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

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

Signature. NOTICE The signature in the foregoing Forms 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 Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT B UNDER CERTAIN CIRCUMSTANCES, INC. AS SET FORTH IN THE RIGHTS AGREEMENT, CERTAIN RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID SUMMARY OF RIGHTS TO PURCHASE PREFERRED COMMON SHARES On September 12July 30, 20002014, the Board of Directors of NETsiliconSelf Storage Group, Inc. declared (the “Company”) adopted a resolution declaring 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 Shares”), of the Company. The dividend is payable on September 23August 1, 2000 2014 (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, 1) Common Share at a price equal to the aggregate par value of $200.00 per one one-thousandth of a Preferred Share such Common Shares (the "“Purchase Price"”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of August 1, 2014 (the "“Rights Agreement"”) between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agents Agent (the "“Rights Agent"”). Until the earlier to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the Close of Business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

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

Signature. NOTICE 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 DOUBLE EAGLE PETROLEUM CO., 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 PURCHASEPREFERRED SHARES On September 12August 21, 20002007, the Board of Directors of NETsilicon, Inc. DOUBLE EAGLE PETROLEUM CO. (the “Company”) declared a dividend of one preferred share purchase right Preferred Share Purchase Right (a "“Right"”) for each outstanding share of common stock, par value $.01 0.10 per share (the "“Common Stock") outstanding Shares”), of the Company. The dividend is payable on September 234, 2000 2007 (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 the Company’s Junior Participating Preferred Stock, Series B, par value $0.01 0.10 per share (the "“Preferred Shares"), of the Company, ”) at a price of $200.00 45 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 close of business on the 10th business day after 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 the close of business days on the 10th business 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 after the commencement of, date that a tender or announcement of an exchange offer or intention to make, commence a tender offer or exchange offer by any person or group is first published, announced, sent, or given, the consummation of which would result in the beneficial ownership by a such 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 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 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 August 24, 2010 (the “Final Expiration Date”), unless the Final Expiration Date is extended or changed 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 Common Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock 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 holder of a Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of $1 per share or 1,000 times the dividend declared per share of Common StockShare. In the event of liquidation, the each holder of a Preferred Share will be entitled to a payment of $1,000 per share provided that such holders of the Preferred Shares will shall 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 anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, ’ dividend and liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the long term 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 sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or an affiliate or associate or certain transferees of an Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any Person becomes an Acquiring Person the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% 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 one one-thousandth of Common Stock a Preferred 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, Share and 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 Common Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 .01 per Right (the "“Redemption Price"”). The redemption of the Rights may be made effective at such time, time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above, 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.

Signature. NOTICE The signature in the foregoing Forms Form of Assignment and or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit C UNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED SHARES STOCK OF SWIFT ENERGY COMPANY On September 12August 1, 20001997, the Board of Directors of NETsilicon, Inc. SWIFT ENERGY COMPANY (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 share, of the Company (the "Common Stock") outstanding ). The dividend is payable to the stockholders of record on September 23August 12, 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 .01 per share share, of the Company (the "Preferred SharesStock"), of the Company, ) at a price of $200.00 150 per one one-thousandth of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of August 1, 1997, as the same may be amended from time to time (the "Rights Agreement") ), between the Company and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, 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 shares 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 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 shares 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 together with a copy of this Summary of Rights attached theretoRights. 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 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 issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration earlierexpiration 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 theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatecertificates. 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 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 31, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or 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 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 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 and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also is 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. Shares of Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled entitled, when, as and if declared, to a quarterly dividend payment per share equal to an aggregate dividend of 1,000 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares Stock will be entitled to a minimum preferential payment of the greater of $1.00 per share (plus any accrued but unpaid dividends) or an aggregate payment of 1,000 1000 times the aggregate payment or distribution made per share of Common Stock. Each share of Preferred Share Stock will have 1,000 1000 votes, voting together with the Common Stock. In Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 1000 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' Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Share Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after In the occurrence event that any person or group of affiliated or associated persons becomes an event described in Section 11(a)(ii) Acquiring Person, each holder 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 Acquiring Person or an Associate or Affiliate of an the Acquiring Person (as such terms are defined in the Rights Agreementwhich will thereupon become void), such Rights shall become void, and any holder of such Rights shall will thereafter have no the right to receive upon exercise such Rightsof a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, at any time after a Person becomes person or group has become 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 provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have 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 earlier of one of the events described in the previous paragraph or the acquisition by any person such Acquiring Person of 50% or group of a majority more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, 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 shares of Preferred Shares Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depository depositary receipts) ), and in lieu thereof, thereof an adjustment in cash will be made based on the current market price of the Preferred Shares on Stock or the last trading day prior to the date of exerciseCommon Stock. At any time prior to the tenth day following the time any an Acquiring Person becomes an Acquiring Personsuch, 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 terms of For so long as the Rights may be amended by the Board of Directors of are then redeemable, the Company without may, except with respect to the consent redemption price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the redemption price, amend the Rights Agreement in any manner that does not adversely affect the interests 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 After due inquiry and Election must conform to the name as written upon best of my knowledge