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 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 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 Harrxx Xxxst 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, EXHIBIT C AVICI SYSTEMS INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12December 5, 2000, 2001 the Board of Directors of NETsilicon, Avici Systems Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.0001 per share (the "Common StockShares") outstanding on September 23December 17, 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 40.00 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 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 Xxxxxxxx 0, 0000 (xxx "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 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 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 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 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 90 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 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 ten days after the time any Person becomes an Acquiring PersonPerson (including public announcement thereof), 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). 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. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 6, 2001. A copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is hereby incorporated herein by reference.

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 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 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 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: SPIEXXX XXXPERTIES, 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 SPIEXXX XXXPERTIES, and any holder of such Rights shall thereafter have no right to exercise such RightsINC. In the event thatSpiexxx Xxxperties, 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 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- xxxxx 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 represented 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 12October 4, 20001997, the Board of Directors of NETsiliconHighwoods Properties, Inc. declared (the "Company") authorized 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 23October 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 hundredth of a share of Series A C Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 140 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 First Union National 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 evidencedrepresented, 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. Any person or group owning in excess of 15% of the outstanding Common Shares as of October 6, 1997, shall only trigger the effects referred to above if such person increases its ownership of Common Shares to in excess of the percentage of outstanding Common Shares on such date plus 1%. 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 representing 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 representing 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 represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on October 6, 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 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 authorized 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 cause the Company to 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 represented 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 cause the Company to 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 (other than persons owning in excess of 15% of the outstanding Common Shares on October 6, 1997) 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. Exhibit C STATE FINANCIAL SERVICES CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12July 27, 20001999, the Board of Directors of NETsilicon, Inc. State Financial Services Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, $.10 par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23August 27, 2000 1999 to the shareholders of record on that date (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 Class A Junior Participating Preferred Stock, $1.00 par value $0.01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 70 per one one-thousandth of a Preferred Share Share, 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 Firstar Bank Milwaukee, 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 (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (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 Common Shares (the Company "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's 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 (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) 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 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 on July 27, 2009 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company or the Rights Agreement is amended, 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 quarterly 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 the exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $10.00 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, voting 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 Common Share. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), each holder of a Right will thereafter have the right to receive upon exercise that number of Common StockShares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. From and after Notwithstanding any of the foregoing, following the occurrence of an event described in Section 11(a)(ii) of the any Flip-In Event all Rights Agreementthat are, 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 under certain circumstances specified in the Rights Agreement) acquired were, or subsequently become beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person, such Rights shall become related persons and transferees will be null and 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 Personfollowing the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are soldsold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), 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 Purchase Price, that number of shares of common stock of the outstanding Common Stock, acquiring company which at the Board time of Directors such transaction will have a market value of two times 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)then current Purchase Price. 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 ). 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. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by any Acquiring Person 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 any Acquiring Person which 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). At any time prior to the tenth day following the time any Person becomes a person becoming 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, 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 provisions relating to principal economic terms of the Rights, 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 the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such time amendment may adversely affect the interests of the holders of the Rights. The Rights may also be amended to extend the expiration date thereof. Until a Right is exercised, the holder thereof, as anysuch, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A filed with respect to the Rights. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 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 is payable 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 (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 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 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 one- 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 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 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) 50% 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 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"); provided, however, that, for the 120-day period after any date of a change (resulting from a proxy or consent solicitation) in a majority of the Board of Directors of the Company in office at the commencement of such solicitation, the Rights may only be redeemed if (A) there are directors then in office who were in office at the commencement of such solicitation and (B) the Board of Directors of the Company, with the concurrence of a majority of such directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. 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 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 will not become exercisable in connection with a "Qualifying Offer," which is an all-cash tender offer for all outstanding Common Shares that is fully financed, remains open for a period of at least 45 business days, assures a prompt second-step acquisition of shares not purchased in the initial offer at the same price as the initial offer and meets certain other requirements. 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 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. A copy of the Rights Amendment has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated March 5, 1996. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 Xxxxxx 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 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 REPLIGEN CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 3, 20002003, the Board of Directors of NETsilicon, Inc. Repligen Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23March 17, 2000 2003 (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 50.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The This summary description and terms of the Rights are set forth herein are qualified in a their entirety by that certain Rights Agreement (the "Rights Agreement") between the Company and Rights Agents American Stock Transfer & Trust Company (the "Rights Agent")) dated as of March 3, 2003, which is hereby incorporated herein in its entirety by reference. Until the earlier to occur of (i) the close of business on the tenth calendar day after a public announcement or disclosure of facts 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. a Grandfathered Stockholder (as such term is defined in the "Grandfathered Stockholder"), an additional 1%, Rights Agreement) 20% or more of the outstanding voting securities of the Company Common Shares or (ii) 10 the tenth business days day (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 the public announcement of an intention to 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 a Grandfathered Stockholder, an additional 1%, 20% 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 2, 2013 (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 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 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 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 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 the 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 90 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 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 earlier of (i) the close of business on the tenth calendar day following after the time any Person becomes an Acquiring PersonPerson (or such later date as may be determined by the Board of Directors in its sole discretion), or the (ii) Final Expiration Date, 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 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). 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. A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated March 4, 2003. A copy of the Agreement is available free of charge from the Company.

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 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 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 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 12October 23, 20001997, the Board of Directors of NETsilicon, Inc. Xxxxx Xxxxxxxx Corporation (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 share, of the Com- pany (the "Common StockShares") outstanding ). The dividend is payable on September 23Decem- ber 3, 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 $200.00 150 per one one-thousandth hundredth of a Preferred Share (the "Purchase Pur- chase 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 First Chicago Trust Company of New York (successor trustee to First Interstate Bank of California), 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 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 ex- change offer the consummation of which would result in the beneficial ben- eficial 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 re- spect 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 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 redemp- tion or expiration of the Rights), new Common Stock certificates Share certifi- xxxxx issued after the Record Date or upon transfer or new issuance issu- ance 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 con- stitute 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 evidenc- ing 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 31, 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 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 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 con- solidations 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' dividenddiv- idend, liquidation and voting rights, the value of the one one-thousandth one- hundredth interest in a Preferred Share purchasable upon exercise exer- cise 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 trans- action will have a market value of two times the exercise price of the Right. In the event that any person or group of affili- ated 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 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 frac- tions 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 ad- justment 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 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 thresh- olds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Com- mon 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, in- cluding, without limitation, the right to vote or to receive dividends.

