PURCHASE AGREEMENT

Exhibit 99.1

BY AND BETWEEN

TCV IV, L.P. AND TCV IV STRATEGIC PARTNERS, L.P.

AND

ALTA PARTNERS LTD. AND ALTA PARTNERS DISCOUNT CONVERTIBLE ARBITRAGE LTD.

Dated as of May 9, 2006

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of May 9, 2006 (the “Agreement”), by and between TCV IV, L.P. and TCV IV Strategic Partners, L.P., each a Delaware limited partnership, (the “Purchasers”) and Alta Partners Ltd. and Alta Partners Discount Convertible Arbitrage Ltd., each a company organized under the laws of Bermuda, (the “Selling Stockholders”).

W I T N E S S E T H:

WHEREAS, the Selling Stockholders desire to sell to the Purchasers, and the Purchasers desire to purchase from the Selling Stockholders, 1,927,500 shares of Common Stock, $0.0001 par value per share (the “Shares”) of Redback Networks Inc., a Delaware corporation (“Redback”) for the purchase price and upon the terms and conditions hereinafter set forth; and

WHEREAS, certain terms used in this Agreement are defined in Section 8.1;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

1.1 Sale and Purchase of Shares. Upon the terms and subject to the conditions contained herein, on the Closing Date each Selling Stockholder shall sell, assign, transfer, convey and deliver to the Purchasers, and the Purchasers shall purchase from each Selling Stockholder, the number of Shares set forth opposite such Selling Stockholder’s name on Schedule 1.1 hereto. The number of Shares to be purchased by the respective Purchasers pursuant to this Agreement shall be the number of Shares set forth opposite each Purchaser’s name on Schedule 1.1. hereto. The Selling Stockholders shall deliver the Shares through the facilities of The Depository Trust Company (“DTC”), unless the Purchasers shall otherwise instruct.

ARTICLE II

PURCHASE PRICE AND PAYMENT

2.1 Amount of Purchase Price. The purchase price to be paid by Purchasers for the Shares shall be $21.75 per Share such that the aggregate purchase price to be paid by the Purchasers for the Shares shall be $41,923,125 (the “Purchase Price”).

2.2 Payment of Purchase Price. On the Closing Date, each Purchaser shall pay to the Selling Stockholders, the portion of the Purchase Price set forth opposite its name in Schedule 1.1 hereto, which shall be paid by wire transfer of immediately available funds into accounts designated in writing by the Selling Stockholders.

ARTICLE III

CLOSING AND TERMINATION

3.1 Closing Date. Subject to the satisfaction of the conditions set forth in Sections 6.1 and 6.2 hereof (or the waiver thereof by the party entitled to waive such conditions), the closing of the sale and purchase of the Shares provided for in Section 1.1 hereof (the “Closing”) shall take place at 10:00 a.m. at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000 on a date to be specified by the parties (the “Closing Date”), which date shall be no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Sections 6.1 and 6.2 hereof (other than the conditions that by their nature are to be satisfied at the Closing), unless another time, date or place is agreed to in writing by the parties hereto.

3.2 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

(a) by mutual written consent of the Selling Stockholders and the Purchasers;

(b) by the Selling Stockholders or the Purchasers if there shall be in effect a final nonappealable Order of a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence);

(c) by the Selling Stockholders or the Purchasers if the Closing shall not have occurred by the close of business on May 20, 2006; provided, however, if the Closing has not occurred by such time and date as a result of the breach of this Agreement, the breaching party may not terminate the Agreement pursuant to this Section 3.2(c);

(d) by the Purchasers if any Selling Stockholder shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of any Selling Stockholder shall have become untrue, in either case such that the conditions set forth in Section 6.1(a) hereof would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) days following receipt by the Selling Stockholders of notice of such breach from the Purchasers; or

(e) by the Selling Stockholders if any Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any representation or warranty of any Purchaser shall have become untrue, in either case such that the conditions set forth in Section 6.2(a) hereof would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) days following receipt by the Purchasers of notice of such breach from the Selling Stockholders.