and belief, I certify that the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification information set forth above in the Form of Assignment or the Form of Election to Purchasethis Statement is true, as the case may be, is not completed, the Company complete 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 honoredcorrect. NETSILICONHARTFORD LIFE, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12By: /s/ LOWNXXX X. XXXXX ------------------------------------ Name: Lownxxx X. Xxxxx Title: President and Chief Executive Officer Dated: May 24, 20002000 ANNEX A May 17, 2000 Special Committee of the Board of Directors of NETsiliconHartford Life, Inc. declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock200 Xxxxxxxxx Xxxxxx Xxxxxxxx, par value $.01 per share (the "Common Stock") outstanding on September 23, 2000 (the "Record Date") Xxxxxxxxxxx 00000 Xxdies and Gentlemen: You have requested our opinion as to the stockholders fairness, from a financial point of record on that date. Each Right entitles view, to the registered holder to purchase from holders of the Company one one-thousandth of a share of Series Class A Junior Participating Preferred Common Stock, par value $0.01 per share (the "Preferred SharesCompany Class A Stock"), of Hartford Life, Inc. (the "Company"), other than The Hartford Financial Services Group, Inc. (the "Parent") and its affiliates, of the consideration to be received by such holders in connection with the proposed acquisition by Parent of all outstanding shares of Company Class A Stock as contemplated by the Agreement and Plan of Merger (the "Agreement") to be entered into by and among the Company, Parent, Hartford Fire Insurance Company ("Purchaser"), a wholly owned subsidiary of Parent, and HLI Acquisition, Inc. ("MergerSub"), a wholly owned subsidiary of Purchaser. As more specifically set forth in the Agreement, and subject to the terms and conditions thereof, (i) Parent will cause Purchaser to commence a tender offer (the "Proposed Tender Offer") to purchase all outstanding shares of Company Class A Stock, at a purchase price of $50.50 per share, net to the seller in cash (the "Per Share Amount"), and (ii) following consummation of the Proposed Tender Offer, MergerSub will be merged with and into the Company (the "Proposed Merger" and, together with the Proposed Tender Offer, the "Proposed Transaction") and each then outstanding share of Company Class A Stock (other than certain shares specified in the Agreement) will be converted into the right to receive, in cash, the Per Share Amount, or any higher price that may have been paid pursuant to the Proposed Tender Offer. In arriving at our opinion, we reviewed the Agreement, dated as of May 18, 2000, and held discussions with certain senior officers, directors and other representatives and advisors of the Company and certain senior officers and other representatives and advisors of Parent concerning the businesses, operations and prospects of the Company. We examined certain publicly available business and financial information relating to the Company as well as certain financial forecasts and other information and data for the Company which were provided to or otherwise discussed with us by the management of the Company and Parent. We reviewed the financial terms of the Proposed Transaction as set forth in the Agreement in relation to, among other things: current and historical market prices and trading volumes of Company Class A Stock; the historical and projected earnings and other operating data of the Company; and the capitalization and financial condition of the Company. We considered, to the extent publicly available, the financial terms of certain other similar transactions recently effected that we considered relevant in evaluating the Proposed Transaction and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations we considered relevant in evaluating those of the Company. We also have taken into consideration that Parent owns all of the outstanding shares of the Class B Common Stock, par value $0.01 per share, of the Company, which represents approximately 81% of the outstanding shares of the common stock of the Company. In addition to the foregoing, we conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as we deemed appropriate in arriving at a price our opinion. In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of $200.00 per one one-thousandth all financial and other information and data publicly available or furnished to or otherwise reviewed by or discussed with us and have further relied upon the assurances of a Preferred Share management of the Company and Parent that they are not aware of any facts that 9 would make any of such information inaccurate or misleading. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with us, we have been advised by the management of the Company and Parent that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company and Parent as to the future financial performance of the Company. We express no view with respect to such forecasts and other information and data or the assumptions on which they were based. We have not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the "Purchase Price"), subject to adjustmentCompany nor have we made any physical inspection of the properties or assets of the Company. The description and We have further assumed that the Proposed Transaction will be consummated in accordance with the terms of the Rights are set forth in a Rights Agreement (Agreement, without waiver of any of the "Rights Agreement") between conditions precedent to the Company and Rights Agents (Proposed Tender Offer or 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, Proposed Merger contained in the case Agreement. For purposes of Osicom Technologiesthis opinion, Inc. (we have assumed that the "Grandfathered Stockholder")consideration paid per share of Company Class A Stock in the Proposed Transaction will be the Per Share Amount. We were not requested to consider, an additional 1%and our opinion does not address, or more the relative merits of the outstanding voting securities of Proposed Transaction as compared to any alternative business strategies that might exist for 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 effect 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 exchangedthe Company might engage. Our opinion necessarily is based upon information available to us and financial, each Preferred Share will be entitled stock market and other conditions and circumstances existing and disclosed to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because us as 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 Stockdate hereof. 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 (Saloxxx Xxxxx Xxxnxx Xxx. is acting 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 financial advisor to the acquisition by any person or group Special Committee of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange in connection with the Rights (other than Rights owned by such person or group Proposed Transaction and will receive a fee for our services, a significant portion of which is contingent upon consummation of the Proposed Transaction. We 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 past provided investment banking services to the Company and Parent unrelated to the Proposed Transaction, for which we have received compensation. In the ordinary course of our business, we and our affiliates may actively trade or hold the securities of the Company and Parent for our own account or for the account of our customers and, accordingly, may at least 1% any time hold a long or short position in such Purchase Pricesecurities. No fractional Preferred Shares will be issued Saloxxx Xxxxx Xxxnxx Xxx. and its affiliates (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of including Citigroup Inc. and its affiliates) may maintain relationships with the Company, be evidenced by depository receipts) Parent and in lieu thereof, an adjustment in cash will be made based on their respective affiliates. Our advisory services and the market price opinion expressed herein are provided for the information of the Preferred Shares on the last trading day prior to the date Special Committee 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 its evaluation of the Rights may Proposed Transaction and our opinion is not intended to 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 does not constitute a recommendation of the RightsProposed Transaction to the Company or a recommendation to any stockholder as to whether such stockholder should tender shares of Company Class A Stock in the Proposed Tender Offer or how such stockholder should vote on any matters relating to the Proposed Merger. Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the right consideration to exercise be received in the Rights will terminate and the only right of Proposed Transaction by the holders of Rights will be Company Class A Stock (other than Parent and its affiliates) is fair, from a financial point of view, to receive the Redemption Pricesuch holders. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the RightsVery truly yours, except that from and after such time as any/s/ SALOXXX XXXXX XXXNXX XXX. SALOXXX XXXXX XXXNXX XXX.

