Common use of Signature Clause in Contracts

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completedcompleted in connection with a purported assignment, the Company and the Rights Agent (i) will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board a transferee of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), any of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description foregoing and terms of accordingly will deem the Rights are set forth in a evidenced by such Rights Agreement (the "Rights Agreement") between the Company Certificate to be void and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person not transferable or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company exercisable or (ii) 10 business days (or such later date as may be determined by action of deem the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected precluded by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) 2.12 of the Rights Agreement. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: SPIE▇▇▇ ▇▇▇PERTIES, if INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: ----------------------------------- Dated: _______________, ____ Signature Guaranteed: ________________________________________ Signature (Signature must correspond to name as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or were at any time on an Affiliate or after the earlier of (x) the date of such event and (y) the Distribution Date Associate thereof (as such term defined in the Rights Agreement). ---------------------------------------- Signature ------------------------------------------------------------ NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate a transferee of an Acquiring Person (as such terms are defined in any of the foregoing and accordingly will deem the Rights Agreement), evidenced by such Rights shall become voidCertificate to be void and not transferable or exercisable. EXHIBIT B FORM OF ARTICLES SUPPLEMENTARY OF SPIE▇▇▇ ▇▇▇PERTIES, and any holder of such Rights shall thereafter have no right to exercise such RightsINC. In the event thatSpie▇▇▇ ▇▇▇perties, at any time after Inc., a Person becomes an Acquiring PersonMaryland corporation having its principal office in Baltimore City, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right Maryland (the "Redemption PriceCorporation"). The redemption , hereby certifies to the Maryland State Department of the Rights may be made effective at such time, on such basis Assessments and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyTaxation that:

Signature. NOTICE The signature above information is true and correct and the undersigned recognizes that the Company and its counsel are relying on the truth and accuracy of such information in relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, and in determining applicable state securities laws and relying on exemptions contained therein. The undersigned agrees to notify the Company promptly of any changes in the foregoing Forms of Assignment and Election must conform information which may occur prior to the investment. Executed at ________________________, on June __, 2008. __________________________________ (Signature) ___________________________ (Title if for Entity) This Disclosure Letter is delivered under the terms of that certain Purchase Agreement by and between Deep Down, Inc. and each purchase whose name and address is set forth on the signature pages thereof, dated as written upon of May 16, 2008 (the face “Purchase Agreement”) and speaks as of the Closing Date under such Agreement. All capitalized terms used herein, but not defined herein, shall have the meanings ascribed to such terms under the Purchase Agreement. The contents of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In Disclosure Letter correspond to the event Purchase Agreement based on the certification numbering set forth above in below. The following are all the Form of Assignment direct or the Form of Election to Purchaseindirect Subsidiaries, as the case may beand all are wholly-owned: Electrowave USA, is not completedInc. Mako Technologies, LLC In March 2007, the Company finalized the terms of an agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. (shareholder and director), who agreed to surrender 25,000,000 shares of common stock for $250,000 in cash (par value). Additionally, he surrendered 1,500 shares of Series F convertible preferred stock and 500 shares of Series G Redeemable Exchangeable Preferred Stock (“Series G Preferred Stock”) to the Rights Agent will deem Company for cancellation. For these actions, ▇▇. ▇▇▇▇ received 1,250 shares of Series E Redeemable Exchangeable Preferred Stock (“Series E Preferred Stock”). In addition, ▇▇. ▇▇▇▇ kept 500 shares of Series E exchangeable preferred stock he previously owned and agreed to tender his resignation from the beneficial owner Board. In March 2007, the Company issued 2,000 shares of Series E exchangeable preferred stock to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (shareholder, Chief Financial Officer, and director) for the surrender of his ownership of 1,500 shares of Series F convertible preferred stock and 500 shares of Series G Preferred Stock, which were returned to the transfer agent for cancellation. On September 13, 2007, the Company redeemed 2,250 shares of Series E Preferred Stock owned by the Chief Executive Officer and director, and his wife, a Vice-President of the Rights evidenced by this Right Certificate to be Company. These shares of Series E Preferred Stock were redeemed for 2,250,000 shares of common stock at the closing price of $0.66. On October 2, 2007, the Company exchanged 1,250 shares ($1,250,000 aggregate face value) of Series E Preferred Stock for 1,213,592 shares of common stock at the closing price of $1.03 per share. On October 12, 2007, the Company closed an Acquiring Person agreement with Ironman Energy Capital, L.P. for a private placement of 3,125,000 shares of common stock of the Company at $0.96 per share, or an Affiliate or Associate thereof (as defined $3,000,000 in the Rights Agreement) and such Assignment or Election aggregate, pursuant to Purchase will not be honoredan agreement reached on October 2, 2007 when the closing price was $1.03 per share. NETSILICONDuring October 2007, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board 16,500 shares of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share Series C Convertible Preferred Stock were converted into 3,300,000 shares of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SANDISK CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12April 18, 20001997, the Board of Directors of NETsilicon, Inc. SanDisk Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock (the "Common Stock"), par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 28, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 65.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 18, 1997 (the "Rights Agreement") between the Company and ▇▇▇▇▇▇ Trust and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on April 28, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly an aggregate dividend payment of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 15% or more of the outstanding Common Shares (except pursuant to a tender offer for all of the Common Shares at a price and on terms determined by a majority of the Continuing Directors to be fair to and otherwise in the best interests of the Company and its stockholders) proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares (or cash, other securities or property) having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share Common Share (or a fraction of Common Stock a Preferred Share having equivalent market value) per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to within ten (10) business days after a person or group of affiliated or associated persons acquire beneficial ownership of 15% or more of the tenth outstanding Common Shares (unless the Board of Directors extends such ten-day following the time any Person becomes an Acquiring Personperiod), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"), upon the approval of a majority of the Continuing Directors. The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the RightsRights upon the approval of a majority of the Continuing Directors, including an amendment to lower certain thresholds described above to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 15%, except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Signature. =========================== NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONB-5. FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To P-COM, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") The undersigned hereby irrevocably elects to the stockholders of record on that date. Each Right entitles the registered holder exercise ________________ Rights represented by this Rights Certificate to purchase from the Company one one-thousandth of a share Units of Series A Junior Participating Preferred Stock, par value $0.01 per share (Stock issuable upon the "exercise of such Rights and requests that certificates for such Series A Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Stock be issued in the case of Osicom Technologies, Inc. name of: Please insert social security ------------------------------- or other identifying number (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (iiPlease print name and address) 10 business days (or If such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary number of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate are or were at any time on or after for the earlier of (x) the date balance remaining of such event and (y) the Distribution Date (as such term is defined Rights shall be registered in the name of and delivered to: Please insert social security ------------------------------- or other identifying number (Please print name and address) Dated: ________________, ____ __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. B-6. CERTIFICATE ----------- The undersigned hereby certifies that the Rights Agreement) acquired or evidenced by this Rights Certifi cate are not beneficially owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Amended and Restated Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form Forms of Assignment or the Form of and Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election and, in the case of an Assignment, will affix a legend to Purchase will not be honoredthat effect on any Right Certificates issued in exchange for this Rights Certificate. NETSILICON, INC. 57 EXHIBIT B QUAKER STATE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES CAPITAL STOCK On September 1228, 20001995, the Board of Directors of NETsilicon, Inc. Quaker State Corporation (the "Company") declared a dividend distribution of one preferred share purchase right Capital Stock Purchase Right (a "Right") for each outstanding share of common stockCapital Stock, par value $.01 1.00 per share share, of the Company (the "Common Capital Stock") outstanding on September 23, 2000 (). The following is a summary of the "Record Date") to terms of the stockholders of record on that dateRights. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, Capital Stock at a price of $200.00 50 per one one-thousandth share of a Preferred Share Capital Stock, subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of September 28, 1995 (the "Rights Agreement") ), between the Company and Mellon Securities Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Initially, the Rights will be attached to all Capital Stock certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Capital Stock and a "Distribution Date" will occur upon the earlier to occur of (i) ten business days following the tenth calendar day after time (the "Stock Acquisition Time") of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired acquired, or obtained the right to acquire, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Capital Stock of the Company or and (ii) 10 ten business days (or such later date as may be or, if determined by action of the Board of Directors prior to such time (with the concurrence of a majority of the Continuing Directors (as any Person becomes an Acquiring Personhereinafter defined)), a specified or unspecified later date) following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer which, if successful, would cause the consummation of which would result in the beneficial ownership by a person or group of bidder to own 15% or, in the case of more of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoCapital Stock. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Capital Stock. Until the Distribution Date , (or earlier redemption or expiration of the Rights), ii) new Common Capital Stock certificates issued after the Record Date or October 18, 1995, upon transfer or new issuance of Common Stock the Capital Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, Capital Stock certificates outstanding will also constitute the transfer of the Rights associated with the Common shares of Capital Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to holders of record of the Common Capital Stock as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only shares of Capital Stock issued prior to the Distribution Date will be issued with Rights. 58 The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payableSeptember 28, and 2005, unless earlier redeemed or exchanged by the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event Company as described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightsbelow. In the event that, at any time after a Person becomes an Acquiring Personthe Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its consolidated assets assets, cash flow or earning power are is sold, proper provision will shall be made so that each holder At any of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after any Person the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Capital Stock were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of shares of Capital Stock of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person (except pursuant to a tender offer for all outstanding shares of Capital Stock determined to be at a fair price and prior to otherwise in the acquisition best interests of the Company and its stockholders by any person or group of a majority of the outstanding Common StockOutside Directors), proper provision shall be made so that each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of shares of Capital Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company may exchange the Rights (other than Rights owned by determines that such person or group which have become void), in whole became an Acquiring Person inadvertently and such person or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth group promptly divests itself of a Preferred Share, which may, at the election sufficient number of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price shares of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes Capital Stock so that such person or group is no longer an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 5, 20001997, the Board of Directors of NETsiliconCrown Laboratories, Inc. (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Corporation. The dividend is payable to the stockholders of record on September 23May 16, 2000 1997 (the "Record Date"), and with respect to Common Shares issued thereafter, until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth of a share of Series A F Junior Participating Preferred Stock, $.001 par value $0.01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 12.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and Securities Transfer Corporation, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding dated as of the Record DateMay 5, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any1997.