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 that 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. NETSILICONEXHIBIT C UNDER CERTAIN CIRCUMSTANCES, INC. RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12March 31, 20002020, the Board of Directors of NETsilicon, Inc. Six Flags Entertainment Corporation (the “Company”) declared a dividend of one preferred share purchase right (a "“Right"”) for each outstanding share of common stock, par value $.01 0.025 per share share, of the Company (the "“Common Stock") Shares”), outstanding on September 23April 10, 2000 2020 (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 B Junior Participating Preferred Stock, par value $0.01 1.00 per share (the "Preferred Shares")share, of the CompanyCompany (the “Preferred Shares”), at a price of $200.00 75.00 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") ”), dated as of March 31, 2020 between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (or any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agents (the "Rights Agent")Agreement. Until the earlier to occur of (i) the tenth calendar Close of Business on the 10th day after following the acquisition of Beneficial Ownership of 10% (20% in the case of a public announcement that 13G Investor) or more of the outstanding Common Shares (including ownership of a person Derivative Position) by a Person or group of affiliated or associated persons Persons (an "“Acquiring Person"”) has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event that an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities Rights Agreement and the Board of the Company or Directors determines that a later date is advisable, then such later date) and (ii) 10 business days 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 of the first public announcement of an the intention to makecommence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership Beneficial Ownership by a person 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 dates, the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the evidenced by Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The thereto (unless such Rights Agreement provides thatare recorded in book-entry); provided, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date that each certificate (or earlier redemption other evidence of book-entry or expiration of the Rights), new other uncertificated ownership) representing 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 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 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 Record Date and such separate Right Certificates alone will evidence evidencing the Rights. The Rights are not exercisable until shall be deemed to incorporate by reference 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 terms of the Rights are subject Agreement. A Person shall not be deemed to adjustment from be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, at the 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) first public announcement of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier is a Beneficial Owner 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 5010% or more of its consolidated assets or earning power are soldthe Common Shares then outstanding (a “Grandfathered Stockholder”); provided, proper provision will be made so that each holder At any time after any Person if a Grandfathered Stockholder becomes an Acquiring Person and prior (other than pursuant to the acquisition by vesting or exercise of any person or group equity awards issued to a member of a majority of the outstanding Common Stock, the Board of Directors or pursuant to additional grants of any such equity awards to a member of the Company may exchange Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares (other than Rights owned regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such person Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 10% or group more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 10%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which have become void)any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, at an exchange ratio terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of one share such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares shall be considered the Purchase Price will be required until cumulative adjustments require an adjustment acquisition of at least 1% in Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render 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 Grandfathered Stockholder 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 Person for purposes of the Rights may be made effective at Agreement unless, upon such timeacquisition of Beneficial Ownership of additional Common Shares, on such basis and with such conditions as Person is not the Board Beneficial Owner of Directors in its sole discretion may establish. Immediately upon any redemption 10% or more of the RightsCommon Shares then outstanding. No Person which, together with all Affiliates and Associates of such Person, is the right to exercise the Rights will terminate and the only right Beneficial Owner of Common Shares representing less than 20% of the holders Common Shares then outstanding, and which is entitled to file, and files, a statement on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of Rights will be to receive the Redemption Price. The terms General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect at the time of the public announcement of the declaration of the Rights may with respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”), shall be amended by the Board of Directors deemed to be an “Acquiring Person”; provided, that a Person who was a 13G Investor shall no longer be a 13G Investor if it either (i) files a statement on Schedule 13D (“Schedule 13D”) pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the Company without General Rules and Regulations under the consent Exchange Act or (ii) becomes no longer entitled to file a statement on Schedule 13G (the earlier to occur of (i) and (ii), the “13D Event”), and such Person shall be an Acquiring Person if it is the Beneficial Owner (together with all Affiliates and Associates) of 10% or more of the holders of the Rights, except that Common Shares then outstanding at any point from and after the time of the 13D Event; provided, however, such Person shall not be an Acquiring Person if (i) on the first Business Day after the 13D Event such Person notifies the Company of its intent to reduce its Beneficial Ownership to below 10% as promptly as practicable and (ii) such Person reduces its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the Common Shares as promptly as practicable (but in any event not later than 10 days from such time); provided, further that such Person shall become an “Acquiring Person” if after reducing its Beneficial Ownership to below 10%, it subsequently becomes the Beneficial Owner of 10% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above the lowest Beneficial Ownership of such Person at any time as anyduring such 10-day period.

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-6 Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 1223, 20001997, the Board of Directors of NETsilicon, Inc. Westvaco 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 5.00 per share share, of the Company (the "Common StockShares") outstanding ). The dividend is payable on September 23December 8, 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, no par value $0.01 per share value, of the Company (the "Preferred Shares"), of the Company, ) at a price of $200.00 175.00 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 The Bank 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 ben- eficial 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 announce- ment of an intention to make, a tender offer or exchange offer of- fer 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 out- standing 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 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 December 8, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed 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 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 C-2 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 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 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 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, 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 out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated per- sons 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 re- ceive dividends.

