Riverbed Technology, Inc. Sample Contracts

Underwriting Agreement
Underwriting Agreement • February 21st, 2007 • Riverbed Technology, Inc. • Computer communications equipment • New York

Riverbed Technology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of ___________ shares and, at the election of the Underwriters, up to ___________ additional shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of ___________ shares of Stock. The aggregate of ___________ shares to be sold by the Company and the Selling Stockholders are herein called the “Firm Shares” and the aggregate of ___________ additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collect

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CREDIT AGREEMENT dated as of December 20, 2013, among RIVERBED TECHNOLOGY, INC., as Borrower, The LENDERS Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication...
Credit Agreement • December 26th, 2013 • Riverbed Technology, Inc. • Computer communications equipment • New York

CREDIT AGREEMENT, dated as of December 20, 2013, among RIVERBED TECHNOLOGY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, and together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and permitted assigns in such capacity, the “Collateral Agent”).

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CREDIT AGREEMENT among RIVERBED TECHNOLOGY, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, GOLDMAN SACHS BANK USA, as Syndication Agent, MORGAN STANLEY & CO. LLC.,...
Credit Agreement • February 19th, 2013 • Riverbed Technology, Inc. • Computer communications equipment • New York

CREDIT AGREEMENT, dated as of December 18, 2012, among RIVERBED TECHNOLOGY, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and permitted assigns in such capacity, the “Administrative Agent”), MORGAN STANLEY & CO. LLC, as collateral agent (in such capacity, and together with its successors and permitted assigns in such capacity, the “Collateral Agent”), GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”) and BANK OF AMERICA, N.A., as documentation agent (in such capacity, the “Documentation Agent”).

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RIVERBED TECHNOLOGY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 26th, 2006 • Riverbed Technology, Inc. • Computer communications equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of [DATE] by and between Riverbed Technology, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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Underwriting Agreement
Underwriting Agreement • August 31st, 2006 • Riverbed Technology, Inc. • Computer communications equipment • New York

Riverbed Technology, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares and, at the election of the Underwriters, up to 15% additional shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 100,000 shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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PREFERRED SHARES RIGHTS AGREEMENT Dated as of November 11, 2013 by and between RIVERBED TECHNOLOGY, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
Preferred Shares Rights Agreement • November 12th, 2013 • Riverbed Technology, Inc. • Computer communications equipment • New York

This PREFERRED SHARES RIGHTS AGREEMENT (this “Agreement”), dated as of November 11, 2013, is by and between Riverbed Technology, Inc., a Delaware corporation (the “Company”), and Computer share Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Agreement have the meanings given thereto in Section 1.

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RIVERBED TECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 10, 2006
Investors’ Rights Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 10th day of February, 2006, by and among Riverbed Technology, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively the “Investors”).

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RIVERBED TECHNOLOGY, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 23rd, 2009 • Riverbed Technology, Inc. • Computer communications equipment • California

This Amended and Restated Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Jerry M. Kennelly (”Executive”) and Riverbed Technology, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”). This Agreement amends and supersedes the prior version of this agreement executed on or about May 1, 2008 in its entirety.

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LEASE AGREEMENT BETWEEN W2005 RPS REALTY, L.L.C., AS LANDLORD, AND RIVERBED TECHNOLOGY, INC. AS TENANT DATED JUNE 28, 2007 SUNNYVALE, CALIFORNIA
Lease Agreement • July 30th, 2007 • Riverbed Technology, Inc. • Computer communications equipment

This Lease Agreement (this “Lease”) is entered into as of June 28, 2007, between W2005 RPS REALTY, L.L.C., a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”).

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GUARANTEE AND COLLATERAL AGREEMENT made by RIVERBED TECHNOLOGY, INC. and the other signatories hereto in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent Dated as of December 20, 2013
Guarantee and Collateral Agreement • December 26th, 2013 • Riverbed Technology, Inc. • Computer communications equipment • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 20, 2013, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors” or the “Guarantors”, and the Guarantors other than the Borrower, the “Subsidiary Guarantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (in its capacity as Administrative Agent, the “Administrative Agent”, and in its capacity as Collateral Agent, the “Collateral Agent”), for the Secured Parties (as defined in the Credit Agreement referred to below).

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Contract
Rights Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS WARRANT AND THE SECURITIES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS STOCK PURCHASE AGREEMENT is entered into as of May 23, 2002 by NBT TECHNOLOGY, INC., a Delaware corporation (the “Company”), and STEVEN MCCANNE (the “Purchaser”).