Signature. ========================= NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, Purchase is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C --------- P-COM, INC. AMENDED AND RESTATED SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED SHARES STOCK On September 12October 1, 20001997, the Board of Directors of NETsiliconP-Com, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding ), par value $.0001 per share, of the Company. The dividend was payable on September 23December 3, 2000 1997 (the "Record Date") to the stockholders of record on that date. On December 18, 1998 (the "Amendment Date") the terms and conditions of the Rights were amended. Each Right now entitles the registered holder to purchase from the Company one oneten-thousandth (1/10,000) of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $0.01 .0001 per share (the "Series A Preferred SharesStock"), of the Company, Company at a price of $200.00 125 per one one-thousandth of a Preferred Share Unit (the "Purchase Price"), subject to adjustment. The description amended descrip tion and terms of the Rights are set forth in a an Amended and Restated Rights Agreement dated as of December 18, 1998 (the "Amended and Restated Rights Agreement") between the Company and BankBoston, N.A. as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial bene ficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Amended and Restated Summary of Rights attached thereto. The Amended and Restated Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or Amendment Date, upon transfer or new issuance of Common Stock will contain contain, or shall be deemed to contain, a notation incorporating the Amended and Restated Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being C-1. attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on October 1, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Units of Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Shares Stock at a price, or securities convertible into Units of Preferred Shares Stock with a conversion price, less than the then current market price of the Units of Preferred Shares Stock or (iii) upon the distribution to holders of the Units of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths Units of a Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Share Stock will be entitled to a quarterly dividend payment of 1,000 times the equal to any dividend declared per share of Common Stock. In the event of liquidation, the holders each Unit of the Preferred Shares Stock will be entitled to an aggregate a payment of 1,000 times the aggregate equal to any payment made per share of Common Stock. Each Unit of Preferred Share Stock will have 1,000 votesone vote, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Share Stock will be entitled to receive 1,000 times an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution anti dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a each Unit of Preferred Share Stock purchasable upon exercise of each Right the Rights should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. B-5 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 18, 20001997, the Board of Directors of NETsilicon, Inc. The Stride Rite Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.25 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is pay- able on September 23July 17, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1.00 per share share, of the Company (the "Preferred Shares"), of the Company, at a price of $200.00 68.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustmentadjust- ment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ben- eficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated per- sons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates Share certifi- ▇▇▇▇▇ outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDis- tribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating incor- porating the Rights Agreement by reference. Until the Distribution Dis- tribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached at- tached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Distribu- tion Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Distri- bution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Distribu- tion Date. The Rights will expire on July 17, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pre- ferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, ; (ii) upon the grant to holders of the Preferred Pre- ferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible con- vertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Shares; or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular reg- ular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription sub- scription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise exer- cise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend divi- dend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisionssubdi- visions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation pay- ment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation con- solidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will there- after be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. C-2 At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Pur- chase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyCom- pany, be evidenced by depository depositary receipts) and in lieu thereofthere- of, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial own- ership of 10% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions condi- tions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Redemp- tion Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders hold- ers of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 9, 20001998, the Board of Directors of NETsiliconFred's, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value $.01 per share (the "Common StockShares") outstanding of the Company. The dividend is payable on September 23October 12, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, no par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 100.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Union Planters Bank, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this a Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 12, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Datedilution. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but, if greater than $100 per share, will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company ("flip-over") which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares ("flip-in") having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. (In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof Interested Stockholder (as such terms are defined in the Shareholder Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C August 3, INC. 1998 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12STOCK UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT, 2000RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN INTERESTED STOCKHOLDER (AS DEFINED IN THE SHAREHOLDER RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. El Paso Natural Gas Company, a Delaware corporation ("El Paso"), El Paso Energy Corporation, a Delaware corporation (the Board "Company") and El Paso Energy Merger Company, a Delaware corporation ("Merger Sub") and a direct, wholly owned subsidiary of Directors the Company entered into an Agreement and Plan of NETsiliconMerger, Inc. declared dated July 16, 1998, pursuant to which effective August 1, 1998, Merger Sub merged with and into El Paso, with El Paso as the surviving corporation, as a dividend result of which each outstanding share of common stock, $3.00 par value per share, of El Paso has been converted into one share (or equal fraction thereof) of common stock, $3.00 par value per share, of the Company (the "Common Stock"), and each one-half outstanding preferred stock purchase right of El Paso has been converted into one preferred share stock purchase right (a "Right") for associated with each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23. Except as set forth below, 2000 (the "Record Date") to the stockholders of record on that date. Each Right each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one onetwo-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred SharesStock"), of the Company, at a price of $200.00 75.00 per one onetwo-thousandth hundredth of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement Agreement, dated as of July 16, 1998 (the "Shareholder Rights Agreement") ), between the Company and Rights Agents BankBoston, N.A. (the "Rights Agent"). Until The Rights are attached to all certificates representing outstanding shares of Common Stock, and no separate Right Certificates (as hereinafter defined) have been distributed. The Rights will separate from the earlier shares of Common Stock on the earliest to occur of (i) the tenth calendar day after a first date of public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") group" has acquired beneficial ownership of securities having 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the voting power of all outstanding voting securities of the Company (as hereinafter defined); or (ii) 10 ten (10) business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine) following the commencement of, or announcement of an intention to makecommence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, becoming an Acquiring Person; or (iii) twenty business days prior to the date on which a Transaction (as defined in the case of the Grandfathered Stockholder, an additional 1%, Shareholder Rights Agreement) is reasonably expected to become effective or more of such outstanding voting securities of the Company be consummated (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of voting securities causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person". The first date of public announcement that a person or group has become an Acquiring Person is the Rights will be evidenced, with respect to any of the Common "Stock certificates outstanding as of the Record Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto". The Rights Agreement provides that, that until the Distribution Date, Date the Rights will be transferred with and only with the shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Shareholder Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Dateoutstanding, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the shares of Common Stock as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights Date and will expire on The Purchase Price payableat 5:00 P.M., and the number of Preferred Shares or other securities or property issuableNew York, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such New York time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the RightsJuly 7, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended 2002, unless earlier redeemed by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anydescribed below.

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 14, 20001998, the Board of Directors of NETsilicon, Inc. SERVICE CORPORATION INTERNATIONAL (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 28, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A D Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 220 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Harr▇▇ ▇▇▇st and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 28, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1000 per share but will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common StockShare. In the event of any merger, consolidation or other transaction in which C-2 83 Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Each Preferred Share will have one vote, voting together with the Common Shares. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate approximate, to some degree, the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share Common Share (or of a number of preferred shares, or fraction thereof, having equivalent value to one Common Stock Share), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 15, 20001998, the Board of Directors of NETsilicon, Inc. Arbor Software Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding on September 23July 3, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 250 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, or in the case of Osicom Technologies, Inc. (the "i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder"), an additional 25%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such percentage as is beneficially owned by each Amerindo Holder plus 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, or in the case of the (i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder, an additional 25%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such percentage as is beneficially owned by each Amerindo Holder plus 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY FORM OF RIGHTS ELECTION TO PURCHASE PREFERRED SHARES On September 12, 2000, ---------------------------- (To be executed if holder desires to exercise the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right"Rights Certificate.) for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") To Synbiotics Corporation: The undersigned hereby irrevocably elects to the stockholders of record on that date. Each Right entitles the registered holder exercise ___________________________ Rights represented by this Rights Certificate to purchase from the Company one one-thousandth of a share units of Series A Junior Participating Preferred Stock, par value $0.01 per share (Stock issuable upon the "exercise of such Rights and requests that certificates for such Series A Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Stock be issued in the case of Osicom Technologies, Inc. name of: Please insert social security or other identifying number ____________________________________________________ (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (iiPlease print name and address) 10 business days (or If such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary number of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ____________________________________________________ (Please print name and address) Dated: __________________, ____ ___________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or not beneficially owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 31, 20001998, the Board of Directors of NETsiliconSoftware Publishing Corporation Holdings, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 30, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, Series A, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 1.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of March 31, 1998 (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 ten business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on April 30, 2008 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors Directors, in its sole discretion discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that that, from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C LAMONTS APPAREL, INC. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES On September 12, 2000, the The Board of Directors (the "Board") of NETsiliconLamonts Apparel, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the stockholders of record on September 23January 22, 2000 1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth (1/1000th) of a share of Series A Junior Participating RP Preferred Stock, $.01 par value $0.01 per share (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 6.00 per one one-thousandth (1/1000th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and Norwest Bank Minnesota, N.A., as Rights Agents Agent (the "Rights Agent"), dated as of January 12, 1999. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Company Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), the Rights will be evidenced, with respect to any . A person or group whose acquisitions of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or cause a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject pursuant to adjustment from time to time to prevent dilution clause (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of above is an "Acquiring Person," with certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (exceptions as such term is defined set forth in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after The date that a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which is first publicly announced to have become void), in whole such by the Corporation or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Acquiring Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (is the "Redemption PriceShares Acquisition Date."). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12July 10, 20001998, the Board of Directors of NETsilicon▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 21, 2000 1998 (the "Record Date") to the stockholders of record on that date. The Board of Directors has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date (as defined below), the Final Expiration Date (as defined below) and the date the Rights are redeemed. Each Right entitles the registered holder to purchase from the Company one onefour-thousandth hundredth of a share of a series of preferred stock, designated as Series A Junior Participating H Preferred Stock, par value $0.01 .001 per share (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 225 per one onefour-thousandth hundredth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that that, without the prior consent of the Board of Directors of the Company, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (or an additional 5% or more of the Company outstanding Common Shares in the case of any Acquiring Person who beneficially owns 15% or more of the outstanding Common Shares as of July 10, 1998) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 20, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of one four-hundredth shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends divi- dends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights associated with each Common Share and the number voting and economic rights of each one onefour-thousandths hundredth of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend Right and payment of 1,000 times the dividend declared per then current Purchase Price that number of one four-hundredths of a share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the having a market value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightstwo times that Purchase Price. In the event that, at any time after a Person becomes an Acquiring Personthe Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times that Purchase Price. If the Company does not have sufficient shares of Preferred Stock to satisfy such obligation to issue Preferred Stock, or if the Board of Directors so elects, the Company shall deliver upon payment of the Purchase Price of a Right an amount of cash or securities equivalent in value to the shares of Preferred Stock issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the Purchase Price then in effect, shares of Preferred Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Preferred Stock otherwise issuable upon the exercise of a Right and the Purchase Price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Preferred Stock to permit the issuance of Preferred Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one four-hundredth of a share of Preferred Stock or one Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth four- hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depository receiptsStock) and in lieu thereof, an adjustment in cash will be made made, based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Preferred Stock purchasable upon the exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock). Each share of Preferred Stock will be entitled to a preferred dividend equal to the greater of (a) $2.00 or (b) 400 times any dividend declared on the Common Shares. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Preferred Stock will have 400 votes, voting together with the Common Shares. Notwithstanding the immediately preceding sentence, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right, voting as a class, to elect two of the Company's Directors. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of Preferred Stock will be entitled to receive 400 times the amount and type of consideration received per Common Share. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of Preferred Stock in integral multiples of one four- hundredth of a share of Preferred Stock will be issuable. In lieu of fractional shares other than fractions that are multiples of one four- hundredth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Signature. NOTICE The signature in the foregoing Forms of Assignment After due inquiry and Election must conform to the name as written upon best of my knowledge and belief, I certify that the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification information set forth above in the Form this statement is true, complete and correct. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ ▇▇▇ ▇▇▇▇ ------------------------------------ Name: ▇▇▇ ▇▇▇▇ Title: Vice President, General Counsel and Secretary Dated: August 27, 2002 [LORAL SPACE & COMMUNICATIONS LTD. LOGO] EXCHANGE OFFER OF $1.92 IN CASH AND 4 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE CUSIP #▇▇▇▇▇▇▇▇▇ FOR EACH OUTSTANDING SHARE OF 6% SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2006 CUSIP #▇▇▇▇▇▇▇▇▇, #▇▇▇▇▇▇▇▇▇ AND #▇▇▇▇▇▇▇▇▇, AND EACH OUTSTANDING SHARE OF 6% SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2007 CUSIP #▇▇▇▇▇▇▇▇▇ AND #▇▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- We are offering to exchange: - $1.92 in cash and 4 shares of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "our Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share ("Common Stock" and together with the cash, the "Exchange Consideration"), for each outstanding and validly tendered share of our - 6% Series C Convertible Redeemable Preferred Stock due 2006 ("Series C Preferred Stock") and for each outstanding and validly tendered share of our - 6% Series D Convertible Redeemable Preferred Stock due 2007 ("Series D Preferred Stock" and, together with the Series C Preferred Stock, the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights AgentStock"). Until Under their terms, each share of Series C Preferred Stock is currently convertible at the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more option of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for holder into 2.5 shares of Common Stock, and each share of Series D Preferred Stock outstanding as is currently convertible at the option of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible holder into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in 2.5214 shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. (MIDNIGHT), NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 25, 2002, AS MAY BE EXTENDED (THE "EXPIRATION DATE"). We will accept for exchange any and all shares of Preferred Stock (without regard to series) validly tendered for exchange and not withdrawn prior to the event Expiration Date, upon the terms and conditions set forth herein and in the accompanying Letter of liquidationTransmittal (the "Letter of Transmittal" and together with this offer to exchange, the "Exchange Offer"). This Exchange Offer is subject to certain conditions, including the receipt in the Exchange Offer of valid tenders for at least 5,737,931 shares of Preferred Stock, representing at least 50% of the outstanding shares of Preferred Stock (without regard to series), which tenders are not withdrawn prior to the Expiration date. If you do not tender your shares of Preferred Stock it is unlikely that you will receive any Preferred Stock dividends in the foreseeable future. On August 27, 2002, we announced that dividend payments on the Preferred Stock would be suspended indefinitely. Dividends will, nonetheless, continue to accrue on the Preferred Stock. However, if you tender shares of Preferred Stock you will forego the right to any such accrued dividends. You will also forego the right to receive the liquidation preference of $50.00 per share of Preferred Stock as well as all other rights pertaining to your shares of Preferred Stock, including your senior equity position in our company's capital structure. SEE "RISK FACTORS" BEGINNING ON PAGE 9 AND "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" BEGINNING ON PAGE 39 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFER. You may direct questions regarding the terms of this Exchange Offer to the Financial Advisor and direct requests for assistance or additional copies of this Exchange Offer, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related documents to the Information Agent at their respective addresses and telephone numbers set forth on the back cover page. The date of this Exchange Offer is August 27, 2002. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved this transaction or determined if this document is accurate or complete. WE AND OUR BOARD OF DIRECTORS ARE NOT MAKING ANY RECOMMENDATION AS TO WHETHER OR NOT TO TENDER YOUR SHARES OF PREFERRED STOCK. YOU MUST MAKE THE DECISION WHETHER OR NOT TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IMPORTANT INFORMATION REGARDING THE OFFER We are not aware of any jurisdiction where making the Exchange Offer is not in compliance with applicable law. If we become aware that the Exchange Offer is not in compliance with any jurisdiction's valid applicable law, we will make a good faith effort to comply with such law. If, with our good faith efforts, we cannot comply with such law, the Exchange Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Preferred Stock residing in such jurisdiction. If any jurisdiction's securities or blue sky laws require the Preferred Shares will Exchange Offer to be entitled made by a licensed broker or dealer, the Exchange Offer shall be deemed to an aggregate payment of 1,000 times be made on our behalf by one or more registered brokers or dealers licensed under such jurisdiction's laws. You should rely only on the aggregate payment made per share of Common Stockinformation incorporated by reference or provided in this Exchange Offer. Each Preferred Share will We have 1,000 votes, voting together not authorized anyone to provide you with different information. You should not assume that the Common Stock. In the event information in this Exchange Offer or any supplement is accurate as of any mergerdate other than the date on the cover of the document. By tendering your Preferred Stock, consolidation or you represent that you are basing your decision solely on this Exchange Offer and your own examination of our company and the terms of the proposed Exchange, including the merits and risks involved. The permission of the Bermuda Monetary Authority is required for the issue and transfer of our shares and other transaction in which securities under the Exchange Control Act 1972 of Bermuda and regulations under it. We have obtained the permission of the Bermuda Monetary Authority for the issuance and transfer by shareholders of the shares of our Common Stock are exchangedthat we may offer as described in this document. Approvals or permissions received from the Bermuda Monetary Authority do not constitute a guaranty by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rightsin giving those approvals or permissions, the value Bermuda Monetary Authority will not be liable for our performance or default or for the correctness of the one oneany opinions or statements expressed in this document. The Bermuda Monetary Authority has classified us as non-thousandth interest in a Preferred Share purchasable upon exercise resident of each Right should approximate the value of one share of Common StockBermuda for exchange control purposes. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring PersonAccordingly, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior Bermuda Monetary Authority does not restrict our ability to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights convert currency (other than Rights owned by such person Bermuda dollars) held for our account to any other currency, to transfer funds in and out of Bermuda or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued pay dividends to non-Bermuda residents who are shareholders (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"Bermuda dollars). The redemption contents of the Rights may this Exchange Offer should not be made effective at construed as legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor as to such timematters. CAUTION AS TO UNAUTHORIZED STATEMENTS WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING PREFERRED STOCK UNDER THE EXCHANGE OFFER. WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, on such basis and with such conditions as the Board of Directors in its sole discretion may establishIF GIVEN OR MADE, AS HAVING BEEN AUTHORIZED BY US. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyTABLE OF CONTENTS

