0000950134-05-010660 Sample Contracts

AMENDMENT OF INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 23rd, 2005 • Technology Crossover Management Iv LLC • Services-computer integrated systems design • California

THIS AMENDMENT OF INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of April 5, 2004, by and among Redback Networks, Inc., a Delaware corporation (along with its successors and assigns, the “Company”) and TCV IV, L.P., a Delaware limited partnership and TCV IV Strategic Partners, L.P., a Delaware limited partnership (collectively, the “Original Holders”). All capitalized terms used herein, which are not defined herein, shall have the meaning assigned to them in the Investor Rights Agreement, dated as of January 5, 2004, by and among the Company and the Original Holders (the “Investor Rights Agreement”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • May 23rd, 2005 • Technology Crossover Management Iv LLC • Services-computer integrated systems design

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Redback Networks, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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