THE ISSUER HAS FILED A REGISTRATION
STATEMENT (INCLUDING A PROSPECTUS) WITH THE COMMISSION FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST,
YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENT THE ISSUER HAS FILED WITH THE COMMISSION FOR MORE
COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR OR THE COMMISSION'S
WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND
YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING THE ISSUER.


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this "Agreement") is dated as of May 8, 2012, between TranSwitch Corporation, a Delaware corporation (the
"Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a "Purchaser" and collectively the "Purchasers").


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1          
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:


 


"Accountants"
shall have the meaning assigned to such term in Section 3.1(o).


 


"Acquiring
Person" shall have the meaning assigned to such term in Section 4.5.


 


"Actions"
shall have the meaning assigned to such term in Section 3.1(p).


 


"Affiliate"
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


"Board
of Directors" means the board of directors of the Company.


 






    	 



    	 



    
 


"Business
Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


"Closing"
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


"Closing
Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's
obligations to deliver the Securities, in each case, have been satisfied or waived.


 


"Code”
shall have the meaning assigned to such term in Section 3.1(ff).


 


"Commission"
means the United States Securities and Exchange Commission.


 


"Common
Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


"Common
Stock Equivalents" means any securities of the Company which would entitle the holder thereof to acquire at any time Common
Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


"Company
Counsel" means Pierce Atwood LLP, with offices located at 100 Summer Street, Suite 2250, Boston, MA 02111.


 


"Environmental
Laws” shall have the meaning assigned to such term in Section 3.1(x).


 


"ERISA"
shall have the meaning assigned to such term in Section 3.1(ff).


 


"Exchange"
means the Nasdaq Capital Market.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 



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"Federal
Reserve Board" shall have the meaning assigned to such term in Section 3.1(gg).


 


"Intellectual
Property " shall have the meaning assigned to such term in Section 3.1(w).


 


"Investment
Company Act" shall have the meaning assigned to such term in Section 3.1(cc).


 


"Issuer
Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 under the Securities
Act ("Rule 433"), relating to the Securities in the form filed or required to be filed with the Commission or, if not
required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Securities Act.


 


"Material
Adverse Effect" shall have the meaning assigned to such term in Section 3.1(f).


 


"Money
Laundering Laws" shall have the meaning assigned to such term in Section 3.1(dd).


 


"Off
Balance Sheet Transaction" shall have the meaning assigned to such term in Section 3.1(ee).


 


"Per
Share Purchase Price" equals the greater of $2.07, or the price that will be the consolidated closing bid price on May
10, 2012, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.


 


"Permits"
shall have the meaning assigned to such term in Section 3.1(q).


 


"Person"
shall have the meaning assigned to such term in Section 3.1(n).


 



    	3



    	 



    
 


"Prospectus"
means the final prospectus filed for the Registration Statement (including all documents incorporated therein by reference, and
as such Prospectus may be supplemented by the Prospectus Supplement). Any reference herein to the Registration Statement (as defined
below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated
by reference therein which were filed under the Exchange Act on or before the date of this Agreement, and any reference herein
to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement
or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the filing after the execution
hereof of any document under the Exchange Act deemed to be incorporated by reference therein (the “Incorporated Documents”).


 


"Prospectus
Supplement" means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the
Commission and delivered by the Company to each Purchaser at the Closing.


 


"Purchaser
Party" shall have the meaning ascribed to such term in Section 4.8.


 


"Registration
Statement" means the effective registration statement with Commission file No. 333-162609 which registers the sale of the
Shares to the Purchasers.


 


"Rule
144" means Rule 144 promulgated by the Commission pursuant
to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.


 


"Rule
424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


"Sarbanes
Oxley Act” shall have the meaning assigned to such term in Section 3.1(o).


 


"SEC
Reports" means all reports, schedules, forms, statements and other documents required to be filed by the Company under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15( d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation to file such material) (including the exhibits
thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement).


 


"Securities"
means the Shares.


 


"Securities
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 



    	4



    	 



    
 


"Shares"
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


"Short
Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


"Subscription
Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount," in United States
dollars and in immediately available funds.


 


"Trading
Day" means a day on which the Exchange is open for trading.


 


"Transaction
Documents" means this Agreement, and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1          Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, up to an aggregate of $333,580 of Shares. Each Purchaser shall deliver to the Company, via wire transfer
of immediately available funds equal to such Purchaser's Subscription Amount as set forth on the signature page hereto executed
by such Purchaser and the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or
such other location as the parties shall mutually agree.