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face page of this Right Certificate in every particularAgreement is contained as part of the applicable subscription package, without alteration or enlargement or any change whatsoeverentitled "Signature Page". In SIGNATURE PAGE The Purchaser hereby subscribes for such number of Shares as shall equal the event the certification Subscription Amount as set forth above in below divided by the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Offering Price and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate agrees to be an Acquiring Person bound by the terms and conditions of this Agreement. PURCHASER 1. Dated:_________________, 2003 2. Subscription Amount: $__________ _______________________________ ________________________________ Signature of Subscriber Signature of Joint Purchaser (and title, if applicable) (if any) _________________________________ __________________________________ Taxpayer Identification or an Affiliate Social Taxpayer Identification or Associate thereof Social Security Number Security Number of Joint Purchaser (if any) ______________________________________ Name (please print as defined in the Rights Agreementname will appear on stock certificate) _______________________________ Number and such Assignment or Election to Purchase will not be honored. NETSILICONStreet _______________________________ City, State Zip Code ACCEPTED BY: SYNOVIS LIFE TECHNOLOGIES, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12By: Name: _______________________________ Title:_______________________________ Dated:_______________________________ EXHIBIT A LEGAL MATTERS ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall deliver an opinion covering the following matters. The opinion shall be subject to and include customary assumptions, 2000limitations and qualifications. 1. The Company is a corporation duly organized, validly existing and in good standing under the Board laws of Directors the State of NETsiliconMinnesota and has all requisite corporate power and authority to conduct its business as it is described in the Memorandum and the [specific SEC filings delivered with the Memorandum], Inc. declared a dividend to enter into and perform its obligations under the Agreement, and to carry out the transactions contemplated by the Agreement. 2. The authorized capital stock of one preferred share purchase right the Company on the date hereof consists of (a "Right"i) for each outstanding share 20,000,000 shares of common stockCommon Stock, $.01 par value $.01 per share (the "Common Stock"), and (ii) outstanding on September 23, 2000 (the "Record Date") to the stockholders 5,000,000 shares of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $.01 par value $0.01 per share share, of which no shares have been designated (the "Preferred SharesStock"). As of the date hereof, without giving effect to the transactions contemplated by the Agreement, to our knowledge there are (i) [_____________] shares of Common Stock of record issued and outstanding, (ii) [_________________] shares of Common Stock reserved for issuance pursuant to the Company's stock option plans (including 500,000 shares reserved under the Company's 2004 Non-Employee Director Stock Option Plan, which remains subject to shareholder approval), and (iii) no shares of Preferred Stock of record issued and outstanding. The currently outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. 3. The Shares have been duly authorized or reserved for issuance by all necessary corporate and shareholder action on the part of the Company; and the Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of the Agreement, will be duly and validly issued, fully paid and non-assessable. 4. The execution and delivery by the Company of the Agreement, and the consummation by the Company of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (and the "Purchase Price"), subject to adjustmentAgreement have been duly executed and delivered by the Company. The description and terms Each of the Rights are Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnification and contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. 5. Subject to the assumptions set forth in a Rights Agreement (paragraph 6, below, the "Rights Agreement") between execution and delivery by the Company of the Agreement, and Rights Agents the consummation by the Company of the transactions contemplated thereby, do not (a) violate the "Rights Agent")provisions of any U.S. federal or Minnesota state law, rule or regulation applicable to the Company; (b) violate the provisions of the Company's Articles of Incorporation or By-laws, each as amended to date; or (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator specifically naming the Company of which we are aware; or (d) with or without notice and/or the passage of time, conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to any contract or instrument listed as [an Exhibit to the Company's 2002 10-K and subsequent SEC filings] pursuant to Item 601 (b)(10) of Regulation S-K. 6. Until the earlier to occur of Assuming (ia) the tenth calendar day after a public announcement accuracy of the representations made by the Purchasers in Section B of the Agreement; (b) that a neither the Company, the Placement Agent nor any person acting on behalf of either the Company or the Placement Agent has offered or sold the Shares by any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act; (c) that any person or group of affiliated or associated persons (an entity that purchases securities after the date hereof in a transaction that can be "Acquiring Person") has acquired beneficial ownership of 15% or, in integrated" with the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more sales of the outstanding voting Shares will be an accredited investor as of the date of such purchase; and (d) that each person or entity that purchased securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of directly from the Company (or its agents and without registration between the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, date six months prior to the Distribution Date. Preferred Shares purchasable upon exercise Closing of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times Offering and the dividend declared per share of Common Stock. In the event of liquidation, the holders date of the Preferred Shares will be entitled to an aggregate payment Agreement was, as of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (purchase, an "accredited investor" as such term is defined in Rule 501 of Regulation D, the Rights Agreement) acquired sale, issuance and delivery of the Shares to the Purchasers under the circumstances contemplated by this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act and all applicable state securities laws. 7. To our knowledge, there is no action, proceeding or beneficially owned by an Acquiring Person litigation pending or an Associate threatened against the Company before any court, governmental or Affiliate of an Acquiring Person (as such terms are defined administrative agency or body required to be described in the Rights Agreement), such Rights shall become void, and Company's [specific SEC filings delivered with the Memorandum] which is not otherwise disclosed therein. EXHIBIT B PURCHASER QUESTIONNAIRE Before any holder sale of such Rights shall thereafter have no right to exercise such Rights. In securities in the event that, at any time after a Person becomes an Acquiring Person, the above-captioned Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will can be made so to you, this Questionnaire must be completed and returned to ▇▇▇▇▇▇▇▇▇▇▇ & CO. INC., Attn: Investment Banking Dept., ▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The purpose of this Questionnaire is to substantiate that each holder At any time after any Person becomes an Acquiring Person and prior to you meet the acquisition standards imposed by any person or group of a majority Section 4(2) of the outstanding Common StockSecurities Act of 1933, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right as amended (the "Redemption PriceSecurities Act"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any. (1) Name: _________________________________________