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 above information is true and correct. The undersigned recognizes that the Company and its counsel are relying on the truth and accuracy of such information in reliance on the exemption contained in Subsection 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The undersigned agrees to notify the Company promptly of any changes in the foregoing Forms of Assignment and Election must conform information which may occur prior to the name as written upon investment. Executed at ___________________, on , 2004 ------------------------------------ (Signature) ------------------------------------ (Title if for Entity) Exhibit E CERTIFICATE OF SUBSEQUENT SALE Continental Stock and Transfer Co. 17 Battery Place New York, New York 10004 Attention: Richard Biscovxxx XX: Xxxx xx Xxxxxx xx Xxxxxx Xxxxx xf IRIS Interxxxxxxxx, Xxx. (the face "Company") pursuant to the Company's Prospectus dated _____________ (the "Prospectus") Ladies and Gentlemen: The undersigned hereby certifies, in connection with the sale of this Right Certificate shares of Common Stock of the Company included in every particularthe table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all applicable securities laws, including, without alteration or enlargement or any change whatsoeverlimitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): ------------------------------------ Record Holder (e.g., if held in name of nominee): ------------------------------ Restricted Stock Certificate No.(s): ------------------------------------------- Number of Shares Sold: --------------------------------------------------------- Date of Sale: ------------------------------------------------------------------ In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the certification set forth above undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. Very truly yours, Dated: ----------------- By: Print Name: Title: cc: Exhibit F Form of Assignment or the Form of Election to PurchaseLock-up Agreement April __, as the case may be2004 Oppenheimer & Co. Inc. 125 Broad Street, is not completed16th Floor New York, the Company NY 10000 Xxxxxx 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 Gentlemxx: Xxx xxxxxxxxxxx xxxxxxxxxxx xxxx Xxpenheimer & Co. Inc. (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 "RightOppenheimer") has entered into a Placement Xxxxx Xxxeement with IRIS International, Inc., a Delaware corporation (the "Company"), providing for each outstanding share the private placement (the "Private Placement") of common stock, $.01 par value $.01 per share of the Company (the "Common Stock") outstanding on September 23), 2000 and warrants to purchase Common Stock (collectively referred to herein as 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 AgentSecurities"). Until To induce Oppenheimer to continue its efforts in connection with the Privxxx Xxxxxxxnt, the undersigned hereby agrees that, without the prior written consent of Oppenheimer, it will not, during the period commencing on the datx xxxxxx xnd ending upon the later of: (a) ninety (90) days following the effective date of a registration statement in which the Securities are included; or (b) six (6) months after the final closing of the Private Placement (such earlier date referred 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. (as 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 Termination 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 onoffer, pledge, sell, contract to sell, sell any option or a subdivisioncontract to purchase, combination purchase any option or reclassification contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, the Preferred Sharesdirectly or indirectly, (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 any shares of Common Stock or subdivisionsany securities convertible into or exercisable or exchangeable for Common Stock whether now owned or hereafter acquired, consolidations or combinations occurring, in (ii) enter into 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 swap or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled arrangement that transfers 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)another, in whole or in part, at an exchange ratio any of one share the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock per Right or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (subject A) the transfer of shares of Common Stock or other securities of the Company by the undersigned as a gift or gifts; (B) the transfer of shares of Common Stock or other securities of the Company by the undersigned to adjustment). With certain exceptionsits affiliates, no adjustment as such term is defined in Rule 405 under the Securities Act of 1933, as amended; and (C) the transfer of shares of Common Stock by will or intestacy or to a trust; provided, that, in the Purchase Price case of clause (A), (B) or (C) above, the recipient(s), donee(s) or transferee(s), respectively, agrees in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of this agreement. The undersigned also agrees and consents to the Company's entry of stock transfer instructions with the Company's transfer agent against the transfer of shares of capital stock of the Company issued or issuable to the undersigned. In addition, the undersigned agrees that, without the prior written consent of Oppenheimer, it will not, during the period commencing on the date xxxxxx xxx ending upon the Termination Date, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Oppenheimer may, in its sole discretion, waive in writing adherence xx xxx xxxms of this agreement. This agreement shall terminate, become null and void and be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued no further force or effect if the Placement Agent Agreement dated as of February 25, 2004 by and between the Company and Oppenheimer is terminated (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 receiptsprovisions thereof that survixx xxxxxxxxion) 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 closing of the Company may redeem the Rights in wholePrivate Placement. Very truly yours, but not in part, at a price of $0.01 per Right Print Name (the "Redemption Price"Address). 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 act 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 12February 19, 20001997, the Board of Directors of NETsiliconSanta Fe Energy Resources, 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") outstanding ). The dividend is payable on September 23March 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 per one one-thousandth of a Preferred Share 42.00 (subject to adjustment as provided in the Rights Agreement) (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 Chicago Trust Company of New York, as Rights Agents Agent (the "Rights Agent"). Until the earlier to occur of (i) the tenth calendar day after 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of the Company Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), 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 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 5:00 p.m., Houston, Texas time on the earlier to occur of (i) March 3, 2000 and (ii) the close of business on the second anniversary of the distribution to the Company's stockholders of the shares of Common Stock of Monterey Resources, Inc. owned by the Company (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 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 anyprevent

Signature. Dated: __________________ 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 Certification of Status 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. NETSILICONEXHIBIT C TITAN EXPLORATION, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12June 10, 20001999, the Board of Directors of NETsiliconTitan Exploration, Inc. (the "Company") authorized and declared a dividend of one preferred share purchase right Right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 per share (the "Common Stock") outstanding ), of the Company (the "Common Shares"). The dividend is payable on September 23July 1, 2000 1999 (the "Record Date") to the stockholders holders of record of the Common Shares at the close of business on that date. Each In addition, the Company has authorized the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined). When exercisable 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 30.00 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 acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, 15 percent or more of the outstanding voting securities of the Company or Common Shares and (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 or associated persons becomes an Acquiring Person) following the commencement of, or first public 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, in the case affiliated or associated persons of the Grandfathered Stockholder, an additional 1%, 15 percent or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called herein referred to as 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 to Purchase Preferred Shares ("Summary of Rights"), in substantially the form attached to the Rights Agreement as Exhibit C, attached thereto. The Rights Agreement excludes Natural Gas Partners, L.P., Natural Gas Partners II, L.P. and NGP Louisiana Partners, L.P. and their respective affiliates and associates (collectively, the "Excluded Parties") from causing the Rights to become exercisable until such time as the Excluded Parties collectively own 35% or more of Titan's outstanding stock. The Excluded Parties presently own an aggregate of approximately 30% of Titan's common stock. The exception for the Excluded Parties shall terminate once the Excluded Parties are the Beneficial Owners of an aggregate of less than 15 percent of the shares of Common Stock of the Company. 