REDBACK NETWORKS INC. Common Stock (par value $0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2006 • Redback Networks Inc • Services-computer integrated systems design • New York
Redback Networks Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,500,000 shares and, at the election of the Underwriters, up to 614,850 additional shares, of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”); the stockholders of the Company named in Schedule II hereto (together, the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,698,000 shares of the Common Stock; and each of Alta Partners Holdings, LDC, a Cayman Islands limited duration company (the “Alta Partners Fund”), and Alta Partners Discount Convertible Arbitrage Holdings, Ltd., a British Virgin Islands international business company (the “Alta Partners Arbitrage Fund,” and, together with Alta Partners Fund, the “Alta Funds”)
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 19th, 2006 • Redback Networks Inc • Services-computer integrated systems design • New York
This Amendment to that certain Stock Purchase Agreement, dated as of May 9, 2006 (the “Agreement”), by and between TCV IV, L.P. and TCV IV Strategic Partners, L.P., each a Delaware limited partnership, (the “Purchasers”) and Alta Partners Ltd. and Alta Partners Discount Convertible Arbitrage Ltd., each a company organized under the laws of the British Virgin Islands, (the “Alta BVI Parties”) is dated and entered into as of May 10, 2006, by and among the Purchasers, the Alta BVI Parties, Alta Partners Holdings, LDC, a Cayman Islands limited duration company and Alta Partners Discount Convertible Arbitrage Holdings, Ltd., a British Virgin Islands international business company (together with Alta Partners Holdings, LDC, the “Actual Selling Stockholders”).
