{"id":43821,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/investors-rights-agreement-redback-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"investors-rights-agreement-redback-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/investors-rights-agreement-redback-networks-inc.html","title":{"rendered":"Investors&#8217; Rights Agreement &#8211; Redback Networks Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                           INVESTORS' RIGHTS AGREEMENT\n\n                              REDBACK NETWORKS INC.\n\n                                  JULY 2, 1998\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                              \n1.  Registration Rights ...................................................       1\n        1.1  Definitions ..................................................       1\n        1.2  Request for Registration .....................................       2\n        1.3  Company Registration .........................................       4\n        1.4  Obligations of the Company ...................................       4\n        1.5  Furnish Information ..........................................       5\n        1.6  Expenses of Demand Registration ..............................       5\n        1.7  Expenses of Company Registration .............................       6\n        1.8  Underwriting Requirements ....................................       6\n        1.9  Delay of Registration ........................................       7\n        1.10  Indemnification .............................................       7\n        1.11  Reports Under Securities Exchange Act of 1934 ...............       9\n        1.12  Form S-3 Registration .......................................       9\n        1.13  Assignment of Registration Rights ...........................      10\n        1.14  'Market Stand-Off' Agreement Rights .........................      11\n        1.15  Termination of Registration Rights ..........................      11\n\n2.  Covenants of the Company ..............................................      12\n        2.1  Delivery of Financial Statements .............................      12\n        2.2  Inspection ...................................................      12\n        2.3  Termination of Information and Inspection Covenants ..........      13\n        2.4  Right of First Offer .........................................      13\n        2.5 Qualified Small Business Stock ................................      14\n\n3.  Voting Provisions .....................................................      14\n        3.1  Agreement to Vote ............................................      14\n        3.2  Election of Director .........................................      15\n\n4.  Miscellaneous .........................................................      15\n        4.1  Successors and Assigns .......................................      15\n        4.2  Governing Law ................................................      15\n        4.3  Counterparts .................................................      15\n        4.4  Titles and Subtitles .........................................      15\n        4.5  Notices ......................................................      15\n        4.6  Expenses .....................................................      16\n        4.7  Termination of Prior Agreement ...............................      16\n        4.8  Amendments and Waivers .......................................      16\n        4.9  Severability .................................................      16\n        4.10  Aggregation of  Stock .......................................      16\n        4.11  Entire Agreement ............................................      16\n\nSchedule A     Schedule of Investors\nSchedule B     Schedule of Management Holders\n\n\n                                       i\n\n\n                              AMENDED AND RESTATED\n                           INVESTORS' RIGHTS AGREEMENT\n\n                THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the\n'Agreement') is made as of July 2, 1998, by and among RedBack Networks Inc., a\nDelaware corporation (the 'Company'), and the investors listed on Schedule A\nhereto, each of which is herein referred to as an 'Investor,' and the founders\nlisted on Schedule B hereto, each of which is herein referred to as a 'Founder.'\n\n                                    RECITALS\n\n                WHEREAS, certain of the Investors (the 'Existing Investors')\nhave heretofore purchased Series A, Series B and Series C Preferred Stock from\nthe Company and possess registration and other investor rights contained in that\ncertain Investors' Rights Agreement dated October 23, 1997 (the 'Prior\nAgreement');\n\n                WHEREAS, the Company and certain of the Investors (the 'Series D\nInvestors') are parties to the Series D Preferred Stock Purchase Agreement dated\nJuly 2, 1998 (the 'Series D Agreement') between the Company and the Investors\nlisted on the Schedule of Investors attached thereto, pursuant to which the\nSeries D Investors are purchasing shares of Series D Preferred Stock of the\nCompany;\n\n                WHEREAS, in order to induce the Company to enter into the Series\nD Agreement