 


2.2          Deliveries.


 


(a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)          this
Agreement duly executed by the Company;


 


(ii)          a
legal opinion of Company Counsel, substantially in the form of Exhibit A attached hereto;


 



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(iii)          a
copy of the irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, via the Depository
Trust Company Deposit Withdrawal Agent Commission System ("DWAC") or otherwise, Shares equal to such Purchaser's Subscription
Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and


 


(iv)          the
Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).


 


(b)           On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)          this
Agreement duly executed by such Purchaser; and


 


(ii)          such
Purchaser's Subscription Amount by wire transfer to the account as specified in writing by the Company.


 


2.3          Closing
Conditions.


 


(a)          The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein);


 


(ii)          all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)          the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being
met:


 


(i)          the
accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein);


 


(ii)          all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


(iii)           the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 



    	6



    	 



    
 


(iv)           there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)           from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Exchange
(except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior
to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by
such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1          Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with each of the Purchasers that as of the
date of this Agreement, unless such representation, warranty or agreement specifies a different time:


 


(a)           Registration
Statement and Prospectus. The Company and, assuming no act or omission on the part of a Purchaser that would make such statement
untrue, the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of
Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared effective
under the Securities Act. No stop order of the Commission preventing or suspending any Prospectus, or the effectiveness of the
Registration Statement, has been issued, and, to the Company’s knowledge, no proceedings for such purpose have been instituted
by the Commission. The Registration Statement and, assuming no act or omission on the part of a Purchaser that would make such
statement untrue, the offer and sale of Shares as contemplated hereby meet the requirements of Rule 415 under the Securities
Act and comply in all material respects with Rule 415. Any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been
so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents
incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered,
or are available through EDGAR, to each Purchaser and its counsel. The Company has not distributed and, prior to the Closing Date,
will not distribute any offering material in connection with the offering or sale of the Shares other than the Registration Statement
and the Prospectus and any Issuer Free Writing Prospectus to which each Purchaser has consented, any such consent not to be unreasonably
withheld, conditioned or delayed. The Common Stock is currently listed on the Exchange under the trading symbol “TXCC”.
Except as disclosed in the Registration Statement, including the Incorporated Documents, the Company has not, in the 12 months
preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing
or maintenance requirements. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectus,
the Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing
and maintenance requirements.


 



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(b)          No
Misstatement or Omission. The Registration Statement, when it became effective, and the Prospectus, and any amendment or supplement
thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the
requirements of the Securities Act. On the Closing Date, the Registration Statement and the Prospectus, as of such date, will conform
in all material respects with the requirements of the Securities Act. The Registration Statement, when it became effective, did
not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and
on the Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated
by reference in the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed
with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such
document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.
The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with,
information furnished to the Company by a Purchaser expressly for use therein.


 


(c)          Conformity
with Exchange Act. The documents incorporated by reference in the Registration Statement, the Prospectus or any amendment or
supplement thereto, when such documents were or are filed with the Commission under the Exchange Act, conformed or will conform
in all material respects with the requirements of the Exchange Act, as applicable.


 



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(d)          Financial
Information. The financial statements of the Company included or incorporated by reference in the Registration Statement and
the Prospectus, together with the related notes and schedules, complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission with respect thereto as in effect as of the time of filing.
Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied,
during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates indicated and the results of
operations and cash flows of the Company for the periods specified (subject, in the case of unaudited statements, to normal year-end
audit adjustments which will not be material, either individually or in the aggregate); the other financial data with respect to
the Company contained or incorporated by reference in the Registration Statement and the Prospectus are accurately and fairly presented
and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements
(historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus
that are not included or incorporated by reference as required; the Company does not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (including the
exhibits thereto), and the Prospectus which are required to be described in the Registration Statement or the Prospectus (including
exhibits thereto and Incorporated Documents); and all disclosures contained or incorporated by reference in the Registration Statement
and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of
the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable.


 


(e)          Conformity
with EDGAR Filing. The Prospectus delivered to each Purchaser in connection with the sale of the Shares pursuant to this Agreement
will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to
the extent permitted by Regulation S-T.


 


(f)          Organization.
The Company is, and will be, duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction
of organization. The Company is, and will be, duly qualified as a foreign corporation for transaction of business and in good standing
under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its businesses requires
such qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its businesses
as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing
or have such power or authority would not, individually or in the aggregate, have or reasonably be expected to have, a material
adverse effect on the business, operations, properties, financial condition, prospects, stockholder’s equity or results of
operations of the Company taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated
hereby (a “Material Adverse Effect”).