Signature. NOTICE The signature NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Name (Print in Block Letters) Address Form to be used to assign Purchase Option: ASSIGNMENT (To be executed by the foregoing Forms of Assignment and Election must conform registered Holder 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 effect a transfer of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in within Purchase Option): FOR VALUE RECEIVED,__________________________________ does hereby sell, assign and transfer unto _______________________ 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 Huiheng Medical, Inc. (“Company”) evidenced by the Record Date, even without within Purchase Option and does hereby authorize the Company to transfer 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 right 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 books of the Company. Dated: _________________________ , be evidenced by depository receipts) and in lieu thereof20__ Signature Signature Guaranteed NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, 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 PersonAND MUST BE GUARANTEED BY A BANK, the Board of Directors of the Company may redeem the Rights in wholeOTHER THAN A SAVINGS BANK, 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 anyOR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

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 GEHL COMPANY SUMMARY OF RIGHTS TO PURCHASE PURCXXXX PREFERRED SHARES On September 12May 28, 20001997, the Board of Directors of NETsilicon, Inc. Gehl Company (the "Company") declared a dividend of one preferred preferxxx share purchase right (a "Right") for each outstanding share of common stock, $.10 par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23June 16, 2000 1997 to the shareholders of record on that date (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 .10 (the "Preferred Shares"), of the Company, Company at a price of $200.00 55 per one one-thousandth hundredth of a Preferred Share Share, 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 Firstar 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 (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (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 Common Shares (the Company "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's 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 (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) 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 Share certificate. Notwithstanding the foregoing, any person or group of this Summary affiliates or associated persons who, at the close of Rights attached theretobusiness on May 28, 1997, was the beneficial owner of at least 929,055 Common Shares (which number of shares constituted 15% of the number of Common Shares outstanding on such date) will not be deemed an "Acquiring Person" unless such person or group of affiliated or associated persons acquires beneficial ownership of additional Common Shares at any time that such person or group of affiliated or associated persons is or thereby becomes the beneficial owner of 15% or more of the Common Shares then outstanding. 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 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 on May 28, 2007 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, or the Rights Agreement is amended, 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 quarterly 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 the 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 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, voting 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 Common Share. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), each holder 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 a 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 (except as such term is defined otherwise provided in the Rights Agreement) acquired will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person, such Rights shall become related persons and transferees will be null and 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 Personfollowing the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are soldsold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), 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 (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the outstanding Common Stock, acquiring company which at the Board time of Directors such transaction will have a market value of two times 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)then current Purchase Price. 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 ). 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. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person 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 any Acquiring Person which 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 a class or series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right (subject to adjustment). At any time prior to the tenth day following the time any Person becomes a person becoming 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, 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 provisions relating to principal economic terms of the Rights, 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 the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution 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 shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

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 COMMON SHARES On September 12, 2000, ------------- Our Board of Directors believes that it is in Tri-Valley's best interests to adopt a Share Purchase Rights Plan (the "Rights Plan") which would make it more difficult for another person or entity to engage in a hostile or unwanted takeover of Tri-Valley and would provide an incentive to such a person or entity to negotiate directly with the Board of Directors instead of NETsiliconattempting a hostile takeover. The following description of the Rights Plan is intended as a summary only and is subject to the terms and conditions contained in the Rights Agreement (as defined below). Pursuant to the Rights Plan, Inc. declared a dividend of we will issue one preferred common stock 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 will entitle the registered holder to purchase from the Company Tri-Valley one one-thousandth of a additional share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, our common stock at a price of $200.00 0.01 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 Tri-Valley and Registrar and Transfer Company and Rights Agents (the "as Rights Agent"). Until The Rights Agreement is on file with Tri-Valley, was attached as an exhibit to the earlier to occur of (i) 1999 Proxy Statement for Tri-Valley, and has been filed with the tenth calendar day after SEC. We will not issue separate certificates representing the Rights until a public announcement that a person third party acquires 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, makes a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of to acquire 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities our common stock. Until one of the Company (the earlier of such dates being called the "Distribution Date")those events occurs, the Rights will be evidencedevidenced by the certificates already representing our common stock. Until such an acquisition, with respect to any of the Common Stock certificates outstanding as of the Record Datetender offer or exchange offer occurs, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, (or until the Distribution DateRights expire), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights)our common stock, new Common Stock and our stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain carry a notation incorporating the Rights Agreement by reference. Until the Distribution Date Ten business days after a third party or group makes a public announcement that they have acquired beneficial ownership of 15% or more of our outstanding common stock, or ten days after a third party or group commences an exchange offer or tender offer that could result in their owning 15% or more of our outstanding common stock (or earlier redemption such later date as determined by our Board prior to when any person acquires 15% or expiration more of the Rightsour outstanding common stock), 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 certificatebecome exercisable. As soon as practicable following the Distribution Date, We will then mail separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders our common stockholders of record of the Common Stock 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 date when 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)became exercisable. 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 When 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 exercisable B after a Person becomes an Acquiring Person, the Company is acquired in a merger person or other business combination transaction or 50group acquires 15% 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 our stock B the Rights will terminate and have 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 anyfollowing characteristics:

