0001193125-04-150963 Sample Contracts

CONSULTING AGREEMENT Amended and Restated as of November 17, 2002

Consulting Agreement • September 2nd, 2004 • Riverstone Networks Inc • Computer communications equipment • California

• Contract Type
  Consulting Agreement
• Filed
  September 2nd, 2004
• Company
  Riverstone Networks Inc
• Industry
  Computer communications equipment
• Jurisdiction
  California

Effective December 3, 2001, except where otherwise noted, Richard Lowenthal (“Consultant”) and Pipal Systems, Inc. (“Company”) agree as follows:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among RIVERSTONE NETWORKS, INC., PIPAL SYSTEMS, INC. and OTHER PARTIES SIGNATORY HERETO December 18, 2002

Merger Agreement • September 2nd, 2004 • Riverstone Networks Inc • Computer communications equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  September 2nd, 2004
• Company
  Riverstone Networks Inc
• Industry
  Computer communications equipment
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), is dated as of the 18th day of December, 2002, by and among Riverstone Networks, Inc., a Delaware corporation (“Parent”), Poplar Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Pipal Systems, Inc., a Delaware corporation (the “Company”), and with respect to ARTICLE IX and ARTICLE XI only, Praveen K. Mandal as securityholder agent (the “Securityholder Agent”) and J.P. Morgan Trust Company, National Association, as escrow agent (the “Escrow Agent”).