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 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 on or after the Record Date, even without such notation or a copy of this the 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 9, 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 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 redeemablesubject to redemption by the Company. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of 1,000 $.01 per share but will be entitled to an aggregate dividend of 100 multiplied times the dividend declared per share of Common StockShare. In the event of liquidation, the holders holder of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1.00 per share but will be entitled to an aggregate payment of 1,000 100 multiplied 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 multiplied 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% 50 percent or more of its consolidated assets or earning power are soldsold after a person or group of affiliated or associated persons 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 null and void and nontransferable), will thereafter have the right to receive upon exercise that number of Common Shares of the Company having a market value of two times the exercise price of the Right. At any time after any Person person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition by any such person or group of a majority 50 percent 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 voidnull and void and nontransferable), 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% one percent in such Purchase Price. No fractional The Company may, but shall not be required to, issue fractions of a Preferred Shares will be issued Share (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred ShareShare or any integral multiple thereof, 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 close of business on the tenth day following the time any a public announcement that an Acquiring Person becomes has become such 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. The time at which the Rights are redeemed by the Company is herein referred to as the "Redemption Date." Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will be to receive the Redemption Price. The At any time prior to the Distribution Date and subject to the last sentence of this paragraph, 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 including without limitation an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of 0.001 percent and the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10 percent. From and after the Distribution Date and subject to applicable law, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of Rights Certificates to, among other things, make any other provisions in regard to matters under the Rights Agreement that the Company may deem necessary or desirable and that shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an affiliate or associate of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by antidilution provisions) or (ii) provide for an earlier Final Expiration Date. 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. The Preferred Shares shall rank, with respect to the payment of dividends and as to distributions of assets upon liquidation, dissolution or winding up of the Company, junior to all other series of preferred stock of the Company, unless the Board of Directors of the Company shall specifically determine otherwise in fixing the powers, preferences and relative, participating, optional and other special rights of the shares of any such time other series and the qualifications, limitations and restrictions thereof. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as anyan Exhibit to a Registration Statement on Form 8-A dated June 10, 1999. 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 (Signature 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) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this 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 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 SHARES OF SERIES A JUNIOR PARTICIPATING PREFERRED SHARES STOCK On September 12February 4, 20002009, the Board of Directors (the “Board of NETsiliconDirectors”) of Nexity Financial Corporation (the “Company”) entered into a Rights Agreement (the “Rights Agreement”) with Registrar and Transfer Company (the “Rights Agent”) and, Inc. in connection therewith, on February 4, 2009, declared a dividend distribution of one preferred share stock purchase right (each, a "“Right"”) for each outstanding share of common stock, par value $.01 0.01 per share (the "“Common Stock") outstanding on September 23”), 2000 (of the "Record Date") Company, subject to the completion of appropriate documentation. The distribution was made to stockholders of record as of the close of business on that dateFebruary 10, 2009 (the “Record Date”). Each Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of a newly created series of the Company’s Series A Junior Participating Preferred Stock, par value $0.01 per share (the "“Preferred Shares"Stock”), of the Company, at a purchase price of $200.00 37.50 per one one-thousandth of a Preferred Share Unit (the "“Purchase Price"”), subject to adjustmentthe adjustments described below. The description and terms of the Rights are set forth in a Rights Agreement (represented by the "Rights Agreement") between Common Stock certificates and are not exercisable or transferable apart from the Company and Rights Agents (the "Rights Agent"). Until Common Stock until the earlier to occur of (i) the tenth calendar day after ten days following a public announcement that a person (other than certain exempted entities and any “grandfathered stockholder”) or group of affiliated or associated persons (an "“Acquiring Person") ”), has acquired acquired, or obtained the right to acquire, beneficial ownership of 1511% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting power of the aggregate of all shares of the Company’s voting securities of (“Voting Stock”) then outstanding (the Company “Stock Acquisition Date”) 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 an Acquiring Person) following the commencement of, of (or the first public announcement of an intention to make, commence) a tender offer or exchange offer the if, upon consummation of which would result in the beneficial ownership by a thereof, such person or group would be the beneficial owner of 1511% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding the voting securities power of the Company aggregate of all shares of the Voting Stock then outstanding (the earlier of such the 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 the “Rights Certificates"”) will be mailed to stockholders who were holders of record of the Common Stock as of the Close close of Business business on the Distribution Date Date. From and such after the Distribution Date, the separate Right Rights Certificates alone will evidence the Rights. The Rights are not exercisable will expire at the close of business on February 10, 2019 (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Company. If an Acquiring Person becomes the beneficial owner of more than 11% of the voting power of the aggregate of all shares of Voting Stock then outstanding each holder of a Right will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, shares of Common Stock which at the time of the transaction would have a market value of two times the Purchase Price. Notwithstanding the foregoing, no Right may be exercised for Common Stock of the Company until the Rights have become non-redeemable, as described below. If, at any time following the Distribution Date, the Company is acquired in a merger or other business combination transaction or 50% or more of its assets or earning power is sold, each holder of a Right will thereafter have the right to receive, upon exercise of the Right at the then current Purchase Price, a number of shares of common stock of the acquiring company which at the time of the transaction would have a market value of two times the Purchase Price. The events described in this paragraph are defined as “Triggering Events.” Following the occurrence of any Triggering Events, any Rights that are or were beneficially owned by an Acquiring Person will expire on be null and void. 