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 for cash (the “New
Money Offering”) up to $20,000,000 aggregate principal amount of 5.45% Convertible Plus Cash NotesSM due September 30,
2007 (the “Plus Cash Notes”) that are convertible into common stock, par value $0.001 per share (the “Shares”) of the Company
to Holders who submit some or all of their Existing Notes in the Exchange Offer (the “Exchange Offer”).
In the event Holders submit indications of interest for more than $20,000,000 aggregate principal amount in the New
Money Offering, the additional Plus Cash Notes will be allocated at the discretion of the Placement Agent (as defined below)
based on the amount of each Holder’s indication in the New Money Offering. The additional Plus Cash Notes issued in the New
Money Offering 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 Registration Statement (as
defined herein), notwithstanding that such terms as used herein are not capitalized in the Registration Statement.
2. Appointment as Agent . By this Placement Agreement (the “Agreement”), the Company hereby engages and appoints
you as exclusive Placement Agent (the “Placement Agent”) for the New Money Offering and authorizes you to act as such in
connection with the New Money Offering.
(a) Subject to the terms and conditions stated herein, the Company hereby agrees that the Plus Cash Notes to be
issued in the New Money Offering will be sold exclusively through the Placement Agent. The Company and Place