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MERGER AGREEMENT by and among PROJECT HOMESTAKE HOLDINGS, LLC PROJECT HOMESTAKE MERGER CORP. and RIVERBED TECHNOLOGY, INC. Dated December 14, 2014
Merger Agreement • December 15th, 2014 • Riverbed Technology, Inc. • Computer communications equipment • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 14, 2014 by and among Project Homestake Holdings, LLC, a Delaware limited liability company (“Newco”), Project Homestake Merger Corp., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and Riverbed Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.

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LEASE between ONE PENN PLAZA LLC, Landlord, and RIVERBED TECHNOLOGY, INC., Tenant. One Perm Plaza New York, New York 10119 as of January 25, 2007
Lease • April 27th, 2007 • Riverbed Technology, Inc. • Computer communications equipment • New York

THIS LEASE, dated as of the 25th day of January, 2007, by and between ONE PENN PLAZA LLC, a New York limited liability company, having an address c/o Vornado Office Management LLC, 888 Seventh Avenue, New York, New York 10119, as landlord, and RIVERBED TECHNOLOGY, INC., a Delaware corporation, having an address at 501 Second Street, Suite 410, San Francisco, CA 94107, as tenant (the Person that holds the interest of the landlord hereunder at any particular time being referred to herein as “Landlord”; subject to Section 17.1(F) hereof, the Person that holds the interest of the tenant hereunder at any particular time being referred to herein as “Tenant”).

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AGREEMENT AND PLAN OF MERGER among: RIVERBED TECHNOLOGY, INC., a Delaware corporation; OCTAGON ACQUISITION CORP., a Delaware corporation; and OPNET TECHNOLOGIES, INC., a Delaware corporation Dated as of October 28, 2012
Agreement and Plan of Merger • October 29th, 2012 • Riverbed Technology, Inc. • Computer communications equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 28, 2012, by and among: RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Parent”); OCTAGON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and OPNET TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • October 29th, 2012 • Riverbed Technology, Inc. • Computer communications equipment • Delaware

THIS TENDER AND SUPPORT AGREEMENT, dated as of October 28, 2012 (this “Agreement”), is by and among: RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Parent”); OCTAGON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Acquisition Sub and OPNET TECHNOLOGIES, INC., a Delaware corporation (the “Company”).

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501 SECOND STREET OFFICE LEASE BY AND BETWEEN 501 SECOND STREET ASSOCIATES, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND NBT TECHNOLOGY, INC., A DELAWARE CORPORATION AS TENANT PREMISES: 501 SECOND STREET, SUITE 410 SAN FRANCISCO, CALIFORNIA
Riverbed Technology, Inc. • April 20th, 2006 • California

THIS LEASE is dated for reference purposes only as of January 23, 2003, between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and NBT TECHNOLOGY, INC., a Delaware corporation (“Tenant”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS LOAN AND SECURITY AGREEMENT NO. 4001 (this “Agreement”) is entered into as of June 7, 2004, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Borrower”).

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AGREEMENT OF SUBLEASE dated as of September 26, 2006 between PricewaterhouseCoopers LLP, as Sublandlord and Riverbed Technology, Inc., as Subtenant The Entire Fifth (5th), Sixth (6th) and Seventh (7th) Floors of 199 Fremont Street San Francisco,...
Agreement of Sublease • October 2nd, 2006 • Riverbed Technology, Inc. • Computer communications equipment

WHEREAS Overlandlord is the landlord and Sublandlord is the tenant under the Overlease which demises portions (the “Overlease Premises”) of the Building; and

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LEGACY SHORELINE CENTER OFFICE LEASE WXIII/CRITTENDEN REALTY A/B LLC, a Delaware limited liability company, as Landlord, and RIVERBED TECHNOLOGY, INC., a Delaware corporation as Tenant
Extension Option Rider • April 20th, 2006 • Riverbed Technology, Inc.

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

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RIVERBED TECHNOLOGY, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • May 7th, 2008 • Riverbed Technology, Inc. • Computer communications equipment • California

This Change in Control Severance Agreement (the “Agreement”) is made and entered into by and between Jerry M. Kennelly (“Executive”) and Riverbed Technology, Inc. (the “Company”), effective as of May 1, 2008 (the “Effective Date”).

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STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • April 20th, 2006 • Riverbed Technology, Inc. • Delaware

THIS STOCK RESTRICTION AGREEMENT is entered into as of November 7, 2002, by and among NBT Technology, Inc., a Delaware corporation (the “Company”), Jerry Kennelly (“Kennelly”) and Kennelly Partners, L.P. (the “Stockholder”).

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RIVERBED TECHNOLOGY, INC. AMENDMENT TO NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTS
Riverbed Technology, Inc. • July 27th, 2012 • Computer communications equipment • Delaware

This Amendment to Non-Employee Director Stock Option Agreements (this "Amendment") is made by and between Stanley J. Meresman ("Optionee") and Riverbed Technology, Inc. (the "Company").