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 20, 20001999, the Board of Directors of NETsilicon, Inc. Chesapeake Utilities Corporation (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.48 2/3 per share (the a "Common StockShare") outstanding ), of the Corporation. The dividend is payable to the stockholders of record on September 233, 2000 1999 (the "Record Date"). One Right also will be issued with each Common Share issued thereafter until the Distribution Date (as defined below) to and, in certain circumstances, with each Common Share issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one Corporation one-thousandth fiftieth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 54.56 per one one-thousandth fiftieth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"), dated as of August 20, 1999. Until RIGHTS ARE EVIDENCED BY COMMON SHARE CERTIFICATES UNTIL DISTRIBUTION DATE Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (except pursuant to a tender or exchange offer that is for all outstanding Common Shares at a price and on terms which a majority of the Company members of the Board of Directors who are not employees of the Corporation and who are not affiliated with the Acquiring Person (as defined below) determines to be adequate and in the best interests of the Corporation and its stockholders other than such Acquiring Person and its affiliates and associates (a "Permitted Offer") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even with or without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C AMENDED SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12January 20, 20001998, the Board of Directors of NETsiliconAdministaff, Inc. (the "Company") declared a dividend distribution of one preferred share stock purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common Stock") outstanding ), of the Company. The distribution is payable on September 23February 9, 2000 1998 (the "Record Date") to the stockholders of record on that date. In October 2000, the Company effected a 2-for-1 split of the then outstanding Common Stock, effected by means of a stock dividend (the "Stock Split") and, as a result of the Stock Split, the number of Rights associated with each share of Common Stock was adjusted to be one-half of one Right for each share of Common Stock. Each Right entitles the registered holder thereof to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share share, of the Company (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price")125, subject to adjustment. The following is a summary of the Rights; the full description and terms of the Rights are set forth in a an Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agents Agent (the "Rights Agent"). Until Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which Rights Agreement and Certificate of Designation are incorporated herein by reference. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the Distribution Date will occur upon the earlier to occur of (i) 10 days following the tenth calendar day after a date of public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (an "Acquiring Person"as hereinafter defined) has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person a person becomes an Acquiring Person) following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer the upon consummation of which would result in the beneficial ownership by a person or group of 15% orofferor would, in the case of the Grandfathered Stockholderif successful, become an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchasepurchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an ate Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 23, 20001996, the Board of Directors of NETsiliconEmisphere Technologies, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend was paid on September 23March 15, 2000 1996 (the "Record Date") to the stockholders of record at the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 80 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (as amended and restated, the "Rights Agreement") between the Company and Mellon Investor Services, LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 23, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights Right are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, price less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right other than Rights beneficially owned by the Acquiring Person will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall he made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise such number of one one-hundredths of a Preferred Share as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (y) 60% of the then current per share market price of the Company's Common Shares. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, for consideration consisting of one-half the securities of the Company that would be issuable at an exchange ratio such time upon exercise of one share of Common Stock per Right (subject to adjustment)Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a Person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption Redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SYNBIOTICS CORPORATION SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED SHARES STOCK On September 1225, 2000, 1998 the Board of Directors of NETsilicon, Inc. Synbiotics Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding out standing share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Company. The dividend is payable on September 23October 7, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share (a "Unit;" i.e., 1000 Units equal one share) of Series A Junior Participating Preferred Stock, par value $0.01 per share Stock (the "Series A Preferred SharesStock"), ) of the Company, Company at a price of $200.00 10.00 per one one-thousandth of a Preferred Share Unit (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of October 1, 1998 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Stock, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right CertificatesRights Certificate") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates Rights Certificate alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on October 7, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of Units of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Units of Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Units of Preferred Shares Stock at a price, or securities convertible into Units of Preferred Shares Stock with a conversion price, less than the then current market price of the Units of Preferred Shares Stock or (iii) upon the distribution to holders of the Units of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Units of Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths Units of a Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Units of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each Unit of Preferred Share Stock will be entitled to a quarterly dividend payment of 1,000 times the equal to any dividend declared per share of Common Stock. In the event of liquidation, the holders each Unit of the Preferred Shares Stock will be entitled to an aggregate a payment of 1,000 times the aggregate equal to any payment made per share of Common Stock. Each Unit of Preferred Share Stock will have 1,000 votesone vote, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each Unit of Preferred Share Stock will be entitled to receive 1,000 times an amount equal to the amount received per share of Common Stock. These rights are protected by customary antidilution anti dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a each Unit of Preferred Share Stock purchasable upon exercise of each Right the Rights should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Personthe Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person or an affiliate thereof, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Rights, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Rights. In the event that any person or group of affiliated or associated persons becomes the beneficial owner of 20% or more of the outstanding shares of Common Stock proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be null and void), will thereafter have the right to receive upon exercise that number of shares of Common Stock or Units of Preferred Stock (or cash, other securities or property) having a market value of two times the exercise price of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding shares of Common Stock and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange all or part of the Rights (other than Rights owned by such person or group which have become void), in whole or in part, ) for Units of Preferred Stock at an exchange ratio of one share of Common Stock per Right (subject to adjustment)) which shall equal, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then current per share market price per Unit of Preferred Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer is announced by any Person, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Units of Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Stock, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 0.001 per Right (the "Redemption Price"). The redemption of the Rights rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, Rights except that from and after a Distribution Date no such time as anyamendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case maybe, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C UNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF MAY BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 25, 20001997, the Board of Directors of NETsiliconFalcon Drilling Company, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23July 16, 2000 1997 (the "Record Date") ), to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A C Junior Participating Preferred Stock, no par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 125.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of June 25, 1997, as the same may be amended from time to time (the "Rights Agreement") ), between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1510% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (except that S-C Rig Investments, L. P., currently a principal shareholder of the Company Company, shall not be deemed to be an Acquiring Person unless it and its affiliates acquire 40% or more) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1510% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate together with a copy of this Summary of Rights attached theretoRights. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on the date sixty days after the next annual meeting of stockholders of the Company, unless the expiration is delayed by the Board of Directors, which it may be in each successive year, but in no event beyond July 16, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a preferential quarterly dividend payment equal to the greater of (i) $1 per share, and (ii) 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate a preferential liquidation payment equal to the greater of (i) $100 per share, and (ii) 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votesone vote , voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, dividend and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group of affiliated or associated persons becomes an Acquiring Person, the Rights Agreement provides that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group, which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). The Rights Agreement provides that none of the Company's directors, officers or financial advisers shall be deemed to beneficially own any Common Shares owned by any other director, officer or financial adviser by virtue of such persons acting in their capacities as such, including in connection with the formulation and publication of the Board of Directors recommendation of its position, and actions taken in furtherance thereof, with respect to an acquisition proposal relating to the Company or a tender or exchange offer for the Common Shares. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after any person or group becomes an Acquiring Person, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the outstanding Common StockRight, the Board that number of Directors shares of common stock of the Company may exchange acquiring company which at the Rights (other than Rights owned by time of such person or group which transaction will have become void), in whole or in part, at an exchange ratio a market value of one share two times the exercise price of Common Stock per Right (subject to adjustment)the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the such time as any Person person or group of affiliated or associated persons becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights Agreement provides that, if as of June 25, 1997, any person or group of affiliated or associated persons beneficially own 10% or more of the outstanding Common Shares, such person or group will not be deemed to be or to have become an "Acquiring Person" until August 1, 1997, and on such date will be deemed to be an "Acquiring Person" if, but only if, as of such date, such person or group beneficially own 10% or more of the outstanding Common Shares; provided, however, that if such person or group shall, subsequent to June 25, 1997, acquire any additional Common Shares, then such person or group shall thereupon be deemed an Acquiring Person. The terms of the Rights Agreement may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that including, prior to the time any person or group becomes an Acquiring Person, an amendment to (a) specifically exempt any person or group of affiliated or associated persons from being or being deemed to be an "Acquiring Person," subject to such terms and conditions as the Company deem appropriate, (b) fix a Final Expiration Date later than July 16, 2007, or (c) increase the Purchase Price. From and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its affiliates and associates). In addition, if as of the close of business on June 25, 1997, any person or group of affiliated or associated persons beneficially owned 10% or more of the Common Shares then outstanding, the Rights Agreement may be amended at any time prior to August 1, 1997, to exempt such person from being deemed to be or to have become an "Acquiring Person" (but only if such person does not acquire any additional Common Shares subsequent to June 25, 1997), subject to such terms and conditions as the Board of Directors of the Company deem necessary or appropriate.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completedcompleted in connection with a purported exercise, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Assignment Rights Certificate to be void and not transferable or Election to Purchase will not be honoredexercisable. NETSILICON, MALLINCKRODT GROUP INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES COMMON STOCK On September 12March 19, 20001986, the Board of Directors of NETsilicon, Inc. MALLINCKRODT GROUP INC. (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") Right for each outstanding share of common stockCommon Stock, $1 par value $.01 per share (the "Common Stock") outstanding ), of the Company. The dividend distribution was effective on September 23March 31, 2000 (the "Record Date") 1986, payable to the stockholders of record on that dateMarch 31, 1986. The terms of the Rights were amended and restated by the Board of Directors of the Company on February 19, 1996 in order to extend the expiration date of the Rights and set a new purchase price per Right. Each Right now entitles the registered record holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, Common Stock at a price of $200.00 ______ per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a an Amended and Restated Rights Agreement Agreement, dated as of February 19, 1996 (as it may further be amended, the "Rights Agreement") ), between the Company and The First National Bank of Chicago, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Flip-in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Date referred to below or (ii) 10 the tenth business days day (or such later date as the Board may be determined by action decide) after any person (other than the Company, a wholly-owned Subsidiary of the Board Company or an employee stock ownership or other employee benefit plan of Directors prior to such time as any Person becomes an Acquiring Personthe Company or wholly-owned Subsidiary of the Company) following the commencement of, or announcement of an intention to make, commences a tender offer or exchange offer the consummation of which that would result in the beneficial ownership by such person (together with his affiliates and associates) holding a person or group total of 1530% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevidenced by the Company's Common Stock certificates. On the date (the "Flip-in Date") when a person (together with his affiliates and associates) has acquired, with respect or has obtained the right to any acquire, 20% or more of the outstanding shares of Common Stock certificates (an "Acquiring Person"), each Right (other than Rights owned by an Acquiring Person, his affiliates or associates or any transferees thereof, each of whose Rights become void) will automatically become a right to buy, at the Purchase Price, that number of shares of Common Stock having a market value of twice the Purchase Price. If a Flip-in Date has occurred, the Board may, under certain circumstances and in lieu of allowing Rights to be exercised, exchange each outstanding as Right (other than Rights that have become void) for one share of Common Stock 2 (or, in certain cases, other securities or assets of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoCompany). The Rights Agreement provides that, until the Distribution DateIn addition, the Rights will be transferred with and only with Company may not consolidate or merge with, or sell 50% or more of its assets or earning power to, any person unless proper provision is made so that each Right would thereafter become a right to buy, at the Common StockPurchase Price, that number of shares of common stock of such person having a market value of twice the Purchase Price. Until the close of business on the Distribution Date (or earlier exchange, redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or February 19, 1996, upon transfer or new issuance of Common Stock issuance, will contain a notation incorporating the Rights Agreement by reference. Until the close of business on the Distribution Date (or earlier exchange, redemption or expiration of the Rights), ) the surrender for transfer of any certificates for shares of the Company's Common Stock outstanding as of certificates, with or without the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoabove notation, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Company's Common Stock as of the Close close of Business business on the Distribution Date and such separate Right Certificates certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 28, 2006, unless earlier redeemed by the Company as described below. The Purchase Price payable, and the number of Preferred Shares shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesCommon Stock, (ii) upon the grant to record holders of the Preferred Shares Common Stock of certain rights or warrants to subscribe for shares of Common Stock or purchase Preferred Shares convertible securities at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares Common Stock or (iii) upon the distribution to record holders of the Preferred Shares Common Stock of evidences of indebtedness or assets (excluding other than regular periodic cash dividends paid out at a rate not in excess of earnings or retained earnings 200% of the rate of the last such dividend or dividends payable in Preferred SharesCommon Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares shares will be issued (other than fractions which are integral multiples issued. In lieu of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereoffractional shares, an adjustment in cash will be made based on the market price of the Preferred Shares Common Stock on the last trading day date prior to the date of exerciseexercise of the Rights. At any time prior to the tenth day following the time any Person becomes a person shall become an Acquiring Person, the Board of Directors of the Company may elect to redeem the Rights in whole, but not in part, at a price of $0.01 .05 per Right (the "Redemption Price"). The redemption Immediately upon the action of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Company electing to redeem the Rights, the Company shall make public announcement thereof, and from the time of such announcement, the right to exercise the Rights will terminate and the only right thereafter of the holders of record of Rights will be to receive the Redemption Price, but without any interest thereon. The terms In addition, the Company may suspend the exercisability of the Rights may be amended by for up to 90 days after the Board of Directors of Distribution Date or the Company without the consent of the holders of the RightsFlip-in Date for, except that from and after such time as anyamong other reasons, to comply with federal or state securities laws.