 


(g)          Subsidiaries.
The Company does not have any “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X).
Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity
interests of its subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other
restriction, and all the equity interests of the subsidiaries are validly issued and are fully paid, nonassessable and free of
preemptive and similar rights.


 



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(h)          No
Violation or Default. Except as set forth in the Registration Statement or the Prospectus, the Company is not (i) in violation
of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice
or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a
party or by which the Company is bound or to which any of the property or assets of the Company is subject; or (iii) in violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority
having jurisdiction over the Company, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default
that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution and delivery
of this Agreement by the Company and the performance of its obligations hereunder shall not cause a default under any agreement
or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the
Company is subject, except for any such default that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


  


(i)          No
Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement
and the Prospectus, there has not been (i) any Material Adverse Effect, (ii) other than this Agreement, any transaction which is
material to the Company taken as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet
obligations), incurred by the Company which is material to the Company taken as a whole, (iv) any material change in the capital
stock (other than (a) as a result of the sale of Shares, (b) as described in a proxy statement filed on Schedule 14A or a Registration
Statement on Form S-4 and otherwise publicly announced, or (c) changes in the number of outstanding shares of Common Stock of the
Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, shares
of Common Stock outstanding on the date hereof, or the vesting of restricted stock units outstanding on the date hereof) or outstanding
long-term indebtedness of the Company, (v) any dividend or distribution of any kind declared, paid or made on the capital stock
of the Company, other than in each case above (A) in the ordinary course of business, (B) as otherwise disclosed in the Registration
Statement or Prospectus (including any document deemed incorporated by reference therein) or (C) where such matter, item, change,
or development would not make the statements in the Registration Statement or the Prospectus contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;


 



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(j)          Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable.
The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus
as of the dates referred to therein (other than the grant of additional options or restricted stock units or stock awards under
the Company’s existing stock incentive plans, or changes in the number of outstanding Common Stock of the Company due to
the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
or as a result of the issuance of Shares) and such authorized capital stock conforms in all material respects to the description
thereof set forth in the Registration Statement and the Prospectus. Except as disclosed in or contemplated by the Registration
Statement or the Prospectus, as of the date referred to therein, the Company did not have reserved or available for issuance any
shares of Common Stock in respect of options, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.


 


(k)          Authorization;
Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions
contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding
agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that (i) enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally
and by general equitable principles and (ii) the indemnification and contribution provisions of Section 4.7 hereof may be limited
by federal or state securities laws and public policy considerations in respect thereof.


 


(l)          Authorization
of Shares. The Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or
a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will
be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission
of a Purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform in all material
respects to the description thereof set forth in or incorporated into the Prospectus.


 


(m)          No
Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator
or any governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance
by the Company of this Agreement, or the issuance and sale by the Company of the Shares as contemplated hereby, except for the
registration of the Shares under the Securities Act, and such consents, approvals, authorizations, orders and registrations or
qualifications as may be required under the Exchange Act and applicable state securities laws or by the Exchange in connection
with the sale of the Shares.


 



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(n)          No
Preferential Rights. Except as set forth in the Registration Statement or the Prospectus, (i) no person, as such term
is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right,
contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital
stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock, upon the
vesting of restricted stock units, or upon the exercise of options or vesting of restricted stock units that may be granted from
time to time under the Company’s stock incentive plans), (ii) no Person has any preemptive rights, rights of first refusal,
or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares
of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to
the offering contemplated hereby, and (iii) no Person has the right, contractual or otherwise, to require the Company to register
under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include
any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of
the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise, except
for such rights as have been waived on or prior to the date hereof.


 


(o)          Independent
Registered Public Accounting Firm. Each of Marcum LLP and UHY LLP (the “Accountants”), whose report on the
financial statements of the Company are filed with the Commission as part of the Company’s most recent Annual Report on Form
10-K filed with the Commission and incorporated into the Registration Statement, are (in the case of Marcum LLP) and, during the
periods covered by their respective reports, were independent public registered accounting firms within the meaning of the Securities
Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, Marcum LLP is not in violation
of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect
to the Company.


