EX-4.1






FIRST AMENDMENT TO THE

RIGHTS AGREEMENT




FIRST AMENDMENT TO THE RIGHTS AGREEMENT, dated as of March 8, 2010 (this “Amendment”),
by and between InterDigital, Inc., a Pennsylvania corporation (the “Company”), and American
Stock Transfer and Trust Company, LLC, a New York limited liability trust company (the “Rights
Agent”).



RECITALS




WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated
as of July 2, 2007 (the “Rights Agreement”);



WHEREAS, pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the
Company may amend any provision of the Rights Agreement without the approval of the holders of
shares of the Company’s common stock, par value $0.01 per share, provided that no amendment may be
made that changes the Expiration Date set forth in the Rights Agreement unless a majority of the
Independent Directors have approved such amendment;



WHEREAS, pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the
Rights Agent shall, if the Company so directs, amend any provision of the Rights Agreement without
the approval of the holders of shares of the Company’s common stock, par value $0.01 per share,
provided that no amendment may be made that changes the Expiration Date set forth in the Rights
Agreement unless a majority of the Independent Directors have approved such amendment and have
delivered a certificate to the Rights Agent that states that the proposed amendment is in
compliance with the terms of Section 26 of the Rights Agreement (a “Compliance
Certificate”);



WHEREAS, the definition of “Expiration Date” set forth in the Rights Agreement includes the
defined term “Final Expiration Date”;



WHEREAS, the Distribution Date has not yet occurred;



WHEREAS, a majority of the Independent Directors have approved this Amendment and have
delivered a Compliance Certificate to the Rights Agent; and



WHEREAS, the Company desires to amend the Rights Agreement to advance its expiration date as
set forth in this Amendment, thereby terminating the Rights Agreement.



AGREEMENT




NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Company and the Rights Agent agree as
follows:



1. Defined Terms. All capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to such terms in the Rights Agreement.



2. Amendment of Rights Agreement. Clause (i) of Section 7(a) of the Rights Agreement
is hereby amended and restated to read in its entirety as follows:




"(i) the Close of Business on March 9, 2010 (the “Final Expiration Date”),
and”



3. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Pennsylvania applicable to contracts executed in and to be
performed entirely in such Commonwealth.



4. Counterparts. This Amendment may be executed (including by facsimile) in one or
more counterparts and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together shall constitute one
and the same instrument.



5. Entire Agreement. This Amendment and the Rights Agreement set forth the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof and
supersede all prior agreements, arrangements and understandings among the parties relating to the
subject matter hereof.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



INTERDIGITAL, INC.



By: /s/ William J. Merritt

William J. Merritt

President and Chief Executive Officer




AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC



By: /s/ Herbert J. Lemmer

Herbert J. Lemmer

Vice President