3.3 Procedure Upon Termination In the event of termination and abandonment by the Purchasers and/or the Selling Stockholders pursuant to Section 3.2 hereof, written notice

thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by the Purchasers or the Selling Stockholders. If this Agreement is terminated as provided herein each party shall return all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

3.4 Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement, other than pursuant to Section 8.3, after the date of such termination and such termination shall be without liability to any Purchaser or any Selling Stockholder; provided, however, that the obligations of the parties set forth in Section 8.3 hereof shall survive any such termination and shall be enforceable hereunder; provided, further, however, that nothing in this Section 3.4 shall relieve any Purchaser or any Selling Stockholder of any liability for a breach of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS

The Selling Stockholders jointly and severally hereby represent to the Purchasers that:

4.1 Organization and Good Standing. Each of the Selling Stockholders is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization as set forth above and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

4.2 Authorization of Agreement. Each of the Selling Stockholders has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by such Selling Stockholder in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the “Selling Stockholder Documents”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Selling Stockholder Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required corporate or other action on the part of each of the Selling Stockholders. This Agreement has been, and each of the Selling Stockholder Documents will be at or prior to the Closing, duly and validly executed and delivered by each of the Selling Stockholders and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Selling Stockholder Documents when so executed and delivered will constitute, legal, valid and binding obligations of each of the Selling Stockholders, enforceable against each of the Selling Stockholders in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3 Conflicts; Consents of Third Parties.

(a) None of the execution and delivery by the Selling Stockholders of this Agreement and the Selling Stockholder Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Selling Stockholders with any of the provisions hereof or thereof will conflict with or violate (i) the certificate of incorporation and bylaws or comparable organizational documents of the Selling Stockholders; (ii) any agreement, contract or Permit to which either a Selling Stockholders is a party or by which any of a Selling Stockholder’s properties or assets are bound; (iii) any Order of any court, governmental body or arbitrator applicable to the Selling Stockholders or any of their properties or assets as of the date hereof; or (iv) any applicable Law.

(b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or governmental body is required on the part of either Selling Stockholder in connection with the execution and delivery of this Agreement or the Selling Stockholder Documents, or the compliance by the Selling Stockholders with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby.

4.4 Ownership and Transfer of Shares. Each of the Selling Stockholders is the record and beneficial owner of the Shares indicated on Schedule 1.1 hereto, free and clear of any and all Liens. Each Selling Stockholder has, and immediately prior to the Closing Date, such Selling Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by the Selling Stockholder hereunder on the Closing Date, free and clear of any and all Liens. Upon payment for the Shares to be sold by such Selling Stockholder, delivery of such Shares, as directed by the Purchasers, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of participants in DTC designated by the Purchasers (“DTC Participants”) (assuming that neither DTC nor any such DTC Participant has notice of any adverse claim (within the meaning of Section 8 105 of the UCC) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Xxxxxxx 0 000 xx xxx XXX, (xx) under Section 8 501 of the UCC, the Purchasers will acquire a valid security entitlement in respect of such Shares and (iii) no action based on any “adverse claim,” within the meaning of Section 8 102 of the UCC, to such Shares may be asserted against the Purchasers with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (A) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on Redback’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8 102 of the UCC and (C) appropriate entries to the accounts of the DTC Participants on the records of DTC will have been made pursuant to the UCC.

4.5 Litigation. There are no Legal Proceedings pending or, to the knowledge of either of the Selling Stockholders, threatened that are reasonably likely to prohibit or restrain the ability of the Selling Stockholders to enter into this Agreement or consummate the transactions contemplated hereby.

4.6 Financial Advisors. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for either of the Selling Stockholders in connection with the transactions contemplated by this Agreement and no person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASERS

The Purchasers hereby severally and not jointly represent and warrant to the Selling Stockholders that:

5.1 Organization and Good Standing. Each of the Purchasers is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware.

5.2 Authorization of Agreement. Each of the Purchasers has full limited partnership power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchasers of this Agreement and each of the Purchaser Documents have been duly authorized by all necessary action on behalf of each of the Purchasers. This Agreement has been, and each of the Purchaser Documents will be at or prior to the Closing, duly executed and delivered by each of the Purchasers and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Purchaser Documents when so executed and delivered will constitute, legal, valid and binding obligations of each of the Purchasers, enforceable against each of the Purchasers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.3 Conflicts; Consents of Third Parties.

