0000891618-08-000365 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: Brocade Communications Systems, Inc., a Delaware corporation; Falcon Acquisition Sub, Inc., a Delaware corporation; and Foundry Networks, Inc., a Delaware corporation Dated as of July 21, 2008

Merger Agreement • July 23rd, 2008 • Foundry Networks Inc • Computer communications equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 23rd, 2008
• Company
  Foundry Networks Inc
• Industry
  Computer communications equipment
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of July 21, 2008, by and among: Brocade Communications Systems, Inc., a Delaware corporation (“Parent”); Falcon Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and Foundry Systems, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

VOTING AGREEMENT

Voting Agreement • July 23rd, 2008 • Foundry Networks Inc • Computer communications equipment • Delaware

• Contract Type
  Voting Agreement
• Filed
  July 23rd, 2008
• Company
  Foundry Networks Inc
• Industry
  Computer communications equipment
• Jurisdiction
  Delaware

This Voting Agreement (“Agreement”) is entered into as of July 21, 2008, by and between Brocade Communications Systems, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Foundry Networks, Inc., a Delaware corporation (the “Company”).