0000950133-05-005439 Sample Contracts

VISUAL NETWORKS, INC. PURCHASE AGREEMENT WAIVER AND AMENDMENT TO NOTES
Purchase Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT WAIVER AND AMENDMENT TO NOTES, dated as of this 1st day of December, 2005 (this “Waiver and Amendment”), is entered into by and among VISUAL NETWORKS, INC., a Delaware corporation (the “Corporation”), and the Investors set forth on the signature pages hereto (hereinafter referred to collectively as the “Investors”).

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VOTING AND STOCKHOLDER OPTION AGREEMENT
Voting and Stockholder Option Agreement • December 5th, 2005 • Visual Networks Inc • Services-prepackaged software • Delaware

This VOTING AND STOCKHOLDER OPTION AGREEMENT (this “Agreement”), dated as of December 1, 2005, is by and among Fluke Electronics Corporation, a Delaware corporation (the “Buyer”), HEA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Sub”), and [___] (the “Stockholder”).

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