(a) Neither the execution and delivery by the Purchasers of this Agreement and of the Purchaser Documents, nor the compliance by the Purchasers with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the limited partnership agreements of the respective Purchasers, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which each of the Purchasers are a party or by which the Purchasers or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which any of the Purchasers are bound.

(b) Except for compliance with the applicable requirements of the HSR Act, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or governmental body is required on the part of the Purchasers in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchasers with any of the provisions hereof or thereof for the consummation of the transactions contemplated hereby.

5.4 Litigation. There are no Legal Proceedings pending or, to the knowledge of the Purchasers, threatened that are reasonably likely to prohibit or restrain the ability of the Purchasers to enter into this Agreement or perform its obligators hereunder.

5.5 Financial Advisors. No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Purchasers in connection with the transactions contemplated by this Agreement and no person is entitled to any fee or commission or like payment in respect thereof.

ARTICLE VI

CONDITIONS TO CLOSING

6.1 Conditions Precedent to Obligations of Purchasers. The obligation of the Purchasers to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Purchasers in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of the Selling Stockholders contained herein shall be true and correct at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;

(b) stock certificates representing 100% of the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached, shall have been, or shall at the Closing be, validly delivered and transferred to the Purchasers, free and clear of any and all Liens;

(c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against either of the Selling Stockholders or either the Purchasers seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;

(d) Redback shall have, at its sole expense, filed and caused to be declared effective an S-3 Registration Statement (the “S-3 Registration Statement”) registering the sale of the Shares;

(e) the Purchasers shall have determined that the Rights Agreement, dated as of June 12, 2001, as amended on May 21, 2002, October 2, 2003 and January 5, 2004, between Redback, and US Stock Transfer Corporation, as Rights Agent does not limit the ability of the parties hereto to consummate the Closing;

(f) the Board of Directors of Redback shall have approved the transactions contemplated by this agreement and shall have taken irrevocable action sufficient to render inapplicable to the transactions contemplated hereby the restrictions on “business combinations” (as defined in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)) as set forth in Section 203 of the DGCL; and

(g) Legal counsel to the Selling Stockholders reasonably satisfactory to the Purchasers shall have delivered to the Purchasers an opinion covering Selling Stockholders’ representations set forth in 4.3 and 4.4.

6.2 Conditions Precedent to Obligations of the Selling Stockholders. The obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Selling Stockholders in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of the Purchasers contained herein shall be true and correct at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;

(b) no Legal Proceedings shall have been instituted or threatened or claim or demand made against either of the Selling Stockholders or either of the Purchasers seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and

ARTICLE VII

INDEMNIFICATION

7.1 Indemnification. Subject to Section 8.2 hereof, the Selling Stockholders hereby agree to jointly and severally indemnify and hold the Purchasers and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of the Selling Stockholders set forth in Section 4 hereof, or any representation or warranty of Selling Stockholders contained in any certificate, agreement or other instrument delivered by or on behalf of the Selling Stockholders pursuant to this Agreement, to be true and correct in all respects as of the date made.

7.2 Transfer Taxes. The Selling Stockholders shall be liable for and shall pay (and shall indemnify and hold harmless Purchasers against) all sales, use, stamp, documentary, filing,

recording, transfer or similar fees or taxes or governmental charges as levied by any taxing authority or governmental agency in connection with the transactions contemplated by this Agreement (other than taxes measured by or with respect to income imposed on the Selling Stockholder or on Purchaser or its Affiliates). Each of the Selling Stockholder hereby agree to file all necessary documents (including, but not limited to, all tax returns) with respect to all such amounts in a timely manner.

ARTICLE VIII

MISCELLANEOUS

8.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 8.1:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Closing Date” shall have the meaning ascribed to such term in Section 3.1 hereof.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or other requirement.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings (public or private), claims or governmental proceedings.

“Lien” means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award.

“Permits” means any approvals, authorizations, consents, licenses, permits or certificates.

“Person” means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

8.2 Survival of Representations and Warranties. The parties hereto hereby agree that the representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive the execution and delivery of this Agreement, and the Closing hereunder, regardless of any investigation made by the parties hereto.