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, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for Preferred Stock or purchase Preferred Shares convertible securities at a price, or securities convertible into Preferred Shares 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 evidence of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such of the Purchase Price. No fractional Preferred Shares Units will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Shareand, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading day prior to the date of exercise. At any time on or prior to the earlier of (i) the close of business on the tenth day following the time any Person becomes Stock Acquisition Date (which period may be extended for an Acquiring Personadditional ten days), or (ii) the Board of Directors of Final Expiration Date, 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 Immediately upon the action of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any person becomes an Acquiring Person, the Company may, provided that all necessary regulatory approvals have been obtained, exchange the Rights (other than Rights owned by such Acquiring Person which become null and void), in whole or in part, at a ratio of two shares of Common Stock per Right, or two-one thousands of a share of Preferred Stock per Right, subject to adjustment. Until a Right is exercised, the holder of the Right will not have any rights as a stockholder of the Company solely by virtue of holding the Right, including, without limitation, the right to vote or to receive dividends. As long as the Rights are attached to the Common Stock, the Company will issue one Right with each new share of Common Stock issued so that all shares will have attached Rights. After the Distribution Date but prior to the Final Expiration Date, Rights shall only be issued in connection with the issuance of Common Stock upon the exercise of stock options granted prior to the Distribution Date or pursuant to other benefits under any employee plan or arrangement established prior to the Distribution Date. The terms of the Rights may be amended by the Board of Directors of the Company; provided, however, that after a person becomes an Acquiring Person, the Company without may amend the consent Rights Agreement only if the amendment will not adversely affect the interests of holders of Rights (other than an Acquiring Person). The Rights Committee of the Board of Directors shall review and evaluate the Rights Agreement in order to consider whether the maintenance of the Rights Agreement continues to be in the best interests of the Company, its stockholders and other relevant constituencies of the Company at least annually or sooner than that if any Person shall have made a proposal to the Company or its stockholders, or taken any other action that, if effective, could cause such person to become an Acquiring Person, if a majority of the members of the Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Committee shall communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether the Rights Agreement should be modified or the Rights should be redeemed. The Preferred Stock purchased upon exercise of the Rights will be non-redeemable and junior to any other series of preferred stock that Company may issue. Each share of Preferred Stock will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to an aggregate dividend of 1000 times the dividend declared on the Common Stock. In the event of liquidation, the holders of the RightsPreferred Stock will receive a preferred liquidation payment of $1000.00 per share, except that but will be entitled to receive an aggregate liquidation payment equal to 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together as one class with the Common Stock. Finally, in the event of any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 1000 times the aggregate amount of stock or securities, cash and/or other property, into which or for which each share of Common Stock is changed or exchanged. The foregoing rights of the Preferred Stock are protected against dilution if additional shares of Common Stock are issued. Fractional shares of Preferred Stock will not be issuable and in lieu thereof a cash payment will be made. 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 and after such time as anythe 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 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 the foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate such assignment or election to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase purchase will not be honored. 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 12February 24, 20002018, the Board of Directors of NETsiliconHRG Group, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a "“Right"”) for each outstanding share of common stockCommon Stock, par value $.01 0.01 per share (the "“Common Stock") outstanding Shares”), payable on September 23March 8, 2000 2018 (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 B Preferred Stock, par value $0.01 per share (the "“Preferred Shares"”), of the Company, at a price of $200.00 71.55 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 February 24, 2018, between the Company and Rights Agents (the "American Stock Transfer & Trust Company, LLC, a limited liability trust company, as Rights Agent"). Capitalized terms used but not defined in this summary have the meanings ascribed to such terms in the Rights Agreement. The Rights Agreement is intended to, among other things, discourage an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and thereby preserve the current ability of the Company to utilize certain net operating loss carryovers and other tax benefits of the Company and its subsidiaries. Until the earlier to occur of (i) the tenth calendar day after 10 days following a public announcement that a person Person or group of affiliated Affiliated or associated persons Associated Persons (other than an "Acquiring Exempt Person") has acquired beneficial ownership Beneficial Ownership of 154.9% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Company Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) 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 Beneficial Ownership by a person Person or group of 154.9% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such the outstanding voting securities of the Company Common Shares (the earlier of such dates being called dates, the "“Distribution Date"”), the Rights will be evidenced, with respect to any of the Common Stock Share certificates outstanding as of the Record Date, by such Common Stock Share certificate 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 thereto (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 unless 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 recorded in book entry). A Person shall 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 be deemed to adjustment from time to time to prevent dilution be an Acquiring Person if such Person is (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesCompany, (ii) upon the grant to holders any Subsidiary of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a priceCompany, 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 CF Turul LLC, Leucadia National Corporation, or any of their respective Subsidiaries, (iv) any employee benefit plan 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) Company or of subscription rights any Subsidiary of the Company, (v) any entity holding Common Shares for or warrants pursuant to the terms of any such employee benefit plan or (other than those referred to above). The number vi) any Person who or which, at the time of outstanding Rights and the number first public announcement of one one-thousandths this Agreement, is a Beneficial Owner of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split 4.9% or more 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 Company then outstanding (a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation“Grandfathered Stockholder”); provided, 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 voteshowever, voting together with the Common Stock. In the event of any mergerthat if a Grandfathered Stockholder becomes, 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) date of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at Beneficial Owner of any time on or after the earlier additional Common Shares then such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder unless, upon such acquisition of (x) the date Beneficial Ownership 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)additional Common Shares, such Rights shall become void, and any holder Person is not the Beneficial Owner 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 504.9% or more of its consolidated assets the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 4.9%, 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 earning power are soldunderstanding pursuant to which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, proper provision will 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 such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership of Common Shares shall be made so that each holder At any time after any Person becomes considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such Grandfathered Stockholder 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 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 4.9% 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 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 Corporation and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONExhibit B Summary of Rights to Purchase Preferred Shares On November 2, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12, 