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 that 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. NETSILICONEXHIBIT C UNDER CERTAIN CIRCUMSTANCES, INC. RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 8, 20002023, the Board of Directors of NETsiliconEL POLLO LOCO HOLDINGS, Inc. INC. (the “Company”) declared a dividend of one preferred share purchase right (a "“Right"”) for each outstanding share of common stock, par value $.01 0.01 per share share, of the Company (the "“Common Stock") Shares”), outstanding on September 23August 18, 2000 2023 (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")share, of the CompanyCompany (the “Preferred Shares”), at a price of $200.00 53.75 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") ”), dated as of August 8, 2023, between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent (or any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agents (the "Rights Agent")Agreement. Until the earlier to occur of (i) the tenth calendar Close of Business on the 10th day after following the acquisition of Beneficial Ownership of 12.5% by a public announcement that a person Person or group of affiliated or associated persons Persons (an "“Acquiring Person"”) has acquired beneficial ownership of 15% (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event that an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities Rights Agreement and the Board of the Company or Directors determines that a later date is advisable, then such later date) and (ii) 10 business days 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 Beneficial Ownership by a person Person or group of 1512.5% 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 evidenced by Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The thereto (unless such Rights Agreement provides thatare recorded in book-entry); provided, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date that each certificate (or earlier redemption other evidence of book-entry or expiration of the Rights), new other uncertificated ownership) representing 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 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 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 Record Date and such separate Right Certificates alone will evidence evidencing the Rights. The Rights are not exercisable until shall be deemed to incorporate by reference 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 terms of the Rights are subject Agreement. A Person shall not be deemed to adjustment from be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, at the 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) first public announcement of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier is a Beneficial Owner 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 5012.5% or more of its consolidated assets or earning power are soldthe Common Shares then outstanding (a “Grandfathered Stockholder”); provided, proper provision will be made so that each holder At any time after any Person if a Grandfathered Stockholder becomes an Acquiring Person and prior (other than pursuant to the acquisition by vesting or exercise of any person or group equity awards issued to a member of a majority of the outstanding Common Stock, the Board of Directors or pursuant to additional grants of any such equity awards to a member of the Company may exchange Board of Directors), after the date of the Rights Agreement, the Beneficial Owner of any additional Common Shares (other than Rights owned regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such person Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 12.5% or group more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 12.5%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which have become void)any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, at an exchange ratio terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension or substitution of one share such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares shall be considered the Purchase Price will be required until cumulative adjustments require an adjustment acquisition of at least 1% in Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render 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 Grandfathered Stockholder 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 Person for purposes of the Rights may be made effective at Agreement unless, upon such timeacquisition of Beneficial Ownership of additional Common Shares, on such basis and with such conditions as Person is not the Board Beneficial Owner of Directors in its sole discretion may establish. Immediately upon any redemption 12.5% or more 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 anyCommon Shares then outstanding.

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 completedproperly completed and duly executed, 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 5, 20002020, the Board of Directors of NETsilicon, Inc. declared a dividend of Nxxxxx Industries Ltd. (the “Company”) issued one preferred share purchase right (a "“Right"”) for each issued and outstanding share of common stockCommon Share, par value $.01 US$0.05 per share (the "“Common Stock") Shares”), issued and outstanding on September 23May 5, 2000 2020 (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 B Junior Participating Preferred StockShare, par value $0.01 US$0.001 per share (the "“Preferred Shares"”), of the Company, at a price of $200.00 58.08 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 Computershare Trust Company, 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 154.9% or more of the issued and outstanding Common Shares (or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), event an additional 1%, or more exchange is effected in accordance with Section 24 of the outstanding voting securities of Rights Agreement and the Company 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 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 154.9% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the issued and 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 issued and outstanding as of the Record Date, by such Common Stock Share certificate with a copy of this Summary of Rights attached thereto. If a shareholder’s beneficial ownership of our Common Shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the 4.9% threshold, that shareholder’s then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage by 0.5% or more. The Rights Agreement provides that, until the Distribution DateDate (or earlier 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 issued and 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 April 30, 2021 (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 share dividend or bonus issue on, or a subdivision, combination consolidation 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 quarterly cash dividends paid out of earnings or retained earnings or dividends or bonus issues 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 share dividend or bonus issue on the Common Shares payable in Common Shares or in the event of a consolidation or subdivision of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations 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, amalgamation, 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 time any Person becomes an event described in Section 11(a)(ii) of the Rights AgreementAcquiring Person, 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 null and 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 merger, amalgamation 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 common shares 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 null and 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 date a Person becomes an Acquiring Person, 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 issued and 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). Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated May 5, 2020. A copy of this Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference.