Signature. NOTICE The signature in on the foregoing Forms of Assignment and Election to Purchase and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES AGREEMENT On September 12February 24, 20001998, the Board of Directors of NETsiliconMaxicare Health Plans, Inc. (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Common Shares"), of the Corporation. The dividend is payable to the stockholders of record on March 16, 1998 (the "Record Date"), and with respect to Common Shares issued thereafter, until the Distribution Date (as defined below) and, in certain circumstances, with respect to Common Shares issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one five-hundredth of a share of Series B Preferred Stock, $0.01 par value (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 45.00 per one onefive-thousandth hundredth of a Preferred Share (the "Purchase Price")) , subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"), dated as of February 24, 1998. Until Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after date of a public announcement that that, without the prior consent of a majority of the Disinterested Directors (as defined below), a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares (except pursuant to a Permitted Offer, as hereinafter defined), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person". The date that a person or group announces publicly that it has become an Acquiring Person is the Rights will be evidenced, "Shares Acquisition Date". Any current holder that has previously advised the Corporation that it holds in excess of 15% of the Common Shares has been "grandfathered" with respect to any of the Common Stock certificates outstanding as of the Record Dateits current position, by such Common Stock certificate with a copy of this Summary of Rights attached including an allowance for certain small incremental additions thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 26, 20001998, the Board of Directors of NETsiliconWalden Residential Properties, Inc. (the "Company") declared a dividend div▇▇▇▇▇ of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares"), of the Company. The dividend is payable on April 20, 1998 (or such earlier date as may be determined by the Board of Directors of the Company) outstanding to all holders of record of Common Shares as of the close of business on September 23April 7, 2000 1998 (or such earlier date as may be determined by the Board of Directors of the Company (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 70.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and BankBoston, N.A., Boston, Massachusetts, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of evidenced by the certificates representing Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate Shares with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on April 20, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of 1,000 (i) One Dollar and No/100 ($1.00) per share or (ii) 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right (other than an Acquiring Person and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group and their respective affiliates and associates which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day or within 10 business days following the time any Person becomes an Acquiring Personacquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board of Directors may supplement or amend the Right Agreement without the approval of the holders of Rights. From and after such time as any person or group of affiliated or associated persons become an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of the Rights (other than the Acquiring Person or an affiliate or associated of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyantidilution provisions) or (ii) provide for an earlier Final Expiration Date.

Signature. NOTICE Note: The above signature in the foregoing Forms of Assignment and Election must conform to correspond with the name as written upon the face of this Right Warrant Certificate in every particular, without alteration or enlargement or any change whatsoeverwhatever. Signature Guaranteed: _____________________________ [FORM OF ASSIGNMENT] For value received _______________________ hereby sells, assigns and transfers unto _____________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated ____________________, ____ Signature: ________________________________________ Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _____________________________ A-11 SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS1 ----------------------------------------------- The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants of Amount of Amount of this Global decrease in increase in Warrant Signature of Number of Number of following authorized Date of Warrants of this Warrants of this such decrease officer of Exchange Global Warrant Global Warrant (or increase) Warrant Agent -------------------------------------------------------------------------------------------- ---------------------------------- 1This is to be included only if the Warrant is in global form. EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL WARRANT Any Global Warrant authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Purchase Common Stock (the "Warrants") of MATTRESS DISCOUNTERS HOLDING ------------------------------- CORPORATION ------------------------------------ This Certificate relates to ____ Warrants held in* ___ book-entry or* _______ certificated form by ______ (the "Transferor"). The Transferor:* [_] has requested the Warrant Agent by written order to deliver in exchange for its beneficial interest in the Global Warrant held by the Depository a Warrant or Warrants in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Warrant (or the portion thereof indicated above); or [_] has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the event Transferor does hereby certify that Transferor is familiar with the certification set forth Warrant Agreement relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 1.08 of such Warrant Agreement, and that the Form transfer of Assignment or this Warrant does not require registration under the Form Securities Act of Election to Purchase1933, as amended (the case may be"Act") because*: --- [_] Such Warrant is being acquired for the Transferor's own account, is not completed, the Company and the Rights Agent will deem the beneficial owner without transfer (in satisfaction of Section 1.08(a)(y)(A) or Section 1.08(d)(i)(A) of the Rights evidenced by this Right Certificate Warrant Agreement). [_] Such Warrant is being transferred to be an Acquiring Person or an Affiliate or Associate thereof a qualified institutional buyer (as defined in Rule 144A under the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become voidAct), in whole reliance on Rule 144A. [_] Such Warrant is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or in part, at an exchange ratio (7) of one share of Common Stock per Right (subject to adjustmentRule 501 under the Act). With certain exceptions, no adjustment [_] Such Warrant is being transferred in reliance on Regulation S under the Purchase Price will be required until cumulative adjustments require Act. [_] Such Warrant is being transferred in accordance with Rule 144 under the Act. [_] Such Warrant is being transferred in reliance on and in compliance with an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at exemption from the election registration requirements of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyAct.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12May 7, 20001998, the Board of Directors of NETsiliconLee Enterprises, Inc. Incorporated (the "Company") declared a dividend of ▇▇ one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 2.00 per share (the "Common Stock") outstanding ), and Class B common stock, par value $2.00 per share ("Class B Common Stock"), of the Company. Shares of Common Stock and Class B Common Stock are referred to herein as "Common Shares." The dividend is payable on September 23May 29, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Convertible Preferred Stock, without par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 150 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The First Chicago Trust Company of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 31, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share but will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votesone vote, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share Common Share or one one-thousandth of Common Stock a Preferred Share per Right (subject to adjustment)Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Amended and Restated Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONFORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To P-COM, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") The undersigned hereby irrevocably elects to the stockholders of record on that date. Each Right entitles the registered holder exercise ______________ Rights represented by this Rights Certificate to purchase from the Company one one-thousandth of a share Units of Series A Junior Participating Preferred Stock, par value $0.01 per share (Stock issuable upon the "exercise of such Rights and requests that certificates for such Series A Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, Stock be issued in the case of Osicom Technologies, Inc. name of: Please insert social security __________________________________________________ or other identifying number (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (iiPlease print name and address) 10 business days (or If such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary number of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will shall not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if all the Rights evidenced by this Right Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security _________________________________________________ or other identifying number (Please print name and address) Dated: ________________, 200_ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in a Securities Transfer Association Inc. recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or not beneficially owned by an Acquiring Person or an Affiliate or Associate or Affiliate of an Acquiring Person thereof (as such terms are defined in the Amended and Restated Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature By: --------------------------- ----------------------------------- Siegfried ▇▇▇▇ ▇▇▇▇ Print Name: Print Name: -------------------------- --------------------------- Signature: --------------------------- Print Name: -------------------------- BORROWER'S APPOINTMENT OF FARO AS AGENT In consideration of the covenants contained above, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Borrower and FARO, Borrower hereby appoints FARO as his agent and attorney-in-fact (the "Agent") to sell or otherwise dispose of (i) any portion or all of the Collateral (as referred to and defined in Section 1 above) including, but not limited to, the foregoing Forms of Assignment Registered Shares and Election must conform Non-registered Shares that are components thereof; and (ii) any additional Registered Shares and/or Non-registered Shares that Borrower delivers to FARO pursuant to the name terms and conditions of the Loan Documents. Borrower covenants and agrees to make all such reasonable arrangements, do and perform all such reasonable acts and things, execute and deliver all such certificates, documents and other instruments, and to take such further reasonable actions as written upon FARO may deem necessary or advisable to effect the face sale of this Right Certificate Registered Shares pursuant to the S-1 Registration Statement, or Non-registered Shares in every particular, without alteration or enlargement or any change whatsoever. In compliance with the event the certification set forth above in the Form requirements of Assignment or the Form of Election to PurchaseRule 144, as the case may be, as Borrower's Agent and on Borrower's behalf. Borrower grants FARO full and unfettered authorization to dispose of the Collateral, and any portion thereof, in accordance with the terms and conditions of the Note, as well as any other applicable provision of the Loan Documents. Further, Borrower agrees to indemnify and hold FARO harmless from liability for any and all losses or damages asserted or suffered by any party as a result of FARO's performance as Borrower's Agent. FARO's appointment hereunder is irrevocable and shall remain in full force and effect for so long as Borrower has not completedsatisfied all of his obligations pursuant to the Loan Documents. FARO hereby accepts its appointment as Borrower's Agent under the terms and conditions hereof. The appointment and authorization effected hereby, the Company and the Rights Agent will deem indemnification provided for herein, shall (i) inure to the beneficial owner benefit of FARO, its successors and assigns; and (ii) be binding upon Borrower, his heirs and assigns. FARO Technologies, Inc. By: ------------------------------------- ----------------------------------- Siegfried ▇▇▇▇ ▇▇▇▇ Name: --------------------------------- Title: -------------------------------- EXHIBIT 10.5-B SCHEDULE A THE SHARES 88,741 shares of the Rights evidenced issued and outstanding common stock of FARO Technologies, Inc., a Florida corporation, which is arrived at as a result of dividing the original principal sum of the Note (stated in US dollars) by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 2000, the Board of Directors of NETsilicon, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value US $.01 per share 6.375 (the "Common StockShares") outstanding on September 23). ▇▇▇▇▇▇▇ ▇▇.▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ July 5, 2000 I, the undersigned, Siegfried ▇▇▇▇ ▇▇▇▇, an individual resident of Germany (the "Record DateAffiant") whose current mailing address is ▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereby represent and warrant as follows: That Affiant is the sole record owner and entitled to the stockholders possession of record on that date. Each Right entitles the registered holder to purchase from Certificate(s) described below representing an aggregate of one hundred eighty-one thousand nine hundred nineteen (181,919) shares of the Company one one-thousandth issued and outstanding common stock of FARO Technologies, Inc., a share of Series A Junior Participating Preferred Stock, par value $0.01 per share Florida corporation (the "Preferred SharesCompany"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (such Certificate(s) being referred to hereafter as the "Purchase PriceOriginal Certificate(s)"). Certificate Date of Registered in Number Number Certificate the Name of of Shares ------------ ----------- ------------- ---------- ____________ ___________ Siegfried ▇▇▇▇ ▇▇▇▇ __________ ____________ ___________ Siegfried ▇▇▇▇ ▇▇▇▇ __________ Affiant hereby certifies that, subject apart from the security interest granted to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company pursuant to that certain Pledge Agreement dated and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding made effective as of the Record Date, by such Common Stock certificate with a copy date of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (Affiant in favor of Company, no other person has any right, title or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) interest in the event of a stock dividend onOriginal Certificate(s) or the securities represented thereby. Affiant will not hereafter sell, assign, transfer, hypothecate, pledge or a subdivision, combination or reclassification otherwise dispose of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), either in whole or in part, at an exchange ratio such Original Certificate(s) or the securities represented thereby, nor give any person any power of one share attorney, order or other authority of Common Stock per Right (subject any kind or nature whatsoever to adjustment). With certain exceptionstransfer such Original Certificate(s) or the securities represented thereby, no adjustment in or any part or portion thereof or interest therein, without first obtaining the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election written consent of the Company. Further, be evidenced Affiant says that this affidavit and agreement are made in order to introduce the Company to extend credit and other financial accommodations to Affiant. IN CONSIDERATION THEREFOR, Affiant hereby agrees for Affiant and Affiant's heirs, legal representatives and assigns that in case any of Affiant's representations herein are materially false or misleading, or in the event that Affiant breaches or violates any of his undertakings herein, Affiant agrees for Affiant and Affiant's heirs, legal representatives and assigns to indemnify and save harmless the Company, the Company's successors or assigns and the Company's directors, officers and employees from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which they sustain or incur by depository receipts) and in lieu thereofreason of their reliance on any such false or misleading representation, an adjustment in cash will be made based on the market price or due to any breach or violation by Affiant. EXHIBIT 10.5-C All obligations of the Preferred Shares on Affiant hereunder shall be binding upon the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring PersonAffiant, the Board of Directors of the Company may redeem the Rights in wholehis heirs, but not in partlegal representatives, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anysuccessors or assigns.