20002001, the Board of Directors of NETsiliconOptical Cable Corporation, Inc. a Virginia corporation (the "Corporation"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, no par value $.01 per share value, of the Corporation (the "Common StockShares") outstanding ). The dividend was payable on September 23November 5, 2000 2001 (the "Record Date") to the stockholders shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company Corporation one one-thousandth of a share of Series A Junior Participating Preferred StockShare of the Corporation, no par value $0.01 per share (the "Preferred Shares"), of the Company, ) at a price of $200.00 25 (subject to adjustment as provided in the Rights Agreement) per one 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 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 of the Corporation 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 by the certificates for the associated Common Shares. Notwithstanding the foregoing, an "Acquiring Person" does not include (x) the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan; (y) any person who would otherwise be an "Acquiring Person" as of November 2, 2001 unless and until such person, together with all affiliates and associates of such person, shall be the beneficial owner of a percentage of the Common Shares then outstanding equal to the sum of .0001% plus the percentage of Common Shares beneficially owned by such person and all affiliates and associates of such person as of November 2, 2001, provided that the foregoing exclusion will cease to apply with respect to any person at such time as such person, together with all affiliates and associates of such person, ceases to beneficially own 15% or more of the Common Stock certificates outstanding as Shares then outstanding; or (z) any person who would otherwise be an "Acquiring Person" but for the good faith determination by the Board of Directors of the Record DateCompany that such person has become an "Acquiring Person" inadvertently, by provided that such person divests as promptly as practicable a sufficient number of 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 Shares so that such person would no longer be transferred with and only with the Common Stock. an "Acquiring Person." 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 (i) the Rights Agreement by reference. Until will be transferred with and only with the Distribution Date Common Shares, and (or earlier redemption or expiration of the Rights), ii) 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, Shares will also constitute the transfer of the Rights associated with the such Common Stock represented by such certificateShares. As soon as practicable following Following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Corporation's Common Stock Shares as of the Close close of Business business on the Distribution Date and and, thereafter, such separate Right Certificates certificates alone will evidence the Rights. Except in certain limited circumstances, only Common Shares issued prior to the Distribution Date will be issued with associated Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 2, 2011, (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Corporation, 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 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 redeemablenonredeemable. Each Preferred Share will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to a quarterly an aggregate dividend payment of 1,000 times the any dividend declared per share of on the Common StockShares. In the event of liquidation, the holders of the Preferred Shares will be entitled receive a preferential liquidation payment equal to an aggregate payment the greater of $25,000 or 1,000 times the aggregate payment made per share of Common StockShare. Each Preferred Share will have 1,000 votes, voting together with the Common StockShares. In Finally, in the event of any merger, consolidation or other transaction in which Common Stock Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common StockShare. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the a one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such RightsShare. In the event that, at that any time after a Person person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Company 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. In the event that the Corporation 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. 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 Corporation may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one- thousandth of a Preferred Share (or of a share of Common Stock a class or series of the Corporation's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depository depositary receipts) and and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the time any Person becomes an Acquiring Personoutstanding Common Shares, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price of $0.01 .0001 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 Corporation without the consent of the holders of the Rights, except that from and after such time as anyany person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, 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 November 5, 2001. 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 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. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12October 4, 20001998, 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 23October 16, 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 $200.00 300.00 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 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 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. Seagate Technology, Inc. and its affiliates will not be an "Acquiring Person" as a result of entering into or acquiring Company Shares under an agreement between the Company and Seagate. 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 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 October 5, 2008, 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 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 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 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 redemption price of $0.01 0.001 per Right (the "Redemption Price")Right. 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 Priceredemption 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 October [__], 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 on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICON, INC. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12August 20, 20001999, the Board of Directors of NETsilicon, Inc. Chesapeake Utilities Corporation (the "Corporation") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.01 0.48 2/3 per share (the a "Common StockShare") outstanding ), of the Corporation. The dividend is payable to the stockholders of record on September 233, 2000 1999 (the "Record Date"). One Right also will be issued with each Common Share issued thereafter until the Distribution Date (as defined below) to and, in certain circumstances, with each Common Share issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one Corporation one-thousandth fiftieth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 .01 per share (the "Preferred Shares"), of the Company, Corporation at a price of $200.00 54.56 per one one-thousandth fiftieth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and BankBoston, N.A., as Rights Agents Agent (the "Rights Agent"), dated as of August 20, 1999. Until RIGHTS ARE EVIDENCED BY COMMON SHARE CERTIFICATES UNTIL DISTRIBUTION DATE Initially, the earlier Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares upon the earliest to occur of (i) the tenth calendar day after date of a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has have acquired beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities Common Shares (except pursuant to a tender or exchange offer that is for all outstanding Common Shares at a price and on terms which a majority of the Company members of the Board of Directors who are not employees of the Corporation and who are not affiliated with the Acquiring Person (as defined below) determines to be adequate and in the best interests of the Corporation and its stockholders other than such Acquiring Person and its affiliates and associates (a "Permitted Offer") or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (as hereinafter defined) (the earlier earliest of such dates being called the "Distribution Date"), . A person or group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date or upon transfer or new issuance of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even with or without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock Shares as of the Close close of Business business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1,000 times the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votes, voting together with the Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one share of Common Stock. From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, if the Rights evidenced by this Right Certificate are or were at any time on or after the earlier of (x) the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any.