 


(p)          No
Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no legal, governmental or regulatory
actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory investigations,
to which the Company is a party or to which any property of the Company is the subject that, individually or in the aggregate,
if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect or materially and adversely
affect the ability of the Company to perform its obligations under this Agreement (collectively, the “Actions”);
to the Company’s knowledge, no such Actions are threatened by any governmental or regulatory authority or threatened by others
that, individually or in the aggregate, if determined adversely to the Company, would reasonably be expected to have a Material
Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits, proceedings or,
to the Company’s knowledge, investigations that are required under the Securities Act to be described in the Prospectus that
are not described in the Prospectus; and (ii) there are no contracts or other documents that are required under the Securities
Act to be filed as exhibits to the Registration Statement that are not so filed.


 



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(q)          Licenses
and Permits. Except as set forth in the Registration Statement or the Prospectus, the Company possesses or has obtained, all
governmental licenses, certificates, consents, orders, approvals, permits and other authorizations necessary for the ownership
or lease of its properties or the conduct of its businesses as described in the Registration Statement and the Prospectus (the
“Permits”), except where the failure to possess, obtain or make the same would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus,
the Company has not received written notice of any proceeding relating to revocation or modification of any such Permit, except
where such revocation or modification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(r)          No
Material Defaults. The Company has not defaulted on any installment on indebtedness for borrowed money or on any rental or
one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its
last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred
stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental or one or more long-term
leases.


 


(s)          Certain
Market Activities. Neither the Company, nor, to the Company’s knowledge, any of its directors, officers or controlling
persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to cause
or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Shares.


 


(t)          Broker/Dealer
Relationships. Neither the Company nor any of its related entities (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or
more intermediaries, controls or is a “person associated with a member” or “associated person of a member”
(within the meaning set forth in the Financial Industry Regulatory Authority Manual).


 


(u)          Taxes.
Except as disclosed in the Registration Statement or the Prospectus, the Company has filed all federal, state, local and foreign
tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such
taxes have become due and are not being contested in good faith, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus,
no tax deficiency has been determined adversely to the Company which has had, or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency,
penalty or assessment which has been asserted or threatened against it which would have a Material Adverse Effect.


 



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(v)          Title
to Property. Except as set forth in the Registration Statement or the Prospectus, the Company has good and valid title in fee
simple to all items of real property and good and marketable title to all personal property (excluding Intellectual Property, which
is addressed below) described in the Registration Statement or Prospectus as being owned by it that are material to the business
of the Company, in each case free and clear of all liens, encumbrances and claims, except for any failure to have good and valid
title for any liens, encumbrances and claims that (i) do not materially interfere with the use made of such property by the
Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


(w)          Intellectual
Property. Except as set forth in the Registration Statement or the Prospectus, to the Company’s knowledge, excluding
patents that cover industry standards supported by any of the Company’s products, the Company owns or possesses adequate
enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade
names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other
unpatented and/or unpatentable proprietary information, systems or procedures) (collectively, the “Intellectual Property”),
necessary for the conduct of its business as conducted as of the date hereof, except to the extent that the failure to own or possess
adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; the Company has not received any written notice of any claim of infringement or conflict which asserted
Intellectual Property rights of others, which infringement or conflict would reasonably be expected to result in a Material Adverse
Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings
against the Company challenging the Company’s rights in or to or the validity of the scope of any of the Company’s
material patents, patent applications or proprietary information, except such proceedings that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no other entity or individual
has any right or claim in any of the Company’s owned, material patents, patent applications or any patent to be issued therefrom
by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or by any
non-contractual obligation of the Company, other than by written licenses granted by the Company, except for such right or claim
that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company has not
received any written notice of any claim challenging the rights of the Company in or to any Intellectual Property owned, licensed
or optioned by the Company which claim would reasonably be expected to result in a Material Adverse Effect.


 



(x)          Environmental
Laws. Except as set forth in the Registration Statement or the Prospectus, the Company (i) is in compliance with any and
all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental
Laws”); (ii) has received and is in compliance with all permits, licenses or other approvals required of it under
applicable Environmental Laws to conduct its businesses as described in the Registration Statement and the Prospectus; and (iii) has
not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous
or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for
any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(y)          Disclosure
Controls. The Company maintains systems of internal accounting controls designed to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. Since the date of the latest audited financial statements of the Company included
in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than
as set forth in the Prospectus). Except as set forth in the Registration Statement or the Prospectus, since the end of the Company’s
most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial
reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that
has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


 


(z)         Sarbanes-Oxley.
Except as set forth in the Registration Statement or Prospectus, there is and has been no failure on the part of the Company or,
to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with
any applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder. Each of the principal
executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company
and each former principal financial officer of the Company as applicable) has made all certifications required by Sections 302
and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be
filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal executive officer”
and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.


