0001193125-06-084680 Sample Contracts

RIVERBED TECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 10, 2006
Investors’ Rights Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 10th day of February, 2006, by and among Riverbed Technology, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively the “Investors”).

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Contract
Rights Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS WARRANT AND THE SECURITIES ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

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STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • April 20th, 2006 • Riverbed Technology, Inc. • Delaware

THIS STOCK RESTRICTION AGREEMENT is entered into as of November 7, 2002, by and among NBT Technology, Inc., a Delaware corporation (the “Company”), Steven McCanne (“McCanne”) and Steven McCanne and Tamara R. White, Trustees of the McCanne Family Trust dated July 8, 2002 and successor Trustees thereunder (the “Stockholder”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS STOCK PURCHASE AGREEMENT is entered into as of May 23, 2002 by NBT TECHNOLOGY, INC., a Delaware corporation (the “Company”), and STEVEN MCCANNE (the “Purchaser”).

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STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • April 20th, 2006 • Riverbed Technology, Inc. • Delaware

THIS STOCK RESTRICTION AGREEMENT is entered into as of November 7, 2002, by and among NBT Technology, Inc., a Delaware corporation (the “Company”), Jerry Kennelly (“Kennelly”) and Kennelly Partners, L.P. (the “Stockholder”).

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501 SECOND STREET OFFICE LEASE BY AND BETWEEN 501 SECOND STREET ASSOCIATES, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND NBT TECHNOLOGY, INC., A DELAWARE CORPORATION AS TENANT PREMISES: 501 SECOND STREET, SUITE 410 SAN FRANCISCO, CALIFORNIA
Riverbed Technology, Inc. • April 20th, 2006 • California

THIS LEASE is dated for reference purposes only as of January 23, 2003, between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and NBT TECHNOLOGY, INC., a Delaware corporation (“Tenant”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS LOAN AND SECURITY AGREEMENT NO. 4001 (this “Agreement”) is entered into as of June 7, 2004, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Borrower”).

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LEGACY SHORELINE CENTER OFFICE LEASE WXIII/CRITTENDEN REALTY A/B LLC, a Delaware limited liability company, as Landlord, and RIVERBED TECHNOLOGY, INC., a Delaware corporation as Tenant
Extension Option Rider • April 20th, 2006 • Riverbed Technology, Inc.

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

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AMENDMENT NO. 02 Dated February 4, 2005 TO that certain Loan and Security Agreement No. 4001 dated as of June 7, 2004, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“lender”) AND RIVERBED TECHNOLOGY, INC. (“Borrower”).
Riverbed Technology, Inc. • April 20th, 2006

The “Permitted Indebtedness” definition under Section 1.1 of the Agreement shall be deleted in its entirety and replaced with the following:

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SECOND AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS SECOND AMENDMENT OF LEASE (this “Amendment”), dated for reference purposes only, June 9, 2004, is by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), formerly known as NBT Technology, Inc. (“NBT”).

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FIRST AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS FIRST AMENDMENT OF LEASE (this “Amendment”) is dated for reference purposes only, January 16, 2004, by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), as successor in interest to NBT Technology, Inc. (“NBT”).

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THIRD AMENDMENT OF LEASE
Lease • April 20th, 2006 • Riverbed Technology, Inc.

THIS THIRD AMENDMENT OF LEASE (this “Amendment”) is dated for reference purposes only, May 24, 2005, by and between 501 SECOND STREET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and RIVERBED TECHNOLOGY, INC., a Delaware corporation (“Tenant”), formerly known as NBT Technology, Inc. (“NBT”).

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AMENDMENT NO. 01 Dated September 30, 2004 TO that certain Loan and Security Agreement No. 4001 dated as of June 7, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RIVERBED TECHNOLOGY, INC. (“Borrower”).
And Security Agreement • April 20th, 2006 • Riverbed Technology, Inc.
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WARRANT TO PURCHASE STOCK
Purchase Stock • April 20th, 2006 • Riverbed Technology, Inc. • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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AMENDMENT NO. 03 Dated September 14, 2005 TO that certain Loan and Security Agreement No. 4001 dated as of June 7, 2004, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RIVERBED TECHNOLOGY, INC. (“Borrower”).
Riverbed Technology, Inc. • April 20th, 2006
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