect.

    


    11. The laws of the State of Delaware
shall govern the interpretation, validity and performance of the terms of this
Amendment, regardless of the law that might be applied under principles of
conflicts of laws.

    


    12. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an original but all of
which, when taken together, shall constitute one and the same
instrument.  A signature to this Amendment transmitted electronically
shall have the same authority, effect and enforceability as an original
signature.

    


    [Remainder
of Page Intentionally Left Blank]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the
Rights Agreement to be duly executed and attested, all as of the day and year
first above written.

    


    
      
        	
                TRANSWITCH
      CORPORATION

              
	 
      	 
      
	
                By:

              	
                /s/ Robert A. Bosi

              
	
                Name: 

              	
                Robert
      A. Bosi

              
	
                Title:

              	
                Vice
      President and Chief Financial Officer

              
	 
      	 
      
	
                Attest:

              	/s/
      Matthew Gage
	Name:	Matthew
      Gage
	 
      	 
      
	
                COMPUTERSHARE
      TRUST COMPANY,  N.A.

              
	 
      	 
      
	
                By:

              	
                /s/ Dennis V. Moccia

              
	
                Name: 

              	
                Dennis
      V. Moccia

              
	
                Title:

              	
                Manager,
      Contract Administration

              
	 
      	 
      
	
                Attest: 

              	
                /s/ Jeff Seiders

              
	
                Name:

              	
                Jeff
      Seiders

              
	
                Title:

              	
                Relationship
      Manager

              


      

    

     

    
      
         


      

      
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