DEALER MANAGER AGREEMENT
August 27, 2003
U.S. BANCORP PIPER JAFFRAY INC.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
1. General . TranSwitch Corporation, a Delaware corporation (the “Company”), proposes to offer to exchange $114,113,000
aggregate principal amount of its outstanding 4 1 / 2 % Convertible Existing Notes due 2005 (the “Existing Notes”) that are
convertible into common stock, par value $0.001 per share, (the “Shares”) of the Company for $94,143,000 aggregate principal
amount of 5.45% Convertible Plus Cash NotesSM due September 30, 2007 (the “Plus Cash Notes”). The Plus Cash Notes issued
in the Exchange Offer are to be issued pursuant to an Indenture, dated as of September 30, 2003, as amended or modified from
time to time (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”).
Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Exchange
Offer Materials (as defined herein).
2. Engagement as Dealer Manager . By this Dealer Manager Agreement (the “Agreement”), the Company hereby engages
and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with
the Exchange Offer.
As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in
connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection
with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Existing Notes
pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor
in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as
an agent of the Company in connection with t