and to induce the Series D Investors to invest funds in the Company\npursuant to the Series D Agreement, the Existing Investors and the Company\ndesire to terminate the Prior Agreement and provide that this Agreement shall\ngovern the rights of the Investors to cause the Company to register shares of\nCommon Stock issuable to the Investors and certain other matters as set forth\nherein;\n\n                WHEREAS, by executing this Agreement, the Existing Investors\nagree to waive the right of first offer contained in the Prior Agreement;\n\n                NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:\n\n                1   Registration Rights. The Company covenants and agrees as\nfollows:\n\n                1.1 Definitions. For purposes of this Section 1:\n\n                (a) The term 'Act' means the Securities Act of 1933, as\namended.\n\n                (b) The term 'Form S-3' means such form under the Act as in\neffect on the date hereof or any registration form under the Act subsequently\nadopted by the SEC that permits inclusion or incorporation of substantial\ninformation by reference to other documents filed by the Company with the SEC.\n\n\n\n\n\n\n\n\n\n                (c) The term 'Holder' means any person owning or having the\nright to acquire Registrable Securities or any assignee thereof in accordance\nwith Section 1.13 hereof.\n\n                (d) The term '1934 Act' shall mean the Securities Exchange Act\nof 1934, as amended.\n\n                (e) The terms 'register,' 'registered,' and 'registration'\nrefer to a registration effected by preparing and filing a registration\nstatement or similar document in compliance with the Act, and the declaration or\nordering of effectiveness of such registration statement or document.\n\n                (f) The term 'Registrable Securities' means (i) the Common\nStock issuable or issued upon conversion of the Series A Preferred Stock, the\nSeries B Preferred Stock, the Series C Preferred Stock and the Series D\nPreferred Stock, (ii) the shares of Common Stock issued to the Founders;\nprovided, however, that such shares of Common Stock shall not be deemed\nRegistrable Securities and the aforementioned individuals shall not be deemed\nHolders for the purposes of Sections 1.2, 1.12 and 4.8, and (iii) any Common\nStock of the Company issued as (or issuable upon the conversion or exercise of\nany warrant, right or other security that is issued as) a dividend or other\ndistribution with respect to, or in exchange for, or in replacement of the\nshares referenced in (i) and (ii) above, excluding in all cases, however, any\nRegistrable Securities sold by a person in a transaction in which his rights\nunder this Section 1 are not assigned.\n\n                (g) The number of shares of 'Registrable Securities then\noutstanding' shall be determined by the number of shares of Common Stock\noutstanding that are, and the number of shares of Common Stock issuable pursuant\nto then exercisable or convertible securities that are, Registrable Securities.\n\n                (h) The term 'SEC' shall mean the Securities and Exchange\nCommission.\n\n                1.2 Request for Registration.\n\n                (a) If the Company shall receive at any time after the earlier\nof (i) July 2, 2003, or (ii) six (6) months after the effective date of the\nfirst registration statement for a public offering of securities of the Company\n(other than a registration statement relating either to the sale of securities\nto employees of the Company pursuant to a stock option, stock purchase or\nsimilar plan or a SEC Rule 145 transaction), a written request from the Holders\nof a majority of the Registrable Securities then outstanding that the Company\nfile a registration statement under the Act covering the registration of at\nleast twenty-five percent (25%) of the Registrable Securities then outstanding\n(or a lesser percent if the anticipated aggregate offering price, net of\nunderwriting discounts and commissions, would exceed $7,500,000), then the\nCompany shall:\n\n                        (i) within ten (10) days of the receipt thereof, give\nwritten notice of such request to all Holders; and\n\n\n                                       2\n\n\n                        (ii) effect as soon as practicable, and in any event\nwithin sixty (60) days of the receipt of such request, the registration under\nthe Act of all Registrable Securities that the Holders request to be registered,\nsubject to the limitations of subsection 1.2(b), within twenty (20) days of the\nmailing of such notice by the Company in accordance with Section 4.5.