0001107194-08-000021 Sample Contracts

VOTING AGREEMENT AND WAIVER
Voting Agreement and Waiver • July 10th, 2008 • Centillium Communications Inc • Telephone & telegraph apparatus • Delaware

THIS VOTING AGREEMENT AND WAIVER (this "Agreement"), dated as of July 9, 2008, is made by and among TranSwitch Corporation, a Delaware corporation (the "Parent"), and the undersigned holder (the "Holder") of certain shares of Company Capital Stock of Centillium Communications, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).

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