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C --------- SEATTLE FILMWORKS, INC. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES On September 12, 2000, the The Board of Directors (the "Board") of NETsiliconSeattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the shareholders of record on September 23December 27, 2000 1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth (1/1000th) of a share of Series A Junior Participating RP Preferred Stock, $.01 par value $0.01 per share (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 22.00 per one one-thousandth (1/1000th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and ChaseMellon Shareholder Services L.L.C., as Rights Agents Agent (the "Rights Agent"), dated as of December 16, 1999. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Company Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), . A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be evidenced, deemed an Acquiring Person with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretosecurities. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on December 27, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Shares Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of shares of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of shares of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Shares Stock will be entitled to a minimum preferential liquidation payment per share in an aggregate payment amount equal to the greater of $22.00 or 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 votes(subject to certain adjustments for stock splits, voting together stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Shares' dividendStock shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value (1/1000th), or integral multiples of one one-thousandth (1/1000th) of a share of Common Preferred Stock. From and after , which may, at the occurrence of an event described in Section 11(a)(ii) election of the Rights AgreementCorporation, if the Rights be evidenced by this Right Certificate are or were at any time depositary receipts) and in lieu thereof, an adjustment in cash will be made based on or after the earlier market price of (x) the Preferred Stock on the last trading day prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $0.01 .001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights may be made effective at such timeAgent, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption all of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date, except that the affirmative vote of the holders of a majority of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) to increase the Purchase Price, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse to the interests of the holders of Rights, except that from the exchange ratio of rights for shares of Common Stock and after such time as any(ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect.

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C --------- ALZA CORPORATION ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, INC. ▇▇ ▇▇▇▇▇ FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES On September 12, 2000, the The Board of Directors (the "Board") of NETsilicon, Inc. ALZA Corporation (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the stockholders of record on September 23January 5, 2000 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one oneten-thousandth (1/10,000th) of a share of Series A Junior Participating RP Preferred Stock, $.01 par value $0.01 per share (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 per one oneten-thousandth (1/10,000th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"), dated as of December 17, 1999. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of the Company Common Stock (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), . A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights will be evidenced, with respect Agreement. The date that a person or group is first publicly announced to any of have become such by the Common Stock certificates outstanding as of Corporation or such Acquiring Person is the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on December 17, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its stockholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one ten-thousandths (1/10,000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of 50% or more of the shares of Common Stock. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Shares Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of shares of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of shares of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one oneten-thousandths (1/10,000ths) of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 10,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Shares Stock will be entitled to a minimum preferential liquidation payment per share in an aggregate payment amount equal to the greater of 1,000 $200.00 or 10,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votesStock plus an amount equal to accrued and unpaid dividends and distributions thereon, voting together whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 10,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 10,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 10,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Shares' dividendStock shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one oneten-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value (1/10,000th), or integral multiples of one ten-thousandth (1/10,000th) of a share of Common Preferred Stock. From and after , which may, at the occurrence of an event described in Section 11(a)(ii) election of the Rights AgreementCorporation, if the Rights be evidenced by this Right Certificate are or were at any time depositary receipts) and in lieu thereof, an adjustment in cash will be made based on or after the earlier market price of (x) the Preferred Stock on the last trading day prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $0.01 .001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights may be made effective at such timeAgent, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption all of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation in order to cure any ambiguity, defect or inconsistency, to make changes that do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that from and after such or, subject to certain limitations, to shorten or lengthen any time as anyperiod under the Rights Agreement.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12Pursuant to the Rights Agreement dated as of July 25, 20001990 and amended and restated as of August 29, 1996 and May 13, 1997 (the "Rights Agreement") between Octel Communications Corporation (the "Company") and The First National Bank of Boston, as Rights Agent (the "Rights Agent"), the Board of Directors of NETsilicon, Inc. the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding on September 23), 2000 (of the "Record Date") to the stockholders of record on that dateCompany. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 100 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. ================================================================================ NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completedcompleted in connection with a purported exercise, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Assignment Rights Certificate to be void and not transferable or Election to Purchase will not be honoredexercisable. NETSILICON================================================================================ June 10, INC. 1997 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12Effective as of June 10, 20001997, the Board of Directors of NETsilicon, Inc. First McMinnville Corporation (the "Company") adopted a Shareholders Rights Agreement (the "Rights Agreement") and authorized and declared a dividend of one preferred common share purchase right (a "Right") for each outstanding share of the Company's common voting stock, par value $.01 2.50 per share (the "Common StockShares") outstanding ). The dividend is payable on September 23June 30, 2000 1997, to the Shareholders of record on that date (the "Record Date"), and with respect to Common Shares issued thereafter until the Distribution Date (as hereinafter defined) to or the stockholders expiration or earlier redemption or exchange of record on that datethe Rights. Each Except as set forth below, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at any time after the Distribution Date one Common Share at a price per share of One Hundred Twenty Dollars ($200.00 per one one-thousandth of a Preferred Share 120.00), subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are as set forth in a Rights Agreement (the "Rights Agreement") between . Initially the Company Rights will be attached to all certificates representing Common Shares than outstanding, and no separate Rights Agents (Certificates will be distributed. The Rights will separate from the "Rights Agent"). Until Common Shares upon the earlier to occur of (i) Ten (10) days after the tenth calendar day after a public announcement that of a person person's or group of affiliated or associated persons persons' having acquired beneficial ownership of Ten Percent (10%) or more of the outstanding Common Shares (such person or group being hereinafter referred to as an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company ; or (ii) 10 business Ten (10) days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, group's becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with with, and only with with, the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on Monday, June 4, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and on terms which a majority of certain members of the Board of Directors determines to be adequate and in the best interests of the Company, its stockholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to acquire a Common Share for a purchase price equal to an amount of Fifteen Percent (15%) (adjustable up to One-Third (33 1/3%)) of the then current market price. Notwithstanding the foregoing, all Rights that are, or were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void and not exercisable. In the event that, at any time following the Distribution Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to June 10, 1997 the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than Fifty Percent (50%) of the Company's assets or earning power is sold or transferred, then each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise and payment of the Purchase Price, common shares of the acquiring company having a value equal to two times the Purchase Price. If a transaction would otherwise result in a holder's having a Flip-In as well as a Flip-Over Right, then only the Flip-Over Right will be exercisable; if a transaction results in a holder's having a Flip-Over Right subsequent to a transaction resulting in a holder's having a Flip-In Right, a holder will have Flip-Over Rights only to the extent such holder's Flip-In Rights have not been exercised. The Purchase Price payable, and the number of Preferred Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred of Common Shares, (ii) upon the grant to holders of the Preferred Common Shares of certain rights or warrants to subscribe for or purchase Preferred Common Shares at a price, or securities convertible into Preferred Common Shares with a conversion price, less than the then current market price of the Preferred Shares Common Shares, or (iii) upon the distribution to holders of the Preferred Common Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Common Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptionsHowever, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least One Percent (1% in such Purchase Price%). No fractional Preferred Common Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Common Shares on the last trading day prior to the date of exerciseexercise if the Common Shares are publicly traded or, if not, then as determined by the Board of Directors or other authorized representative of the Company. At any time prior to the tenth day following the time any Person a person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms At any time after any person becomes an Acquiring Person and prior to the acquisition by such person or group of Common Shares representing Fifty Percent (50%) or more of the then outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights which have become null and void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). All of the provisions of the Rights Agreement may be amended prior to the Distribution Date by the Board of Directors of the Company without for any reason it deems appropriate. Prior to the consent Distribution Date, the Board is also authorized, as it deems appropriate, to lower the thresholds for distribution and Flip-In Rights to not less than the greater of (i) any percentage greater than the largest percentage then held by any shareholder, or (ii) Ten Percent (10%). After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that from and after such or, subject to certain limitations, to shorten or lengthen any time as anyperiod under the Rights Agreement.

Signature. NOTICE ------ The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 17, 20001998, the Board of Directors of NETsilicon, Inc. ABC Bancorp (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.00 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23March 6, 2000 1998 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, no par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 81.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and SunTrust Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anythe

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE SERIES ONE PREFERRED SHARES On September 12July 25, 20001997, the Board of Directors of NETsilicon, Inc. declared NABI (the "Company") adopted a Shareholder Rights Plan pursuant to which a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .10 per share (the "Common StockShares") outstanding ), of the Company will be distributed to the stockholders of record as of the close of business on September 23August 27, 2000 1997 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating One Preferred Stock, par value $0.01 .10 per share (the "Series One Preferred Shares"), of the Company, at a price of $200.00 70.00 per one one-thousandth one- hundredth of a Series One Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on the close of business on August 1, 2007 (the "Final Expiration Date"), unless the Rights are earlier redeemed by the Company, as described below. The Purchase Price payable, and the number of Series One Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series One Preferred Shares, (ii) upon the grant to holders of the Series One Preferred Shares of certain rights or warrants to subscribe for or purchase Series One Preferred Shares at a price, or securities convertible into Series One Preferred Shares with a conversion price, less than the then current market price of the Series One Preferred Shares Shares, or (iii) upon the distribution to holders of the Series One Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Series One Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Series One Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Series One Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Series One Preferred Share will be entitled to a quarterly dividend payment equal to the greater of 1,000 (a) $1.00 or (b) 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Series One Preferred Shares will also be entitled to an aggregate a preferential payment equal to the greater of 1,000 (a) $1.00 per share plus all accrued and unpaid dividends, whether or not declared, and (b) 100 times the aggregate payment made per share of Common StockShare. Each Series One Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Series One Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Series One Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Series One Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after following the date of the first public announcement that a Person becomes person has become an Acquiring PersonPerson (the "Shares Acquisition Date"), the Company is acquired in a merger or other business combination transaction or 50% or more of the value of its consolidated assets or earning power are soldsold or otherwise transferred, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person (unless such person first acquires 15% or more of the outstanding Common Shares by a purchase pursuant to a tender offer for all of the Common Shares for cash, which purchase increases such person's beneficial ownership to 90% or more of the outstanding Common Shares), proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Series One Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series One Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Series One Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Series One Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following close of business on the time any Person becomes an Acquiring PersonShares Acquisition Date (but not thereafter), the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The Subject to the foregoing, the redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the Shares Acquisition Date no such time amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