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 on 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 12June 6, 20001989, the Board of Directors of NETsilicon, Inc. Gleason Corporation (the "XXXXXXY") declared a dividend distribution of one preferred share purchase right (a "RightRIGHT") for each outstanding share of common stock, par value $.01 1 per share (the "Common StockCOMMON SHARES") outstanding on September 23), 2000 (of the "Record Date") Company. The dividend is payable to the stockholders of record on that dateJune 16, 1989 (the "RECORD 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 per share (the "Preferred SharesPREFERRED SHARES"), of the Company, Company at a price of $200.00 45 per one one-thousandth hundredth of a Preferred Share (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 Chase Lincoln First Bank, N.A., as Rights Agents Agent (the "Rights AgentRIGHTS AGENT"), dated as of June 8, 1989. Until Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon 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 PersonACQUIRING PERSON") has having 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 Common Shares (the "SHARES ACQUISITION DATE") (except pursuant to an offer which is not made by an Interested Person (as hereinafter defined) and which is for all the outstanding Common Shares at a price and on terms which a majority of certain members of the Company Board of Directors determines to be fair and in the best interests of its stockholders other than such person, its affiliates and associates) 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 1520% 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 DateDISTRIBUTION 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 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 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 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 June 15, 1999 unless earlier redeemed by the Company as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is not made by an Interested Person (as hereinafter defined) and 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 fair and in the best interests of the Company and its stockholders, other than such Acquiring Person, its affiliates and associates (a "PERMITTED OFFER")), each holder of a Right will thereafter have the right (the "SUBSCRIPTION RIGHT") to receive upon exercise the number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company or a reduction in the purchase price) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. The Board of Directors of the Company, however, may determine to issue, without payment of the Purchase Price and upon surrender of the Subscription Right, Common Shares and/or securities having an economic value equivalent to the Common Shares, which have an aggregate value equal to the market value of the Common Shares issuable upon the exercise of the Subscription Right less the Purchase Price. 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 will expire on be null and void. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the holders of all the Company's voting power 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, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. The holder of a right will continue to have the right described in this paragraph whether or not such holder exercises or surrenders the Subscription 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 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 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 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 times $1 per share; thereafter, and after the dividend declared holders of the Common Shares receive a liquidation payment of $1 per share, the holders of the Preferred Shares and the holders of the Common Shares will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each Preferred Share and Common StockShare so held, respectively. 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, 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 the event that the amount of accrued and unpaid dividends on the Preferred Shares is equivalent to six full quarterly dividends or more, the holders of the Preferred Shares shall have the right, voting as a class, to elect two directors in addition to the directors elected by the holders of the Common Shares and the Preferred Shares as above described until all accrued dividends on the Preferred Shares have been paid through the last quarterly dividend payment date. 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 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 At any time on or after the earlier of (x) 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 a person becomes an Acquiring Person (or such later date as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder Board 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, Directors of the Company may determine provided that such determination 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 StockShares Acquisition Date), the Board of Directors of the Company may exchange may, at its option, determine that following a Shares Acquisition Date the Rights (other than Rights owned those held by such person or group which have become void)an Acquiring Person) will be exchanged, 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), such exchange to be in lieu of the Subscription 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 one one-hundredth or 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 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")) or, at the Company's option, for Common Shares, which redemption shall be effective upon the action of the Board of Directors. The Additionally, the Company may following the Shares Acquisition Date redeem the then outstanding Rights in whole, but not in part, at the Redemption Price provided that such redemption is (i) in connection with a merger or other business combination transaction or series of transactions involving the Company in which all holders of Common Shares are treated alike but not involving an Acquiring Person or any person who was an Acquiring Person or (ii) following an event giving rise to, and the expiration of the exercise period for, the Subscription Right if and for as long as no person beneficially owns securities representing 10% or more of the voting power of the Company's voting securities. However, in the event that a majority of the board is comprised of persons elected at a meeting who were not nominated by the directors in office immediately prior to such meeting, then (x) the Rights may not be made redeemed for 180 days after such election if such redemption is reasonably likely to have the purpose of facilitating certain business combination transactions with the person nominating such newly elected directors (an "INTERESTED PERSON") and (y) the Rights may not be redeemed if during the 180 day period the Company enters into any agreement reasonably likely to facilitate a transaction with an Interested Person and the redemption is reasonably likely to facilitate such a transaction. Upon the effective at such time, on such basis and with such conditions as date of 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, 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, 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 or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement; however, in the event that a majority of the Board of Directors of the Company is comprised of persons elected at a meeting of stockholders who were not nominated by the Board of Directors in office immediately prior to such meeting, then for a period of 180 days following the effectiveness of such action the Rights Agreement may not be amended or supplemented in any manner reasonably likely to have the purpose or effect of facilitating certain business combination transactions with an Interested Person. 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. While the distribution of the Rights will not be taxable to stockholders of the Company, stockholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form B-A dated 1989. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and after such time as anyis qualified in its entirety to reference to the Rights Agreement, which is hereby incorporated herein by reference. AMENDMENT NQ. 1 TO 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 12March 27, 20001998, the Board of Directors of NETsilicon, Inc. USG Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.10 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23April 15, 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 D Junior Participating Preferred Stock, Series D, par value $0.01 1 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 200 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 Xxxxxx Trust and Savings Bank, an Illinois banking corporation, 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 certificate with a copy of this Summary of Rights attached theretoShare certificate. 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 March 27, 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 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 $25 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 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 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 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. A copy of the Rights Agreement will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 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 to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number:_____________________________ _____________________ (Please print name and address) ______________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right 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 an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect as of the date hereof. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: Signature: 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 COMMON SHARES On September 12August 1, 20002011, the Board of Directors (the “Board”) of NETsiliconThe Talbots, Inc. (the “Company”) authorized and directed the issuance, and declared a dividend of one preferred common 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 “Common Shares"”), of the CompanyCompany outstanding as of the close of business on August 12, at a price of $200.00 per one one-thousandth of a Preferred Share 2011 (the "Purchase Price"“Record Date”). In addition, one Right will automatically attach to each share of Common Stock (subject to adjustment) that will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (each, as defined below). The description and terms of the Rights are set forth in a the Rights Agreement Agreement, dated August 1, 2011 (the "“Rights Agreement") ”), between the Company and Computershare Trust Company, N.A. 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 C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12January 23, 20001998, the Board of Directors of NETsiliconImmunomedics, 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 23February 2, 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 E Junior Participating Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 37 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 American Stock Transfer and 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 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 January 23, 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 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 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 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 .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 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. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated January 27, 1998. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 12October 13, 20001998, the Board of Directors of NETsiliconVivid 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 0.01 per share (the "Common StockShares") outstanding on September 23October 27, 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 per share (the "Preferred Shares"), of the Company, at a price of $200.00 60.00 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 American Stock Transfer & Trust Company, as Rights Agents Agent (the "Rights Agent"). Until Subject to certain limited exceptions, 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 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 October 13, 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 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-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-one- thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share Common Share. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the a Right, other than 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 the Acquiring Person or an Associate or Affiliate of an Acquiring Person and its Affiliates and Associates (as such terms are defined in the Rights Agreementwhich will thereafter be void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsthat number of Common Shares having a market value of two times the exercise price of the Right. 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. 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 0.001 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 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 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 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 December 12, 20001996, the Board of Directors of NETsilicon, National Wireless Holdings 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 December 24, 1996 (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 one-thousandths of a share of Series A Preferred Stock, without par value (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 75 per one one-thousandth thousandths 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 Continental Stock Transfer and Trust Company, as Rights Agents Agent (the "Rights Agent"), dated as of December 12, 1996. 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 that a person or group of affiliated or associated persons (an "Acquiring Person") has having acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 120%, 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 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 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 December 12, 2006, 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 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 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 Common Shares or of one one-thousandths of a share of Preferred Shares (or, in certain circumstances, 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. 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 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 Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or 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, if in such transaction all holders of Common Shares 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 having a value equal to two times the exercise price of the Right. The Rights 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 Shares, 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 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 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 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 $10.00 per share but, if greater, will be entitled to an aggregate dividend per share of one 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 minimum preferential liquidation payment of $1,000.00 per share; thereafter, and after the holders of the Common Shares receive a liquidation payment of $0.01 per share, the holders of the Preferred Shares and the holders of the Common Shares will share the remaining assets in the ratio of 1,000 times the aggregate payment made per share of Common Stock. Each to 1 (as adjusted) for each Preferred Share will have 1,000 votesand Common Share so held, voting together with the Common Stockrespectively. 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 In the event that the amount of accrued and unpaid dividends on the nature Preferred Shares is equivalent to six full quarterly dividends or more, the holders of the Preferred Shares' dividendShares 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 the Common Shares until all cumulative dividends on the Preferred Shares have been paid through the last quarterly dividend payment date or until non-cumulative dividends have been paid regularly for at least 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)year. 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 one one-thousandth or integral multiples of one one-thousandth thousandths of a Preferred Share, which may, at the election of the CompanyCorporation, 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 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 of $0.01 .01 per Right (the "Redemption Price")) which redemption shall be effective upon the action of the Board of Directors. 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 Common Shares are treated alike but not involving an Acquiring Person or its affiliates or associates. All of the provisions 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 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 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 or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders of the Corporation, stockholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated December 20, 1996. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and after such time as anyis qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. --------------------