 


(aa)         Finder’s
Fees. The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in
connection with the transactions herein contemplated.


 


(bb)         Labor
Disputes. Except as set forth in the Registration Statement or the Prospectus, no labor disturbance by or dispute with employees
of the Company exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material
Adverse Effect.


 






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(cc)         Investment
Company Act. The Company is not, and after giving effect to the offering and sale of the Shares, will not be an “investment
company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment
Company Act of 1940, as amended (the “Investment Company Act”).


 


(dd)         Operations.
The operations of the Company are and have been conducted at all times in compliance with applicable financial record keeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes
of all jurisdictions to which the Company is subject, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company (collectively,
the “Money Laundering Laws”), except as would not reasonably be expected to result in a Material Adverse Effect;
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(ee)         Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or,
to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural
finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would reasonably
be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources,
including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion
and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), in each case that are required
to be described in the Prospectus which have not been described as required.


 


(ff)        ERISA.
Except as set forth in the Registration Statement or the Prospectus, to the knowledge of the Company, (i) each material employee
benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
that is maintained, administered or contributed to by the Company (other than a Multiemployer Plan, within the meaning of Section
3(37) of ERISA) for employees or former employees of the Company has been maintained in compliance with its terms and the requirements
of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of
1986, as amended (the “Code”); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any such plan (excluding transactions effected pursuant to a statutory or
administrative exemption); and (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section
302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether
or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions,
other than, in the case of (i), (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect.


 






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(gg)         Margin
Rules. The Company does not own any “margin securities” as that term is defined in Regulation U of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of the sale
of the Shares will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose
of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other
purpose which might cause any of the Shares to be considered a “purpose credit” within the meanings of Regulation T,
U or X of the Federal Reserve Board.


 


(hh)         Insurance.
Except as set forth in the Registration Statement or the Prospectus, the Company maintains insurance in such amounts and covering
such risks as the Company reasonably believes are adequate for its business and customary for companies of similar size engaged
in similar businesses in similar industries.


 


(ii)         No
Improper Practices. Except as set forth in the Registration Statement or the Prospectus or as contemplated by this Agreement,
(i) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge, any affiliate,
on the one hand, and the directors, officers and stockholders of the Company on the other hand, that is required by the Securities
Act to be described in the Registration Statement and the Prospectus that is not so described; (ii) except as described in
the Prospectus, there are no material outstanding loans or advances or material guarantees of indebtedness by the Company to or
for the benefit of any of its officers or directors or any of the members of the families of any of them; (iii) the Company has
not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a
customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company
or (B) a trade journalist or publication to write or publish favorable information about the Company or any of its products
or services, and, (iv) neither the Company nor, to the Company’s knowledge, any employee or agent of the Company has made
any payment of funds of the Company or received or retained any funds in violation of any law, rule or regulation (including, without
limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required
to be disclosed in the Registration Statement or the Prospectus.


 


(jj)         Status
Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act
at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Shares.


 


(kk)      No
Conflict in an Issuer Free Writing Prospectus. Any Issuer Free Writing Prospectus, as of its issue date through the completion
of any sale of Shares for which such Issuer Free Writing Prospectus is used or deemed used, will not include any information that
conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including
any incorporated document deemed to be a part thereof that has not been superseded or modified.


 






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(ll)         No
Conflicts. Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Shares, nor the
consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with
the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions
of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement
to which the Company is a party or to which any of the property or assets of the Company is subject, except (i) such conflicts,
breaches or defaults as may have been waived and (ii) such conflicts, breaches, defaults and liens, charges and encumbrances that
would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions
of the certificate of incorporation or bylaws of the Company, or (y) in any material violation of the provisions of any statute
or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority
or other government body having jurisdiction over the Company, except where such violation would not reasonably be expected to
have a Material Adverse Effect.


 


(mm)         Stock
Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid
by the Company in connection with the sale and transfer of the Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with by the Company in
all material respects.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1          Furnishing
of Information. Until the time that no Purchaser owns Securities, the Company covenants to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will
prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required
for the Purchasers to sell the Securities, including without limitation, under Rule 144. The Company further covenants that it
will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable
such Person to sell such Securities without registration under the Securities Act, including without limitation, within the requirements
of the exemption provided by Rule 144.