Signature. NOTICE Notice The signature in on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Right Agreement) and such Assignment or Election to Purchase will not be honored. NETSILICONEXHIBIT B DATA I/0 CORPORATION 00000 Xxxxxxx Xxxx X.X. Xxxxxxx, INC. Xxxxxxxxxx 00000 SUMMARY OF RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED SHARES On September March 12, 20001998, the Board of Directors (the "Board") of NETsilicon, Inc. Data I/0 Corporation (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 Common Stock (the "Common Stock") outstanding of the Corporation. The dividend is payable to the shareholders of record on September 23April 4, 2000 1998 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the stockholders of record on that dateDistribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company Corporation one one-thousandth hundredth (1/100th) of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share Stock/ (the "Preferred SharesStock"), of the Company, Corporation at a price of $200.00 30 per one one-thousandth hundredth (1/100th) of a share of Preferred Share Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agents Agent (the "Rights Agent"), dated as of April 4, 1998. Until Initially, the earlier Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) the tenth calendar day after a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities shares of the Company Common Stock (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or, in the case of the Grandfathered Stockholder, affiliated or associated persons becoming an additional 1%, or more of such outstanding voting securities of the Company Acquiring Person (the earlier of such dates being called as hereinafter defined) (the "Distribution Date"), . A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights will be evidenced, with respect Agreement. The date that a person or group is first publicly announced to any of have become such by the Common Stock certificates outstanding as of Corporation or such Acquiring Person is the Record "Shares Acquisition Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. ." The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date or upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution DateDate and will expire at the close of business on April 4, 2008, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-hundredths (1/100ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of 50% or more of the Common Stock. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will expire on continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Shares Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of shares of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase Preferred Shares Stock at a price, or securities convertible into Preferred Shares Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of shares of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths hundredths (1/100ths) of a share of Preferred Share Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Shares Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Share Stock will be entitled to a minimum preferential quarterly dividend payment of 1,000 $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 100 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Shares Stock will be entitled to a minimum preferential liquidation payment per share in an aggregate amount equal to $100 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Junior Participating Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of 1,000 times an amount equal to the aggregate payment made per share of Common Stock. Each Preferred Share will have 1,000 votesquotient obtained by dividing the Series A Junior Participating Liquidation Preference by 100 (subject to certain adjustments for stock splits, voting together stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. In Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Share Stock will be entitled to receive 1,000 100 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because In the event that the amount of accrued and unpaid dividends on the nature Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Shares' dividendStock shall have the right, liquidation and voting rightsas a class, to elect two directors in addition to the value directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value hundredth (1/100th) or integral multiples of one one-hundredth (1/100th) of a share of Common Preferred Stock. From and after , which may, at the occurrence of an event described in Section 11(a)(ii) election of the Rights AgreementCorporation, if the Rights be evidenced by this Right Certificate are or were at any time depositary receipts) and in lieu thereof, an adjustment in cash will be made based on or after the earlier market price of (x) the Preferred Stock on the last trading day prior to the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired or beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment)exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the tenth day following the time any Person becomes earlier to occur of (i) a person becoming an Acquiring PersonPerson or (ii) the expiration of the Rights, and under certain other circumstances, the Board of Directors of the Company Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $0.01 0.001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. The Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights may be made effective at such time, on such basis Agent and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption certain principal economic terms of the Rights, the right to exercise the Rights will terminate and the only right all of the holders of Rights will be to receive the Redemption Price. The terms provisions of the Rights Agreement may be amended by the Board of Directors of the Company without Corporation prior to the consent Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation in order to cure any ambiguity, defect or inconsistency, to make changes that do not adversely affect the interests of holders of Rights (excluding the Rightsinterests of any Acquiring Person), except that 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 shareholder 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 shareholders of the Corporation, shareholders 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 8-A. 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 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 --------- MYCOGEN CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 12February 21, 20001992, the Board of Directors of NETsiliconMycogen-Delaware the predecessor in interest to Mycogen Corporation, Inc. a California corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 .001 per share (the "Common StockShares") outstanding ), of the Company. The dividend was payable on September 23March 6, 2000 1992 (the "Record Date") to the stockholders of record as of 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 B 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 an Amended and Restated Rights Agreement dated as of _______________, 1995 (the "Rights Agreement") between the Company and The First National Bank of Boston, as Rights Agents Agent (the "Rights Agent"). Pursuant to a merger agreement, Mycogen Corporation, a California Corporation (the "Company") assumed all of the rights and obligations of Mycogen-Delaware under the original Rights Agreement dated February 21, 1992 as amended (collectively, the "Original Rights Agreement"). A Summary of Rights was originally mailed to all shareholders of record as of the Record Date. This new summary of Rights reflects the assumption by the Company of Mycogen-Delaware rights and incorporates all amendments to the Original Rights Agreement 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 1525% 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 1525% 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 on February 20, 2002 (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 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 $1.00 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 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 25% 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 25% 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) days after a person or group of affiliated or associated persons acquire beneficial ownership of 25% 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 .001 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) 10%, 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.

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. Signature Guarantee: ------------------- NOTICE ------ The signature in to the foregoing Forms of Assignment and Election Certificate must conform correspond 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 Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the event the certification set forth above National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent 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 honoredUnited States. NETSILICONEXHIBIT C [PEDIATRIX MEDICAL GROUP, INC. LETTERHEAD] SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK _________, 1999 To Our Shareholders: On September 12_______, 20001999, the your Board of Directors of NETsilicon, Inc. adopted a share purchase rights plan (the "Rights Plan") and declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 0.01 per share (the "Common Stock") outstanding on September 23), 2000 (of the "Record Date") Company to the stockholders shareholders of record at the close of business on that date___________, 1999. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share Stock (the "Preferred Shares")) (or in certain circumstances, of the Companycash, property or other securities) at a price of $200.00 ______ per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description This letter describes the Board's reasons for adopting the Rights Plan and summarizes certain material terms of the Rights are set forth in a Rights Agreement (Plan. Flip-In ------- In 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 event that a any person or group of affiliated or associated persons acquires beneficial ownership of 15% or more of the outstanding shares of Common Stock (an "Acquiring Person"), 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. Issuances (and consequent beneficial ownership) has acquired beneficial ownership of Common Stock (at or in excess of such 15% or, in the case of Osicom Technologies, Inc. (the "Grandfathered Stockholder"), an additional 1%, or more of the outstanding voting securities of threshold) by the Company or (ii) 10 business days (or such later date as may be determined in connection with certain acquisition transactions effected by action of the Company and approved by 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 are excepted from this Summary of Rights attached theretoprovision. 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 oneFlip-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, Over --------- If 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 sold after any Person becomes an Acquiring Person and prior to the acquisition by any a person or group has become an Acquiring Person, each holder of a majority of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights Right (other than Rights beneficially owned by such person or group the Acquiring Person, 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 void) will thereafter have the right to receive that number of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions shares of common stock of the acquiring company which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election time of such transaction will have a market value of two times 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 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 anyRight.

