Riverstone Networks Inc Sample Contracts

BY AND AMONG
Services Agreement • September 18th, 2000 • Riverstone Networks Inc • New Hampshire
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To
Riverstone Networks Inc • January 15th, 2002 • Computer communications equipment • New York
RECITALS
Assignment Agreement • September 18th, 2000 • Riverstone Networks Inc • New York
and
Rights Agreement • July 20th, 2001 • Riverstone Networks Inc • Computer communications equipment • New York
FORM OF
Riverstone Networks Inc • December 4th, 2000 • Computer communications equipment • New York
ARTICLE I DEFINITIONS
Standstill Agreement • September 18th, 2000 • Riverstone Networks Inc • Delaware
EXHIBIT 4.2 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 18th, 2000 • Riverstone Networks Inc • New York
Memorandum of Agreement Regarding GNTS-Riverstone Inter-Company Operations
Memorandum of Agreement • September 18th, 2000 • Riverstone Networks Inc • New Hampshire
RECITALS
Assignment of Lease • November 3rd, 2000 • Riverstone Networks Inc • Computer communications equipment
RECITALS
Asset Contribution Agreement • December 4th, 2000 • Riverstone Networks Inc • Computer communications equipment • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 3rd, 2002 • Riverstone Networks Inc • Computer communications equipment • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2002 between RIVERSTONE NETWORKS, INC., a Delaware corporation (the “Corporation”), and (“Indemnitee”),

Execution Version REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 15th, 2002 • Riverstone Networks Inc • Computer communications equipment • New York
RECITALS
Transformation Agreement • December 4th, 2000 • Riverstone Networks Inc • Computer communications equipment • Delaware
EXHIBIT 10.8
Confidential Treatment • February 12th, 2001 • Riverstone Networks Inc • Computer communications equipment • California
EXHIBIT 10.8
Riverstone Networks Inc • February 15th, 2001 • Computer communications equipment • California
Memorandum of Agreement Regarding Aprisma-Riverstone Inter-Company Operations
Riverstone Networks Inc • September 18th, 2000 • New Hampshire
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Memorandum of Agreement Regarding Enterasys-Riverstone Inter-Company Operations
Riverstone Networks Inc • December 4th, 2000 • Computer communications equipment • New Hampshire
EXHIBIT 10.8
Confidential Treatment • October 12th, 2000 • Riverstone Networks Inc • Computer communications equipment • California
ACQUISITION AND LICENSE AGREEMENT BY AND BETWEEN HEWLETT-PACKARD COMPANY And RIVERSTONE NETWORKS, INC.
Acquisition and License Agreement • June 22nd, 2004 • Riverstone Networks Inc • Computer communications equipment • California

THIS ACQUISITION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2004 by and between Hewlett-Packard Company, a Delaware corporation (“Buyer”), and Riverstone Networks, Inc., a Delaware corporation (collectively with its subsidiaries, “Seller”). Certain capitalized terms used herein shall have the meanings given to them in Article 1.

ASSET PURCHASE AGREEMENT AMONG RIVERSTONE NETWORKS, INC., AND CERTAIN OF ITS SUBSIDIARIES LISTED ON THE SIGNATURE PAGES HERETO, ON THE ONE HAND, AND LUCENT TECHNOLOGIES INC., ON THE OTHER HAND Dated as of February 7, 2006
Asset Purchase Agreement • February 8th, 2006 • Riverstone Networks Inc • Computer communications equipment • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 7, 2006, by and among Lucent Technologies Inc., a Delaware corporation (“Buyer”), on the one hand, and Riverstone Networks, Inc., a Delaware corporation (“Parent”), and its direct and indirect subsidiaries listed on the signature pages hereto (collectively with Parent, “Sellers”), on the other hand. Buyer and Sellers are each referred to herein as a “Party” and collectively as the “Parties.”

TRANSITION AGREEMENT
Transition Agreement • September 2nd, 2004 • Riverstone Networks Inc • Computer communications equipment • California

THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of September 25, 2003 (the “Effective Date”), by and between RIVERSTONE NETWORKS, INC. a Delaware corporation (the “Company”) and Robert Stanton (“Executive”),

WITNESSETH:
Related Option Agreement • December 4th, 2000 • Riverstone Networks Inc • Computer communications equipment
RECITALS
Agreement Regarding Rescission Offer • October 15th, 2001 • Riverstone Networks Inc • Computer communications equipment • Delaware
AMENDMENT TO PROMISSORY NOTE
Promissory Note • October 3rd, 2002 • Riverstone Networks Inc • Computer communications equipment • California

This amendment to Promissory Note (this “Amendment”) is made as of April 12, 2002 (the “Effective Date”) by and between Riverstone Networks, Inc., with its principal place of business at 5200 Great America Parkway, Santa Clara, CA 95054 and its affiliates (“Riverstone”) and Romulus Pereira (“Executive”).

CONSULTING AGREEMENT Amended and Restated as of November 17, 2002
Consulting Agreement • September 2nd, 2004 • Riverstone Networks Inc • Computer communications equipment • California

Effective December 3, 2001, except where otherwise noted, Richard Lowenthal (“Consultant”) and Pipal Systems, Inc. (“Company”) agree as follows:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among RIVERSTONE NETWORKS, INC., PIPAL SYSTEMS, INC. and OTHER PARTIES SIGNATORY HERETO December 18, 2002
Agreement and Plan of Merger and Reorganization • September 2nd, 2004 • Riverstone Networks Inc • Computer communications equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of the 18th day of December, 2002, by and among Riverstone Networks, Inc., a Delaware corporation (“Parent”), Poplar Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Pipal Systems, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE IX and ARTICLE XI only, Praveen K. Mandal as securityholder agent (the “Securityholder Agent”) and J.P. Morgan Trust Company, National Association, as escrow agent (the “Escrow Agent”).

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