Transwitch Corp Watch

from 8-K 31 pages 7,055,000 Units Transwitch Corporation Underwriting Agreement

from 8-K 40 pages Transwitch Corporation Common Stock (Par Value $0.001 Per Share) at Market Issuance Sales Agreement

from 8-K 27 pages 5,400,000 Shares* Transwitch Corporation Common Stock Underwriting Agreement

from 8-K 42 pages Transwitch Corporation Shares of Common Stock, $0.001 Par Value Per Share Placement Agency Agreement

from SC 13G 1 page Cusip No. 587586306 Schedule 13g Page 11 of 11 - Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(k) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Agree to the Joint Filing on Behalf of Each of Them of a Statement on Schedule 13g (Including Amendments Thereto) With Respect to the Common Stock, Par Value $0.001 Per Share, of Transwitch Corporation, and Further Agree That This Joint Filing Agreement Shall Be Included as an Exhibit to Such Joint Filings. the Undersigned Further Agree That Each Party Hereto Is Responsible for the Timely Filing of Such Schedule 13g and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein; Provided, However, That No Party Is Responsible for the Completeness or Accuracy of the Information Concerning Any Other Party Making the Filing, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. in Witness Whereof, the Parties Have Executed This Joint Filing Agreement on July 26, 2005. Langley Partners, L.P. By: Langley Capital, LLC, as General Partner By: /S/ Jeffrey Thorp Jeffrey Thorp, Manager Langley Management, LLC By: /S/ Jeffrey Thorp Jeffrey Thorp, Manager Langley Capital, LLC By: /S/ Jeffrey Thorp Jeffrey Thorp, Manager Jeffrey Thorp Ira, Bear Sterns Securities Corp. as Custodian By: /S/ Jeffrey Thorp Jeffrey Thorp, Manager /S/ Jeffrey Thorp Jeffrey Thorp

from S-4 35 pages Dealer Manager Agreement June ·, 2005

from S-3 38 pages Underwriting Agreement Debt Securities Common Stock Preferred Stock Warrants

from S-4/A ~50 pages Revised Form of Placement Agreement

from S-3/A ~50 pages Revised Form of Placement Agreement

from S-4/A ~50 pages Revised Form of Dealer Manager Agreement

from S-3/A ~50 pages Revised Form of Dealer Manager Agreement

from S-4/A ~20 pages Form of Placement Agreement

from S-3/A ~20 pages Form of Placement Agreement

from S-3/A ~50 pages Form of Dealer Manager Agreement

from S-4/A ~50 pages Form of Dealer Manager Agreement

from 8-A12G ~50 pages Rights Agreement

from S-3 ~50 pages Form of Underwriting Agreement

from SC 13G/A 1 page <page> Exhibit 1 Agreement Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, the Undersigned Hereby Agree That Only One Statement Containing the Information Required by Schedule 13g Need Be Filed With Respect to the Ownership by Each of the Undersigned of Shares of Common Stock of Transwitch Corporation. Executed as a Sealed Instrument This 10th Day of February, 1997. Abacus Ventures By: Abacus Partners Limited Partnership By: /S/ Dr. Charles Lee Dr. Charles Lee General Partner Abacus Partners Limited Partnership By: /S/ Dr. Charles Lee Dr. Charles Lee General Partner /S/ Dr. Charles Lee - Dr. Charles Lee Page 8 of 8 Pages

from SC 13G/A 1 page <page> Exhibit 1 Agreement Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, the Undersigned Hereby Agree That Only One Statement Containing the Information Required by Schedule 13g Need Be Filed With Respect to the Ownership by Each of the Undersigned of Shares of Common Stock of Transwitch Corporation. Executed as a Sealed Instrument This 10th Day of February, 1997. Abacus Ventures By: Abacus Partners Limited Partnership By: /S/ Dr. Charles Lee Dr. Charles Lee General Partner Abacus Partners Limited Partnership By: /S/ Dr. Charles Lee Dr. Charles Lee General Partner /S/ Dr. Charles Lee - Dr. Charles Lee Page 8 of 8 Pages