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AMENDMENT NO. 02 Dated February 4, 2005 TO that certain Loan and Security Agreement No. 4001 dated as of June 7, 2004, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“lender”) AND RIVERBED TECHNOLOGY, INC. (“Borrower”).
Riverbed Technology, Inc. • April 20th, 2006

The “Permitted Indebtedness” definition under Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:

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SECOND AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS SECOND AMENDMENT OF LEASE (this “Amendment”), dated for reference purposes only, June 9, 2004, is by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), formerly known as NBT Technology, Inc. (“NBT”).

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SHARE PURCHASE AGREEMENT by and among: RIVERBED TECHNOLOGY LIMITED, a private limited company formed under the laws of England; RIVERBED TECHNOLOGY, INC., a Delaware corporation (as Guarantor); THE SELLERS LISTED ON SCHEDULE 1.2A; THE CASH CANCEL...
Share Purchase Agreement • July 25th, 2011 • Riverbed Technology, Inc. • Computer communications equipment • California

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 19, 2011, by and among: Riverbed Technology Limited, a private limited company with registered number 5090414 formed under the laws of England (“Purchaser”); Riverbed Technology, Inc., a Delaware corporation, as Guarantor (“Guarantor”); the Persons holding shares of Zeus Technology Limited, a private limited company formed under the laws of England with registered number 03085230 (the “Company”) listed on Schedule 1.2A (such Persons listed on Schedule 1.2A collectively being referred to as the “Sellers”); the Persons listed on Schedule 1.2B; and Scottish Equity Partners LLP, a limited liability partnership formed under the laws of Scotland with registered number SO301884, as the Sellers’ Agent (as defined in Section 6.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.

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AMENDMENT NO. 1 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • February 14th, 2014 • Riverbed Technology, Inc. • Computer communications equipment • New York

This AMENDMENT NO. 1 TO THE PREFERRED SHARES RIGHTS AGREEMENT (this "Amendment") is dated as of November 27, 2013 (the "Effective Date") and amends the Preferred Shares Rights Agreement, dated as of November 11, 2013 (the "Rights Agreement"), by and between Riverbed Technology, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the "Rights Agent"). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

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199 FREMONT BUILDING OFFICE LEASE FORM
Letter • February 15th, 2008 • Riverbed Technology, Inc. • Computer communications equipment • California
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AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • November 7th, 2014 • Riverbed Technology, Inc. • Computer communications equipment • New York

This AMENDMENT NO. 2 TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”) is dated as of November 6, 2014 (the “Effective Date”) and amends the Preferred Shares Rights Agreement, dated as of November 11, 2013 (the “Rights Agreement”), as amended, by and between Riverbed Technology, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

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FIRST AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS FIRST AMENDMENT OF LEASE (this “Amendment”) is dated for reference purposes only, January 16, 2004, by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), as successor in interest to NBT Technology, Inc. (“NBT”).

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 7th, 2015 • Riverbed Technology, Inc. • Computer communications equipment

This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of January 5, 2015 and amends the Agreement and Plan Of Merger (the “Agreement”), dated as of December 14, 2014, by and among Project Homestake Holdings, LLC, a Delaware limited liability company (“Newco”), Project Homestake Merger Corp., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and Riverbed Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Amendment shall have the respective meanings assigned thereto in the Agreement.

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LEASE BY AND BETWEEN a Delaware limited liability company AS LANDLORD AND RIVERBED TECHNOLOGY, INC.
Lease • April 30th, 2012 • Riverbed Technology, Inc. • Computer communications equipment • California
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THIRD AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS THIRD AMENDMENT OF LEASE (this “Amendment”) is dated for reference purposes only, May 24, 2005, by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), formerly known as NBT Technology, Inc. (“NBT”).

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AMENDMENT NO. 01 Dated September 30, 2004 TO that certain Loan and Security Agreement No. 4001 dated as of June 7, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RIVERBED TECHNOLOGY, INC. (“Borrower”).
And Security Agreement • April 20th, 2006 • Riverbed Technology, Inc.
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GUARANTEE AND COLLATERAL AGREEMENT made by RIVERBED TECHNOLOGY, INC. and the other signatories hereto in favor of MORGAN STANLEY & CO. LLC, as Collateral Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent Dated as of December 18, 2012
Guarantee and Collateral Agreement • February 19th, 2013 • Riverbed Technology, Inc. • Computer communications equipment • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 18, 2012, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors” and, excluding the Borrower, the “Guarantors”), in favor of MORGAN STANLEY & CO. LLC, as collateral agent (in such capacity, the “Collateral Agent”) and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), for the Secured Parties (as defined in the Credit

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