Signature. NOTICE Address: ------------------------------------ ------------------------------------ EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto: NAME OF ASSIGNEE ADDRESS NO. OF SHARES ---------------- ------- ------------- Dated: Signature: ----------------------- ---------------------------------- Signature Guaranteed: By: -------------------------- The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the foregoing Forms Securities Exchange Act of Assignment and Election must conform 1934. EXHIBIT B THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. 9 Number of Shares: 300,000 (subject to the name as written upon the face adjustment) Date of this Right Certificate in every particularIssuance: October 27, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON2000 STUDENT ADVANTAGE, INC. SUMMARY OF RIGHTS TO COMMON STOCK PURCHASE PREFERRED SHARES On September 12WARRANT (VOID AFTER OCTOBER 26, 20002002) Student Advantage, the Board of Directors of NETsiliconInc., Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share Delaware corporation (the "Common StockCompany") outstanding on September 23), 2000 for value received, hereby certifies that Hare & Co. f/b/o John ▇▇▇c▇▇▇ ▇▇▇ll Cap Value Fund, or its registered assigns (the "Record DateRegistered Holder") ), is entitled, subject to the stockholders of record on that date. Each Right entitles the registered holder terms and conditions set forth below, to purchase from the Company one one-thousandth Company, at any time or from time to time on or after the date of a share issuance and on or before 5:00 p.m. (Boston time) on October 26, 2002, 300,000 shares of Series A Junior Participating Preferred Common Stock, $.01 par value $0.01 per share (the "Preferred Shares")share, of the Company, at a purchase price of $200.00 6.00 per one one-thousandth share. The shares purchasable upon exercise of a Preferred Share (this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any," respectively.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12October 25, 20002004, the Board of Directors (the "Board of NETsilicon, Inc. Directors") of GameStop Corp. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockClass A Common Stock, par value $.01 .001 per share, of the Company ("Class A Shares"), and each outstanding share of Class B Common Stock, par value $.001 per share, of the Company ("Class B Shares", and together with the Class A Shares, the "Common StockShares") outstanding ). The dividend is payable on September 23October 28, 2000 2004 (the "Record Date") to the stockholders of record at the close of business on that date. The Board of Directors has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date (as defined below), the Final Expiration Date (as defined below) and the date the Rights are redeemed. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of a series of preferred stock, designated as Series A Junior Participating Preferred Stock, par value $0.01 .001 per share (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 100.00 per one one-thousandth of a Preferred Share share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The Bank of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that that, without the prior consent of the Board of Directors, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, or more of the Voting Power of the outstanding Common Shares (or an additional 5% or more of the Voting Power of the outstanding Common Shares in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, any Acquiring Person who beneficially owns 15% or more of the outstanding voting securities Voting Power of the Company outstanding Common Shares as of October 28, 2004) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities the Voting Power of the Company outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached theretoShare certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 28, 2014 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of one one-thousandth shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights associated with each Common Share and the number voting and economic rights of each one one-thousandths thousandth of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be null and void), will thereafter have the right to receive upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend Right and payment of 1,000 times the dividend declared per share then current Purchase Price that number of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in thousandths of a share of Preferred Share purchasable upon exercise of each Right should approximate the Stock having a market value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rightstwo times that Purchase Price. In the event that, at any time after a Person becomes an Acquiring Personthe Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times that Purchase Price. If the Company does not have sufficient shares of Preferred Stock to satisfy such obligation to issue Preferred Stock, or if the Board of Directors so elects, the Company shall deliver upon payment of the Purchase Price of a Right an amount of cash, Common Shares or other securities equivalent in value to the shares of Preferred Stock issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the Purchase Price then in effect, shares of Preferred Stock (to the extent available) and cash equal in value to the difference between the value of the shares of Preferred Stock otherwise issuable upon the exercise of a Right and the Purchase Price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of Preferred Stock to permit the issuance of Preferred Stock upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the Voting Power of the outstanding Common Shares and prior to the acquisition by any such person or group of a majority 50% or more of the Voting Power of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one one-thousandth of a share of Preferred Stock or one Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depository receiptsStock) and in lieu thereof, an adjustment in cash will be made made, based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring PersonVoting Power of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Preferred Stock purchasable upon the exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such stock). Each share of Preferred Stock will be entitled to a preferred dividend equal to the greater of (a) $1.00 or (b) 1,000 times any dividend declared on the Common Shares. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon. Each share of Preferred Stock will have 10,000 votes, voting together with the Common Shares. Notwithstanding the immediately preceding sentence, in the event that dividends on the Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, holders of the Preferred Stock shall have the right, voting as a class, to elect two of the Company's Directors. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount and type of consideration received per Common Share. The rights of the Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock will be issuable. In lieu of fractional shares other than fractions that are multiples of one one-thousandth of a share, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12November 29, 20001995, the Board of Directors of NETsilicon, Inc. Dell Computer Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23December 13, 2000 1995 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 225 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Chemical Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (other than (A) the Company, (B) a majority owned subsidiary of the Company, (C) any employee benefit plan of the Company or any majority-owned subsidiary of the Company, (D) any entity holding Common Shares for or pursuant to the terms of any such plan or (E) Mr. ▇▇▇▇▇▇▇ ▇. ▇▇▇l, his affiliates and associates, his heirs, and any trust or foundation to which he has transferred or may transfer Common Shares of the Company ("Mich▇▇▇ ▇▇▇▇", ▇nd each of the persons listed in (A) through (E) above, an "excepted person")) (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from transferred with and after such time as anyonly with

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 3, 20001996, the Board of Directors of NETsilicon, Covance Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .50 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23December 31, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 100 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ▇▇▇▇▇▇ Trust and Savings Bank, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1520% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $10 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are soldsold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person person or group becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12April 9, 20001997, the Board of Directors of NETsiliconPharmacyclics, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock (the "Common Stock"), par value $.01 .0001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23May 1, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .0001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 125.00 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 9, 1997 (the "Rights Agreement") between the Company and the First National Bank of Boston, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or Date, upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Rights Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE ------ The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. 151 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12June 28, 2000, the Board of Directors of NETsiliconCeladon Group, Inc. (the "Company") declared a dividend distribution of one preferred share stock purchase right (a "Right") for each outstanding share of common stockCommon Stock, $.033 par value $.01 per share value, of the Company (the "Common StockShares") outstanding ), payable to the stockholders of record on September 23July 20, 2000 (the "Record Date"). The Board of Directors also authorized and directed the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) to (or the stockholders earlier redemption or expiration of record on that datethe Rights). Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, $1.00 par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share 55.00, subject to adjustment (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Fleet National Bank, as Rights Agents Agent (the "Rights Agent"), dated as of July 20, 2000. Until Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after a public announcement disclosure that a person or entity (a "Person") or group of affiliated or associated persons Persons (an a "Acquiring PersonGroup") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares; or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person Person or group of 15% or, in the case of the Grandfathered Stockholder, Group becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a Person or Group becomes an Acquiring Person is the "Stock Acquisition Date." The Preferred Shares purchasable upon exercise of the Rights will be evidencedentitled, with respect when, as and if declared, to any receive a minimum preferential quarterly dividend payment of the greater of (1) $1.00 per share and (b) an amount equal to 100 times the dividend declared per Common Stock certificates outstanding as Share. In the event of liquidation, dissolution or winding up of the Record DateCompany, the holders of the Preferred Shares will be entitled to receive a minimum liquidation payment of the greater of (a) $100 per share and (b) an amount equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the Preferred Shares as to dividends and liquidation, 152 and in the event of mergers and consolidation, are protected by such customary anti-dilution provisions. Because of the nature of the Preferred Share dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Stock certificate with a copy of this Summary of Rights attached theretoShare. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon the transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date, and will expire at the close of business on July 20, 2010, unless earlier redeemed by the Company as described below. In the event that any person becomes an Acquiring Person, each holder of Rights (other than Rights that have become null and void as described below) will thereafter have the right (the "Flip-In Right") to receive, upon exercise of such Rights, the number of Common Shares (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such triggering event) equal to two times the aggregate exercise price of such Rights. For example, if a Person became an Acquiring Person at a time when the current per share market price of the Company's Common Shares is $20 and the Purchase Price was $100, each holder of a Right (other than a Right which has become null and void as described herein) would have the right to receive ten Common Shares upon exercise of the Right and payment of the Purchase Price of $100. Following the occurrence of the event described above, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person or any affiliate or associate thereof or certain transferees thereof will be null and void. The Board, at its option, may at any time after any Person becomes an Acquiring Person exchange all or part of the then issued and outstanding Rights (other than those that have become null and void as described above) for Common Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or more of the Common Shares at the time of such exchange. 153 In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Company's assets or earning power is sold or transferred, then each holder of Rights (except Rights which previously have been voided as discussed above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise of such Rights, common shares of the acquiring company (or in certain circumstances, its parent) having a value equal to two times the aggregate exercise price of the Rights. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of Preferred Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Common Shares, (ii) upon the grant to holders of the Preferred Common Shares of certain rights or warrants to subscribe for or purchase Preferred Common Shares at a price, or securities convertible into Preferred Common Shares with a conversion price, less than the then current market price of the Preferred Shares Common Shares, or (iii) upon the distribution to holders of the Preferred Common Shares of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Common Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Shareand, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Common Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The , which redemption of the Rights may shall be made effective at such time, on such basis and with such conditions as the Board of Directors may establish in its sole discretion may establishdiscretion. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in Common Shares. All of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Company without Rights Agreement may be amended by the consent Board of Directors in order to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the Rights, except that from and after such time as anyinterests of any Acquiring Person).