 


4.2          Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate any transaction in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of the Exchange such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 






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4.3          Securities
Laws Disclosure; Publicity. The Company shall, by 4:30 p.m. (New York City time) on the Trading Day immediately following the
date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and within the time required
by such form issue a Current Report on Form 8-K including the Transaction Documents as exhibits thereto. From and after the issuance
of such Current Report on Form 8-K, the Company shall have publicly disclosed all material, non-public information delivered to
any of the Purchasers by the Company, or any of their respective officers or directors in connection with the transactions contemplated
by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any
Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission
or any regulatory agency or the Exchange, without the prior written consent of such Purchaser, except (a) as required by federal
securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission
and (b) to the extent such disclosure is required by law or Exchange regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted hereunder.


 


4.4          Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an "Acquiring Person" under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents.


 


4.5          Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel
with any information that the Company believes constitutes material nonpublic information, unless prior thereto such Purchaser
shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 


4.6          Use
of Proceeds. Except as set forth in the Registration Statement or the Prospectus, the Company shall use the net proceeds from
the sale of the Securities hereunder for working capital or general corporate purposes and shall not use such proceeds for: (a)
the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's
business and prior practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any
outstanding litigation.


 






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4.7          Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such
controlling persons (each, a "Purchaser Party") harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys'
fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach
of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction
Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the
Transaction Documents (unless such action is based upon a breach of such Purchaser's representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations
by such Purchaser of state or federal securities laws or any conduct by such Purchaser which is otherwise actionable). If any action
shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser
Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel
of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel
in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, (iii) in such action
there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and
the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no
more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company's prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party's breach
of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents.


 


4.8          Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement.


 






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4.9          Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
the Exchange, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares on the Exchange and
promptly secure the listing of all of the Shares on the Exchange. The Company further agrees, if the Company applies to have the
Common Stock traded on any other trading market, it will include in such application all of the Shares, and will take such other
action as is necessary to cause all of the Shares to be listed or quoted on such other trading market as promptly as possible.
The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a trading
market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of
such trading market.


 


4.10          Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same
consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the
Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.


 


4.11          Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company's securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.3. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.3, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and
all information provided in connection therewith. Notwithstanding the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3,
(ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality
to the Company after the issuance of the initial press release as described in Section 4.3. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


 






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ARTICLE V.


MISCELLANEOUS


 


5.1          Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser's obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not
been consummated on or before May 15, 2012; provided, however, that no such termination will affect the right of any party to sue
for any breach by the other party (or parties).


 


5.2          Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


5.3          Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, and the Prospectus, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set
forth on the signature pages attached hereto.


 


5.5          Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Shares then outstanding
or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 






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5.6           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the "Purchasers."


 


5.8          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.7.


 


5.9          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section
4.7, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys' fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10          Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable
statute of limitations.


 






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5.11           Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf"
signature page were an original thereof.


 


5.12          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13          Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.14          Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchsers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15          Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 






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5.16          Independent
Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers.


 


5.17          Saturdays,
Sundays, Holidays. etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.18          Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.19          WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


 


	
        TRANSWITCH CORPORATION

         

         

         

        By:                                                  

        Name:

        Title:
	
        Address for notice:

         

        Three Enterprise Drive

        Shelton, CT 06484

        Attention: Robert Bosi, Chief
        Financial Officer

        Telephone: (203) 929-8810 ext. 2465

        Facsimile: (203) 926-9453

        Email: Robert.bosi@transwitch.com

         

	 	
        With a copy to:

         

        Pierce Atwood LLP

        100 Summer Street, Suite
        2250

        Boston, MA 02110

        Attention: Timothy C. Maguire, Esq.

        Telephone:(617) 488-8140

        Facsimile: (617) 824-2020

        Email: tmaguire@pierceatwood.com

         



 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
–


SIGNATURE PAGE FOR PURCHASERS FOLLOW]


 






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[PURCHASER SIGNATURE PAGES TO SECURITIES
PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first indicated above.


 


	Name of Purchaser:	 
	 	 
	Signature of Authorized Signatory of Purchaser:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address of Authorized Signatory:	 
	 	 
	Facsimile Number of Authorized Signatory:	 


 


Address for Notice of Purchaser:


 


 


Address for Delivery of Securities for Purchaser (if not same
as address for notice):


 


 


	Subscription Amount:	 
	 	 
	Shares:	 


 


EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]


  


[SIGNATURE PAGES CONTINUE]




 



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