0000950133-05-004056 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • September 7th, 2005 • Visual Networks Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 5th day of August, 2005 by and among Visual Networks, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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PLEDGE AND SECURITY AGREEMENT
Assumption Agreement • September 7th, 2005 • Visual Networks Inc • Services-prepackaged software • New York

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of August 8, 2005, is by and among Visual Networks, Inc., a Delaware corporation (the “Borrower”), and such other parties as may become Grantors hereunder after the date hereof (together with the Borrower, the “Grantors” and, individually, a “Grantor”) and the Investors named as such in the Purchase Agreement, dated August 5, 2005 (the “Purchase Agreement”), among the Borrower and such Investors (collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2005 • Visual Networks Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of August, 2005 by and among Visual Networks, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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