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate such assignment or election to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 20, 20002012, the Board of Directors of NETsilicon, Inc. Affinity Gaming (the “Company”) declared a dividend of one preferred share purchase right (a "“Right"”) for each outstanding share of common stockCommon Stock, par value $.01 0.001 per share (the "“Common Stock"Shares”) outstanding on September 23December 21, 2000 2012 (the "“Record Date"”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 0.001 per share (the "“Preferred Shares"”), of the Company, at a price of $200.00 45.00 per one one-thousandth of a Preferred Share represented by a Right (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "“Rights Agreement"”) between the Company and American Stock Transfer & Trust Company, LLC, a federally chartered trust company, as Rights Agents Agent (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Company Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called dates, the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate or, with respect to any uncertificated Common Shares registered in book entry form (“Book Entry Shares”), by notation in book entry, in either case together with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C FLOW INTERNATIONAL CORPORATION UNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT AMENDMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT AMENDMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 7, 20001990, the Board of Directors of NETsiliconFlow International Corporation (the "Company") adopted a Preferred Share Purchase Rights Plan which was designated to maximize stockholder value, Inc. and declared a dividend of one preferred share shares purchase right (a the "RightOriginal Rights") for each outstanding share of common stock, no par value $.01 per share share, of the Company (the "Common Stock") outstanding on ). The Original Rights contain provisions to protect stockholders in the event of an unsolicited attempt to acquire the Company, including a gradual accumulation of shares in the open market, a partial or two-tier tender offer that does not treat all stockholders equally, or a squeeze-out merger and other abusive takeover tactics which the Board believes are not in the best interests of our stockholders. By their terms, the Original Rights expire June 17, 2000. The term of the Original Rights has been extended, however, for another ten year period, expiring September 231, 2000 2009 (the "Record DateRights") ). In addition, the Board has authorized other changes to the stockholders of record on that dateOriginal Rights. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights Such changes are set forth in a an Amended and Restated Rights Agreement (the "Rights AgreementAgreement Amendment") between the Company and ChaseMellon Shareholder Services, LLC, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12___________, 20001997, the Board of Directors of NETsiliconCriticare Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .04 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23________, 2000 1997 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating one Preferred Stock, par value $0.01 per share (the "Preferred Shares"), Share of the Company, Company at a price of $200.00 ____ per one one-thousandth of a Preferred Share hundredth share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Initially, the Rights are attached to all certificates representing Common Shares then outstanding and no separate certificates representing the Rights will be distributed. The Rights will separate from the Common Shares upon the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 1520% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 1530% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares; (ii) new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date ; and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretonotation, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on April 1, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of one one-hundredths Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will would be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No The Company is not required to issue any fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will may be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. If, without the prior approval of a majority of the Disinterested Directors, (i) the Company is the surviving corporation in a merger with an Acquiring Person and the Common Shares are not changed or exchanged (a "Surviving Merger"), (ii) a Person becomes the beneficial owner of more than 30% of the then outstanding Common Shares, (iii) an Acquiring Person engages in one or more "self-dealing" transactions as set forth in the Rights Agreement, or (iv) during such time as there is an Acquiring Person, an event occurs which results in such Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), at any time following the Distribution Date (but no earlier than the expiration of the redemption period of the Rights), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person would be null and void. For example, at an exercise price of $20 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $40 worth of Common Shares (or other consideration, as noted above) for $20. Assuming that the Common Shares had a per share value of $10 at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $20. If, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction (other than a Surviving Merger) or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. At any time prior to the tenth twentieth day following after the time any Person becomes an Acquiring Personacquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Other than those provisions relating to the principal economic terms of the Rights and an amendment lengthening the redemption period of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company without prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except or to shorten or lengthen any time period under the Rights Agreement; provided, however, that from and after such no amendment to lengthen the time as anyperiod governing redemption shall be made.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12February 13, 20002003, the Board board of Directors directors of NETsiliconDiscovery Partners International, Inc. (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of our common stock, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") stock to the stockholders of record at the close of business on that dateFebruary 24, 2003. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series A Junior Participating Preferred Stockpreferred stock, par value $0.01 per share (the "Preferred SharesStock"), of the Company, at a purchase price of $200.00 per one one-thousandth of a Preferred Share (the "Purchase Price")19.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent. Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed (the "Rights AgentDistribution Date"). Until The Distribution Date will occur on the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired (subject to certain exceptions) acquired, or obtained the right to acquire, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of our common stock (the Company "Share Acquisition Date"), other than as a result of repurchases of stock by the Company, or (ii) 10 business ten days (or such a later date as may be determined by action of that the Board of Directors prior to such time as any Person becomes an Acquiring Personboard shall determine) following the commencement of, or public announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in the beneficial ownership by a person or group of beneficially owning 15% or, in the case or more of the Grandfathered Stockholder, outstanding shares of our common stock. We have separately provided that Applera Corporation's current holdings (plus an additional 1%, or more % of such our outstanding voting securities of stock) will not cause Applera to be an Acquiring Person nor cause a Share Acquisition Date to occur. Until the Company (the earlier of such dates being called the "Distribution Date"), (i) the Rights will be evidenced, with respect to any of evidenced by the Common Stock common stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights and will be transferred with and only with the Common Stock. Until the Distribution Date our common stock certificates, (or earlier redemption or expiration of the Rights), ii) new Common Stock common stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock record date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date reference and (or earlier redemption or expiration of the Rights), iii) the surrender for transfer of any certificates for shares of Common Stock common stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock common stock represented by such certificate. As soon Pursuant to the Rights Agreement, the company reserves the right to require prior to the occurrence of a Triggering Event (as practicable following defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued. The Rights can not be exercised until the Distribution Date and will expire at the close of business on February 24, 2013, unless earlier redeemed by the Company as described below. Shortly after the Distribution Date, separate Rights certificates evidencing the Rights ("Right Certificates") will would be mailed to record holders of record of the Common Stock our common stock as of the Close close of Business business on the Distribution Date and such and, thereafter, the separate Right Certificates Rights certificates alone will evidence represent the Rights. The Rights are not exercisable until Unless our board of directors decides differently, only shares of our common stock issued before the Distribution DateDate will be issued with Rights. The Rights If an Acquiring Person becomes (subject to certain exceptions) the beneficial owner of 15% or more of the then outstanding shares of common stock (other than pursuant to an offer for all the outstanding shares of common stock that our board of directors determines to be fair to and otherwise in the best interests of the Company and its stockholders), each holder of a Right will expire on The Purchase Price payablethereafter have the right to receive, and the number of Preferred Shares upon exercise, preferred stock (or, in certain circumstances, cash, property or other securities or property issuable, upon exercise of the Rights are subject company) having a value equal to adjustment from time to time to prevent dilution (i) in two times the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market exercise price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above)Right. The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event thatIf, at any time after a Person becomes an Acquiring Personthe Stock Acquisition Date, the Company is (i) we are acquired in a merger or other business combination transaction in which we are not the surviving corporation, other than a merger that results from an offer for all the outstanding shares of common stock that our board decides is fair and in the best interests of the Company and its stockholders, or (ii) 50% or more of its consolidated assets our assets, cash flow or earning power are soldis sold or transferred, proper provision will be made so that each holder of a Right, except Rights which previously have been voided, will have the right to receive, after exercise of the Right, common stock of the company that acquires us having a value equal to two times the exercise price of the Right. The events described in this paragraph are "Triggering Events." For example, at an exercise price of $19.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Triggering Event would entitle its holder to purchase $38.00 worth of preferred stock (or other consideration, as noted above) for $19.00. Assuming that our common stock had a per share value of $10.00 at such time, the holder of each valid Right would be entitled to purchase preferred stock that would be economically equivalent to 3.8 shares of our common stock for $19.00. All Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will not be exercisable. At any time after any Person a person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common Stockcommon stock, the Board of Directors of the Company board may exchange the Rights (other than Rights owned by such the person or group which have become voidwill not be exercisable), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptionscommon stock, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of or one one-thousandth of a Preferred Shareshare of preferred stock (or of a share of a class or series of our preferred stock having equivalent rights, which maypreferences and privileges), at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exerciseper Right. At any time prior to the tenth day until ten days following the time any Person becomes an Acquiring PersonShare Acquisition Date, the Board of Directors of the Company board may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the "Redemption Price"board). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any the action of the board ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any$0.01 redemption price.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12Effective January 9, 20002001, the Board of Directors of NETsilicon, Inc. AirNet Communications Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding on September 23January 9, 2000 2001 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 80.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are will be set forth in a Rights Agreement (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record DateShares, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 9, 2011 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common StockShare. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On September 12December 28, 2000, the Board of Directors of NETsilicon, Superior TeleCom Inc. (the "COMPANY") declared a dividend distribution of one preferred share stock purchase right (a "RightRIGHT") for each outstanding share of common stockCommon Stock, par value $.01 per share par value, of the Company (the "Common StockCOMMON SHARES") outstanding on September 23), 2000 (the "Record Date") payable to the stockholders of record on that dateJanuary 10, 2001 (the "RECORD DATE"). Each The Board of Directors also authorized and directed the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, $.01 par value $0.01 per share (the "Preferred SharesPREFERRED SHARES"), of the Company, at a price of $200.00 per one one-thousandth of a Preferred Share 10.88, subject to adjustment (the "Purchase PricePURCHASE PRICE"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights AgreementRIGHTS AGREEMENT") between the Company and American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights AgentRIGHTS AGENT"), dated as of December 28, 2000. Until Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates (as hereinafter defined) will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after a public announcement disclosure that a person or entity (a "PERSON") or group of affiliated or associated persons Persons (an a "Acquiring PersonGROUP") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares (except pursuant to a Permitted Offer, as hereinafter defined); or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person Person or group of 15% or, in the case of the Grandfathered Stockholder, Group becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "DISTRIBUTION DATE"). A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "ACQUIRING PERSON." The date that a Person or Group becomes an Acquiring Person is the "STOCK ACQUISITION DATE." Notwithstanding the foregoing, none of The Alpine Group, Inc., the Company's majority stockholder, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Chairman and Chief Executive Officer of the Company, or any of their affiliates or associates will be deemed to be Acquiring Persons and their ownership will not cause a Distribution Date. In addition, a Person who acquires Common Shares pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and on terms which the Board of Directors determines (prior to acquisition) to be adequate and in the best interests of the Company and its stockholders (other than such Person, its affiliates and associates) (a "), PERMITTED OFFER") will not be deemed to be an Acquiring Person and such Person's ownership will not constitute a Distribution Date. The Preferred Shares purchasable upon exercise of the Rights will be evidencedentitled, with respect when, as and if declared, to any receive a minimum preferential quarterly dividend payment of an amount equal to 100 times the dividend declared per Common Share. In the event of a liquidation, dissolution or winding up of the Common Stock certificates outstanding as Company, the holders of the Record DatePreferred Shares will be entitled to receive a minimum liquidation payment of an amount equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the Preferred Shares as to dividends and liquidation, and in the event of mergers and consolidation, are protected by such Common Stock certificate with a copy of this Summary of Rights attached theretocustomary anti- dilution provisions. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon the transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right CertificatesRIGHT CERTIFICATES") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. THE RIGHTS ARE NOT EXERCISABLE UNTIL THE DISTRIBUTION DATE, and will expire at the close of business on December 28, 2010, unless earlier redeemed by the Company as described below. In the event that any Person becomes an Acquiring Person, each holder of Rights (other than Rights that have become null and void as described below) will thereafter have the right (the "FLIP-IN RIGHT") to receive, upon exercise of such Rights, the number of Common Shares (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such triggering event) equal to two times the aggregate exercise price of such Rights. For example, if a Person became an Acquiring Person at a time when the current per share market price of the Company's Common Shares is $20 and the Purchase Price was $100, each holder of a Right (other than a Right which has become null and void as described herein) would have the right to receive ten Common Shares upon exercise of the Right and payment of the Purchase Price of $100. Following the occurrence of the event described above, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person or any affiliate or associate thereof or certain transferees thereof will be null and void. The Board, at its option, may at any time after any Person becomes an Acquiring Person exchange all or part of the then issued and outstanding Rights (other than those that have become null and void as described above) for Common Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or more of the Common Shares at the time of such exchange. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all of the outstanding Common Shares immediately prior to the consummation of the transaction are not exercisable until the Distribution Dateholders of all of the surviving corporation's voting power or (ii) more than 50% of the Company's assets or earning power is sold or transferred, then each holder of Rights (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "FLIP-OVER RIGHT") to receive, upon exercise of such Rights, common shares of the acquiring company (or, in certain circumstances, its parent) having a value equal to two times the aggregate exercise price of the Rights. The Rights Flip-Over Right shall not apply to any transaction described in clause (i) if such transaction is with a Person or Persons (or a wholly owned subsidiary of any such Person or Persons) that acquired Common Shares pursuant to a Permitted Offer and the price and form of consideration offered in such transaction is the same as that paid to all holders of Common Shares whose shares were purchased pursuant to the Permitted Offer. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of Preferred Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Common Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Common Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Shareand, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Common Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any earlier to occur of (i) a Person becomes becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption PriceREDEMPTION PRICE"). The , which redemption of the Rights may shall be made effective at such time, on such basis and with such conditions as the Board of Directors may establish in its sole discretion may establishdiscretion. Immediately upon any redemption The Company may, at its option, pay the Redemption Price in Common Shares. All of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Company without Rights Agreement may be amended by the consent Board of Directors in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that from and after such or, subject to certain limitations, to shorten or lengthen any time as anyperiod under the Rights Agreement.

Signature. NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12January 24, 20001996, the Board of Directors of NETsiliconPancho's Mexican Buffet, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.10 per share (the "Common StockShares") outstanding on September 23, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 10.00 per share (the "Preferred Shares"), of the Company, at a price of $200.00 10.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% (or, in the case of Osicom Technologiescertain Grandfathered Stockholders, Inc. (as that term is defined in the "Grandfathered Stockholder")Agreement, an additional 120%, ) or more of the outstanding voting securities of the Company Common Shares, or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 29, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 1000 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 1000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 1000 votes, voting together with the Common StockShares. In the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 1000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common StockShares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as anyany person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates).

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C EXAR CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 15, 20001995, the Board of Directors of NETsilicon, Inc. Exar Corporation ("EXAR") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .0001 per share (the "Common StockShares") outstanding ), of EXAR. The dividend is payable on September 23January 10, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company EXAR one one-thousandth hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 .0001 per share (the "Preferred Shares"), of the Company, EXAR at a price of $200.00 118.50 per one one-thousandth hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of December 15, 1995 (the "Rights Agreement") ), between the Company and Rights Agents The First National Bank of Boston (the "Rights Agent"). Initially, the Rights will be evidenced by the stock certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of EXAR prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), ) the surrender for or transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 15, 2005 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by EXAR, in each case as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in shares of Common Stock Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $l per share but will be entitled to an aggregate dividend of 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 1,000 100 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth one- hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. The Preferred Shares would rank junior to any other series of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsEXAR's preferred stock. In the event that, at any time after a Person becomes an Acquiring Person, the Company that EXAR is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50% or more of the outstanding Common StockShares, the Board of Directors of the Company EXAR may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of Common Stock a class or series of the EXAR's preferred stock having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and restrictions), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the CompanyEXAR, be evidenced by depository depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth earliest of (i) the close of business on the day following of the time any Person becomes first public announcement that a person has become an Acquiring Person, or (ii) the final Expiration Date, the Board of Directors of the Company EXAR may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company EXAR without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to any percentage which is (i) greater than the largest percentage of the outstanding Common Shares then known to EXAR to be beneficially owned by any person or group of affiliated or associated persons (other than EXAR, any subsidiary of EXAR, any employee benefit plans of EXAR or any subsidiary, or any entity holding Common Shares pursuant to the terms of any such plan) and (ii) not less than 10%, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.