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 12August 13, 20001997, the Board of Directors of NETsiliconABIOMED, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23August 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 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 90.00 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 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, 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 will Shares wil 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 August 13, 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-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 Common Share. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the a Right, other than 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 the Acquiring Person or an Associate or Affiliate of an Acquiring Person and its Affiliates and Associates (as such terms are defined in the Rights Agreementwhich will thereafter be void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsthat number of Common Shares having a market value of two times the exercise price of the Right. 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. 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 0.001 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 th 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). 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. A copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is hereby incorporated herein by reference. #50087431 v3 - DONEGAJM - tjpj03!.DOC - 8209/1 -ii-

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 PREFERENCE SHARES On September 12December 1, 20001995, the Board of Directors of NETsilicon, Sonat Inc. (the "Company") declared a dividend distribution of one preferred preference 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 distri- bution is payable on September 23February 3, 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 one- hundredth of a share of Series A Junior Participating Preferred Preference Stock, par value $0.01 per 1.00 share (the "Preferred Preference Shares"), of the Company, Company at a price of $200.00 120 per one one-thousandth hundredth of a Preferred Preference 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 Chemical Mellon Shareholder Services, L.L.C., 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 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 announce- ment of an intention to make, a tender offer or exchange offer of- fer 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 out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevi- denced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share cer- tificate 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 February 3, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Pref- erence 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 Preference Shares, (ii) upon the grant to holders of the Preferred Preference Shares of certain rights or warrants to subscribe for or purchase Preferred Preference Shares at a price, or securities convertible into Preferred Preference Shares with a conversion price, less than the then then-current market price of the Preferred Preference Shares or (iii) upon the distribution to holders of the Preferred Pref- erence Shares of evidences of indebtedness or assets (excluding exclud- ing regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Preference Shares) or of subscription rights or warrants (other than those referred re- ferred to above). The number of outstanding Rights and the number of one one-thousandths hundredths of a Preferred Preference 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 Preference Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Preference 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 Preference 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 Preference 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 Preference 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 Preference Shares' dividend, liquidation and voting rights, the value of the one one-thousandth hundredth interest in a Preferred Preference 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. 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 Preference Share (or of a share of Common Stock a class or series of the Company's preference 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 Preference Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Preference 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 Preference 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 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 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, 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 out- standing Common Shares then known to the Company to be ben- eficially owned by any person or group of affiliated or asso- ciated persons and (ii) 10%, except that from and after such time as anyany person or group of affiliated or associated per- sons becomes an Acquiring Person no such amendment may ad- versely affect the interests of the holders of the Rights.