8.3 Expenses. Except as otherwise provided in this Agreement, the Selling Stockholders and the Purchasers shall each bear their own respective expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

8.4 Specific Performance. Each of the Selling Stockholders acknowledges and agrees that the breach of this Agreement would cause irreparable damage to the Purchasers and that the Purchasers will not have an adequate remedy at law. Therefore, the obligations of each of the Selling Stockholders under this Agreement, including, without limitation, such Selling Stockholder’s obligation to sell the Shares to the Purchasers, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

8.5 Further Assurances. Each of the Selling Stockholders and each of the Purchasers agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

8.6 Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law provisions thereof.

8.8 Submission to Jurisdiction, Etc. Each Selling Stockholder hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each Selling Stockholder irrevocably appoints Quattro Global Capital, LLC, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to such Selling Stockholder by the person serving the same to the address provided in Section 8.9 shall be deemed in every respect effective service of process upon such Selling Stockholder in any such suit or proceeding. Each Selling Stockholder further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent or any replacement agent in full force and effect for a period of seven years from the date of this Agreement.

8.9 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or mailed by certified mail, return receipt requested, to the parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):


If to any Selling Stockholder, to:

	Quattro Global Capital, LLC
	000 Xxxxx Xxxxxx
	00xx Xxxxx
	Xxx Xxxx, XX 00000
	Attn:	Xxxxxx Xxxxxx
	Tel:	(000) 000-0000
	Fax:	(000) 000-0000

With a copy to:

	Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
	0000 Xxxxxxx Xxxxxx, Xxxxx 0000
	Xxxxxx, XX 00000
	Attn:	Xxxxx X. Xxxxxxxx
	Tel:	(000) 000-0000
	Fax:	(000) 000-0000


If to any Purchaser, to:

	Technology Crossover Ventures
	000 Xxxxxx Xxxxxx
	Xxxx Xxxx, XX 00000
	Attn:	Xxxx X. Xxxx
	Tel:	(000) 000-0000
	Fax:	(000) 000-0000

With a copy to:

	Technology Crossover Ventures
	00 Xxxx Xxxxxx, Xxxxx 000
	Xxxxxxxx, XX 00000
	Attn:	Xxxxxx X. Xxxxxx
	Tel:	(000) 000-0000
	Fax:	(000) 000-0000

With a copy to:

	Weil, Gotshal & Xxxxxx LLP
	000 Xxxxxxx Xxxxxx, 00xx Xxxxx
	Xxxxxx, XX 00000
	Attn:	Xxxxx Xxxxxx, Esq.
	Tel:	(000) 000-0000
	Fax:	(000) 000-0000

8.10 Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.

8.11 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by any of the Selling Stockholders or any of the Purchasers (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; provided, however, that either of the Purchasers may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, such Purchaser’s rights to purchase the Shares and such Purchaser’s rights to seek indemnification hereunder) to any Affiliate of such Purchaser. Upon any such permitted assignment, the references in this Agreement to a Purchaser shall also apply to any such assignee unless the context otherwise requires.

8.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.


SELLING STOCKHOLDERS:

ALTA PARTNERS LTD. a Bermuda company
By:		Quattro Global Capital, LLC,
Its:		Investment Manager

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Principal

ALTA PARTNERS DISCOUNT CONVERTIBLE ARBITRAGE LTD. a Bermuda company
By:		Quattro Global Capital, LLC,
Its:		Investment Manager

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Principal

PURCHASERS:

TCV IV, L.P. a Delaware Limited Partnership
By:		Technology Crossover Management IV, L.L.C.,
Its:		General Partner

By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Attorney in Fact

TCV IV Strategic Partners, L.P. a Delaware Limited Partnership
By:		Technology Crossover Management IV, L.L.C.,
Its:		General Partner

By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Attorney in Fact

SCHEDULE 1.1

Ownership of Shares


Selling Stockholder	Number of Shares	Aggregate Purchase Price
Alta Partners Ltd.	1,696,200	$	36,892,350
Alta Partners Discount Convertible Arbitrage Ltd.	231,300	$	5,030,775

Total	1,927,500	$	41,923,125

Ownership of Shares


Purchaser	Number of Shares	Aggregate Purchase Price
TCV IV, L.P.	1,858,210	$	40,416,067.50
TCV IV Strategic Partners, L.P.	69,290	$	1,507,057.50

Total	1,927,500	$	41,923,125.00

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PURCHASE AGREEMENT

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