Signature. Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. NOTICE ------ The signature in to the foregoing Forms of Assignment Election to Purchase and Election Certificate must conform correspond 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 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 COMMON STOCK ------------ On September 12November 20, 20001996, the Board of Directors of NETsilicon, Inc. Penederm Incorporated (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") Right for each outstanding share of common stock, par value $.01 per share (the "Company's Common Stock") outstanding on September 23, 2000 (the "Record Date") . The distribution was made to the stockholders shareholders of record at the close of business on that dateDecember 2, 1996. Each Right entitles the its registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Common Stock ("Common Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a purchase price of $200.00 50 per one one-thousandth of a Preferred Share (the "Purchase Price")share, 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. Initially, the Rights will be attached to and trade with all the Common Stock. No separate Rights certificates will initially be distributed. The Rights will separate from the Common Stock and a "). Until Distribution Date" will occur upon the earlier to occur of (i) the tenth calendar day ten days after a public announcement that a person or group of affiliated or associated persons (in any such case, an "Acquiring Person") has acquired acquired, or obtained the right to acquire, 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 shares of Common Stock (the Company "Stock Acquisition Date"), except under certain circumstances, or (ii) 10 business ten 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 after the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which that would result in the beneficial ownership by a person or group of 15beneficially owning 20% or, in the case of the Grandfathered Stockholder, an additional 1%, or more of such outstanding voting securities shares of Common Stock. Until the Company (the earlier of such dates being called the "Distribution Date"), (i) the Rights will be evidenced, with respect to any of evidenced by the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights and will be transferred with and only with the such Common Stock. Until the Distribution Date Stock certificates, (or earlier redemption or expiration of the Rights), ii) new Common Stock certificates issued after the Record Date or upon transfer or new issuance of Common Stock December 12, 1996 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 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 certificatecertificates. Under the Rights Agreement, before the occurrence of a Triggering Event (defined below), the Company may require that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock will be issued. 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 Company as described below. As soon as practicable following after the Distribution Date, separate Rights certificates evidencing the Rights ("Right Certificates") will be mailed to holders 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 Thereafter, the separate Rights certificates will expire on The Purchase Price payablerepresent the Rights. Except as otherwise determined by the Company's Board of Directors (the "Board"), only shares of Common Stock issued before the Distribution Date will be issued with Rights. If any person acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock without the prior approval of a majority of the Continuing Directors (defined below), except pursuant to certain consolidations or mergers involving the Company or certain sales or transfers of assets, each holder of a Right (other than the Acquiring Person and certain related parties) will thereafter have the number of Preferred Shares or other securities or property issuableright to receive, upon exercise of the Right, Common Stock (or, in certain circumstances, cash, property or other securities of the Company such as preferred stock) having a value equal to two times the exercise price of the Right. However, Rights are not exercisable following the occurrence of the event described above until such time as the Rights are no longer redeemable by the Company as described below. After the occurrence of the event described 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 affiliated or associated person) will be null and void. For example, at an exercise price of $50 per Right, each Right not owned by an Acquiring Person (or by certain related parties or transferees) after an event set forth in the preceding paragraph would entitle its holder to purchase $100 worth of Common Stock (or other consideration, as noted above) for $50. If the Common Stock had a per share market price of $10, the holder of each exercisable Right would be entitled to purchase 10 shares of Common Stock for $50. If at any time after the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination in which the Company is not the surviving corporation, (ii) the Company is the surviving corporation in a consolidation or merger pursuant to which all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property or (iii) more than 50% of the combined assets or earning power of the Company and its subsidiaries is sold or transferred (in each case other than certain consolidations with, mergers with and into, or sales of assets or earning power by or to subsidiaries of the Company as specified in the Rights Agreement), 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 stock or equivalent securities of the acquiring company having a value equal to two times the exercise price of the Rights. The events described in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." The purchase price payable when Rights are exercised, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesCommon Stock, (ii) upon the grant to if holders of the Preferred Shares of Common Stock are granted certain rights or warrants to subscribe for or purchase Preferred Shares at a price, Common Stock or securities convertible into Preferred Shares with a conversion price, Common Stock at less than the then current market price of the Preferred Shares Common Stock, or (iii) upon the distribution to holders of the Preferred Shares Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid out of earnings or retained earnings or dividends payable in Preferred Sharesshares of Common Stock) or of subscription rights or warrants (other than those referred to in (ii) immediately 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 With certain exceptions, no adjustment in the event purchase price will be required until cumulative adjustments amount to at least 1% of a stock split the purchase price. No fractional shares of Common Stock are required to be issued upon exercise or exchange of Rights. In lieu of fractions, the Company may pay cash based on the market price 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) trading date immediately before the date of such event and (y) the Distribution Date (as such term is defined in the Rights Agreement) acquired exercise. At any time after any person or beneficially owned by group becomes an Acquiring Person and before the acquisition by such person or an Associate or Affiliate group 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 soldthe outstanding shares of Common Stock, 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 Continuing Directors of may cause the Company may to exchange the Rights (other than Rights owned by such person or group group, which have will become void), in whole or in part, for shares of Common Stock at an exchange ratio of one share of Common Stock (or in certain circumstances, other securities including preferred stock) per Right (subject Right, appropriately adjusted to adjustment). With certain exceptionsreflect any stock split, 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 Sharereverse stock split, which may] reclassification, 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 stock dividend or similar transaction occurring after the date of exercisethe Rights Agreement. At any time prior to before the tenth day following the time any Person becomes an Acquiring Personclose of business ten days after a Stock Acquisition Date, the Board of Directors a majority of the Continuing Directors may cause the Company may to redeem the Rights in whole, but not in part, at a price of for $0.01 .01 per Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the "Redemption Price"Continuing Directors). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any the action of the Continuing Directors ordering redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any$.01 redemption price.