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 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"), 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 foregoing and accordingly will deem the Record Date, Rights evidenced by such Common Stock certificate with a copy of this Summary of Rights Certificate to be void and not transferable or exercisable. [To be attached thereto. The to each Rights Agreement provides that, until the Distribution Date, Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights will be transferred with and only with Certificate.) TO: Xxxxxxx International, Inc. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the Common Stock. Until attached Rights Certificate to purchase 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 issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the Record Date, even without name of: ___________________________________ Address: ___________________________________ Social Security or Other Taxpayer Identification Number: If such notation or a copy of this Summary number 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 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 a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------------------------------------- (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 or were at any time on or after not, and, to the earlier knowledge 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 undersigned, have never been, 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 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 (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT C ______________, INC. 1997 SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, 2000RIGHTS ISSUED TO, the OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE 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. The Board of Directors of NETsiliconCommScope, Inc. Inc., a Delaware corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable to the stockholders of record as of 5:00 P.M., New York, New York time, on September 23_________, 2000 1997 (the "Record Date"), and with respect to Common Shares issued thereafter until the Distribution Date (as hereinafter defined) 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 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, at a price of $200.00 $ .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 __________, 1997 (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 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 October 27, 20001998, the Board of Directors of NETsiliconExigent International, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common StockShares") outstanding on September 23November 17, 2000 1998 (the "Record Date") to and beneficially owned by a United States citizen or, in the stockholders case of record on that datea non-individual shareholder, an entity which is incorporated or otherwise organized in the United States (an "Eligible Shareholder"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A B Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $200.00 16.00 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 Reliance 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 Common Shares of Common Stock outstanding as of the Record DateEligible Shareholders, 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 October 26, 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 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). 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. A copy of the Rights Agreement will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 12February 19, 20001998, the Board of Directors of NETsiliconPPG Industries, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 1.66-2/3 per share (share, of the "Common Stock") outstanding on September 23, 2000 (the "Record Date") Company. The Rights were issued to the stockholders of record on that dateApril 6, 1998 and will expire in ten years on April 30, 2008. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred StockInitially, 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 will not be exercisable, certificates will not be sent to you, and the Rights Agreement (will automatically trade with the "Rights Agreement") between the Company and Rights Agents (the "Rights Agent")common shares. Until the earlier to occur of (i) the tenth calendar day However, ten days after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15acquires 20% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Company's 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 becomes Board) after a person or group announces 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 such person or group of 15owning 20% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company shares (the earlier of such dates being called the "Distribution Date"even if no purchases actually occur), the Rights will become exercisable and separate certificates representing the Rights will be evidenceddistributed. We expect that the Rights will begin to trade independently from the Company's shares at that time. Until that time, with respect to any of the Common Stock Rights will be represented by the existing common stock certificates outstanding as of the Record Date, by such Common Stock certificate 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 (summary or earlier redemption or expiration of the Rights), by new Common Stock common stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock which will contain a notation incorporating the terms of the Rights Agreement by reference. Until At no time will the Distribution Date (Rights have any voting power. When the Rights first become exercisable, unless a person or earlier redemption group has acquired 20% or expiration more of the Rights)Company's shares, 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") holder will be mailed entitled to holders of record of buy from 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 Company one one-thousandths hundredth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event share of a new series of junior participating preferred stock split for $320. If any person or group acquires 20% or more of the Common Stock or a stock dividend on Company's outstanding common stock, 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 "flip-in" provision of the Rights will not be redeemabletriggered and each Right will entitle the holder (other than such person or any member of such group) to buy a number of additional shares of common stock of the Company (or one one-hundredth of a share of the new series of junior participating preferred stock described below) having a market value of twice the exercise price of the Right. Each Preferred Share will be entitled Thus, if at the time of the 20% acquisition the Company's stock were to have a quarterly dividend payment of 1,000 times the dividend declared market value per share of Common Stock. In the event of liquidationequal to $80, the holders holder of the Preferred Shares will be entitled to an aggregate payment each Right (other than such person or any member 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 such group) would be entitled to receive 1,000 times the amount received per share eight shares of Common StockPPG common stock for $320. 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, If the Company is acquired involved in a merger or other business combination transaction at any time after a person or 50group has acquired 20% or more of its consolidated assets or earning power are soldthe Company's shares, proper provision the Rights will entitle a holder to buy a number of shares of common stock of the acquiring company having a market value of twice the exercise price of each Right. For example, if at the time of the business combination the acquiring company's stock has a per share value of $80, the holder of each Right would be made so that each holder At any time after any Person becomes an Acquiring Person and prior entitled to receive eight shares of the acquiring company's common stock for $320, i.e., at a 50% discount. Following the acquisition by any person or group of a majority 20% or more of the outstanding Common StockCompany's common stock, but only prior to the acquisition by a person or group of a 50% stake, the Board of Directors of will also have the Company may ability to exchange the Rights (other than Rights owned held by such person or group which have become voidgroup), in whole or in part, at an exchange ratio of for one share of Common Stock per Right common stock (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 or one one-thousandth hundredth of a Preferred Share, which may, at the election share of the Company, be evidenced by depository receiptsnew series of junior participating preferred stock described below) and in lieu thereof, per Right. This provision will have an adjustment in cash will be made based economically dilutive effect on the market price of the Preferred Shares on the last trading day prior acquiror, and provide a corresponding benefit to the date remaining rightsholders, that is comparable to the flip-in without requiring rightsholders to go through the process and expense of exerciseexercising their Rights. 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 In addition to authorizing the new Rights, your Board designated a series of junior participating preferred stock as the preferred stock which is purchasable upon exercise of the Rights may be amended by the Board of Directors Rights. The shares of the Company without junior participating preferred stock will be nonredeemable. Each preferred share will be entitled to an aggregate dividend equal to the consent greater of $1 per share or 100 times the dividend declared on the common shares. In the event of liquidation, the holders of the preferred shares will be entitled to receive an aggregate liquidation payment equal to the greater of $100 or 100 times the payment made per share of common stock. Each preferred share will have 100 votes, voting together with the common shares. Finally, 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 received per common share. These rights are protected by customary anti-dilution provisions. In the event of issuance of preferred shares upon exercise of the Rights, except in order to facilitate trading a depositary receipt may be issued for each one one-hundredth of a preferred share. The dividend, liquidation and voting rights, and the non-redemption feature, of the preferred shares are designed so that from and after such time as anythe value of the one-hundredth interest in a preferred share purchasable with each Right will approximate the value of one share of common stock.

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 4.1 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 15, 20001999, the Board of Directors of NETsilicon, Inc. VERITAS 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 ), of the Company. The dividend is payable to stockholders of record on September 23June 25, 2000 1999 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of record on that datestock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation (including the TeleBackup exchangeable shares), which options or securities were outstanding prior to the Distribution 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 0.001 per share (the "Preferred Shares"), of the Company, at a price of $200.00 550 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 "ChaseMellon Shareholder Services, L.L.C., as Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement or disclosure 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 the time as any Person a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, 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 (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 Share certificates with a copy of this Summary of Rights attached thereto. Seagate Technology, Inc. and its affiliates will not be an "Acquiring Person" as a result of entering into or acquiring Common Shares under an agreement between the Company and Seagate, unless Seagate becomes the beneficial owner of more than the amount of Common Shares which Seagate acquired under such agreement or, if less, which Seagate subsequently owns. No person or group shall become an Acquiring Person if the Board of Directors of the Company determines in good faith that a person or group who would otherwise be an Acquiring Person has become such inadvertently, and such person or group as promptly as practicable takes such actions as may be necessary so that such person or group would no longer be considered an Acquiring Person. 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 44 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 certificates alone will evidence the Rights. If Common Shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company (including the Telebackup exchangeable shares) outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 16, 2009, unless the 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 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 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 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, each Preferred Share will be entitled to a $1.00 preference, and thereafter 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 that any time after a Person person or group becomes an Acquiring Person, unless the Company event causing the person or group to become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction or 50% or more of its consolidated assets or earning power are solddescribed in the next paragraph, 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 StockRight, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by such person or group the Acquiring Person (which have become will thereafter be void), in whole or in part, at an exchange ratio of one share will thereafter have the right to receive upon exercise that number of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in Shares having a market value of two times 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 exercise price of the Preferred Shares Right on the last trading day prior terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to the date of exercise. At any time prior satisfy such obligation to the tenth day following the time any Person becomes an Acquiring Personissue 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 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 anyis

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 12December 13, 20001996, the Board of Directors of NETsilicon, Inc. Xxxx Xxxxx Financial 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 31, 2000 1996 (the "Record Date") to the stockholders of record on that date. Each Right entitles en- titles 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 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 $ per one one-thousandth one- hundredth of a Preferred Share (the "Purchase Price"), subject sub- ject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (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 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 prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement announce- ment of an intention to make, a tender offer or exchange offer of- fer 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 outstanding voting securities of the Company out- standing Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidencedevi- denced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock certificate Share cer- tificate 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 December 31, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or ex- changed 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 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. 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 the such time as any Person becomes person be- comes an Acquiring Person, the Board of Directors of the Company Com- pany may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "Redemption Price"). The redemption re- demption 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 re- demption 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 hold- ers of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons be- comes 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 re- ceive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 20, 1996. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its en- tirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced represented 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 17, 2000, 1999 the Board of Directors of NETsiliconXxxxxx-Xxxxx Properties, Inc. declared (the "Company") authorized 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 23March 29, 2000 1999 (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 .01 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 36.00 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 First Union National 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 evidencedrepresented, 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. Any person or group owning in excess of 15% of the outstanding Common Shares as of March 29, 1999, shall only trigger the effects referred to above if such person increases its ownership of Common Shares to in excess of the percentage of outstanding Common Shares on such date plus 1%. 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 representing 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 follow- ing the Distribution Date, separate certificates evidencing representing 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 represent the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 29, 2009 (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 $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared authorized 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 sold84 sold 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 cause the Company to 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 represented 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 cause the Company to 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 (other than persons owning in excess of 15% of the outstanding Common Shares on March 29, 1999) 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 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 12June ___, 20001999, the Board of Directors of NETsiliconNew World Coffee-Manhattan Bagel, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.001 per share (the "Common StockShares") outstanding ), of the Company. The dividend is payable on September 23to the stockholders of record on _________, 2000 1999 (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 0.001 per share (the "Preferred Shares"), of the Company, Company at a price of $200.00 10.00 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 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 (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, or (D) any entity holding Common Shares for or pursuant to the terms of any such plan) have acquired beneficial ownership of fifteen (15%) percent or more of the outstanding Common Shares (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 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 fifteen (15% or, in the case of the Grandfathered Stockholder, an additional 1%, ) percent 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, 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 June 30, 2009 (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 purchased 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, or if the Preferred Shares are then convertible, on an "as converted" basis. 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 1,000 100 times the aggregate payment made per share of Common StockShare, or if the Preferred Shares are then convertible, on an "as converted" basis. Each Preferred Share will have 1,000 100 votes, voting together with the Common StockShares, or if the Preferred Shares are then convertible, on an "as converted" basis. 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, or if the Preferred Shares are then convertible, on an "as converted" basis. 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 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) Distribution Date, the liquidation amount of the Rights Agreement, if Preferred Shares ($1,000 per share) is convertible into shares of Common Stock at a rate of 50% of the Rights evidenced by this Right Certificate are or were at any time market value of the Common Stock 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)Date, such Rights shall become voidsubject to adjustment for stock splits, combinations and distributions, and any holder for mergers and asset acquisitions. Thereafter, voting and dividend rights will be based on the Common Stock equivalent of the Preferred Shares, that is, each Preferred Share, for such Rights purpose, shall thereafter have no right to exercise such Rightsbe treated as if it had been fully converted into shares of Common Stock. 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 may, at its option, exchange all or part of the then outstanding and exercisable Rights (other than which shall not include Rights owned by such person or group which that have become void), in whole or in part, at an exchange ratio ) for one-half of one share the number of Common Stock per Right (subject to adjustment)Shares, one-thousandths of Preferred Shares or other securities or property for which the Rights are then exercisable. 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 the such time as any Person 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 0.001 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 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 (other than an excepted person) 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 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. 42 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 7, 20001998, the Board of Directors of NETsilicon, Inc. Edify 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 ), of the Company. The dividend is payable to stockholders of record on September 23August 14, 2000 1998 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the stockholders date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of record on that datestock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation, which options or securities were outstanding prior to the Distribution 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 0.001 per share (the "Preferred Shares"), of the 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., 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 or disclosure 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 the time as any Person a person or group becomes an Acquiring Person) ), following the commencement of, or announcement of an intention to make, 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 (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 Share certificates with a copy of this Summary of Rights attached thereto. No Person shall become an Acquiring Person if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person has become such inadvertently, and such Person as promptly as practicable takes such actions as may be necessary so that such Person would no longer be considered an Acquiring Person. 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 certificates alone will evidence the Rights. If Common shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the Rights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 10, 2008 (the "Final Expiration Date"), unless the 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 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 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 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, each Preferred Share will be entitled to a $1.00 preference, and thereafter 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 that any time after a Person person becomes an Acquiring Person, unless the Company event causing the Designated Percentage threshold to be crossed and the Person to thereby become an Acquiring Person is acquired in a merger merger, acquisition or other business combination transaction described in the next paragraph, 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 on the terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to satisfy such obligation to issue Common Shares, the Company is obligated to deliver upon payment of the exercise price of a Right an amount of cash or other securities equivalent in value to the Common Shares issuable upon exercise of a Right. In the event that any person or group becomes an Acquiring Person and the Company merges into or engages in certain other business combination transactions with an Acquiring Person, or 50% or more of its consolidated assets or earning power are soldsold to an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights owned by an 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. At any time after any Person 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 may exchange the Rights (other than Rights owned by such person or group which have become voidthe Acquiring Person), 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 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 any Person as a person or group 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 0.001 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. After the period for redemption of the Rights has expired, the Board may not amend the Rights Agreement to extend the period for redemption of the Rights. 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 a resolution of 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 becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights (other than an Acquiring Person). 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. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated August 11, 1998. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

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 NETsiliconBarnes & Noble, Inc. (the "Company") declared a dividend of one preferred share purchase right xxx xxght (a x "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 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 onefour-thousandth 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). 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. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.