\n\n                (b) If the Holders initiating the registration request\nhereunder ('Initiating Holders') intend to distribute the Registrable Securities\ncovered by their request by means of an underwriting, they shall so advise the\nCompany as a part of their request made pursuant to subsection 1.2(a) and the\nCompany shall include such information in the written notice referred to in\nsubsection 1.2(a). The underwriter will be selected by the Company and shall be\nreasonably acceptable to a majority in interest of the Initiating Holders. In\nsuch event, the right of any Holder to include his Registrable Securities in\nsuch registration shall be conditioned upon such Holder's participation in such\nunderwriting and the inclusion of such Holder's Registrable Securities in the\nunderwriting (unless otherwise mutually agreed by a majority in interest of the\nInitiating Holders and such Holder) to the extent provided herein. All Holders\nproposing to distribute their securities through such underwriting shall\n(together with the Company as provided in subsection 1.4(e)) enter into an\nunderwriting agreement in customary form with the underwriter or underwriters\nselected for such underwriting. Notwithstanding any other provision of this\nSection 1.2, if the underwriter advises the Initiating Holders in writing that\nmarketing factors require a limitation of the number of shares to be\nunderwritten, then the Initiating Holders shall so advise all Holders of\nRegistrable Securities that would otherwise be underwritten pursuant hereto, and\nthe number of shares of Registrable Securities that may be included in the\nunderwriting shall be allocated among all Holders thereof, including the\nInitiating Holders, in proportion (as nearly as practicable) to the amount of\nRegistrable Securities of the Company owned by each Holder; provided, however,\nthat the number of shares of Registrable Securities to be included in such\nunderwriting shall not be reduced unless all other securities are first entirely\nexcluded from the underwriting.\n\n                (c) Notwithstanding the foregoing, if the Company shall furnish\nto Holders requesting a registration statement pursuant to this Section 1.2, a\ncertificate signed by the Chief Executive Officer of the Company stating that in\nthe good faith judgment of the Board of Directors of the Company, it would be\nseriously detrimental to the Company and its stockholders for such registration\nstatement to be filed and it is therefore essential to defer the filing of such\nregistration statement, the Company shall have the right to defer taking action\nwith respect to such filing for a period of not more than one hundred twenty\n(120) days after receipt of the request of the Initiating Holders; provided,\nhowever, that the Company may not utilize this right more than once in any\ntwelve (12) month period.\n\n                (d) In addition, the Company shall not be obligated to effect,\nor to take any action to effect, any registration pursuant to this Section 1.2:\n\n                        (i) After the Company has effected two (2) registrations\npursuant to this Section 1.2 and such registrations have been declared or\nordered effective;\n\n\n\n                                       3\n\n\n                        (ii) During the period starting with the date sixty (60)\ndays prior to the Company's good faith estimate of the date of filing of, and\nending on a date one hundred eighty (180) days after the effective date of, a\nregistration subject to Section 1.3 hereof; provided that the Company is\nactively employing in good faith all reasonable efforts to cause such\nregistration statement to become effective; or\n\n                        (iii) If the Initiating Holders propose to dispose of\nshares of Registrable Securities that may be immediately registered on Form S-3\npursuant to a request made pursuant to Section 1.12 below.\n\n                1.3 Company Registration. If (but without any obligation to do\nso) the Company proposes to register (including for this purpose a registration\neffected by the Company for stockholders other than the Holders) any of its\nstock or other securities under the Act in connection with the public offering\nof such securities solely for cash (other than a registration relating solely to\nthe sale of securities to participants in a Company stock plan, a registration\non any form that does not include substantially the same information as would be\nrequired to be included in a registration statement covering the sale of the\nRegistrable Securities or a registration in which the only Common Stock being\nregistered is Common Stock issuable upon conversion of debt securities that are\nalso being registered), the Company shall, at such time, promptly give each\nHolder written notice of such registration. Upon the written request of each\nHolder given within twenty (20) days after mailing of such notice by the Company\nin accordance with Section 4.5, the Company shall, subject to the provisions of\nSection 1.8, cause to be registered under the Act all of the Registrable\nSecurities that each such Holder has requested to be registered.\n\n                1.4 Obligations of the Company. Whenever required under this\nSection 1 to effect the registration of any Registrable Securities, the Company\nshall, as expeditiously as reasonably possible:\n\n                (a) Prepare and file with the SEC a registration statement with\nrespect to such Registrable Securities and use its best efforts to cause such\nregistration statement to become effective, and, upon the request of the Holders\nof a majority of the Registrable Securities registered thereunder, keep such\nregistration statement effective for a period of up to one hundred twenty (120)\ndays or until the distribution contemplated in the Registration Statement has\nbeen completed.\n\n                (b) Prepare and file with the SEC such amendments and\nsupplements to such registration statement and the prospectus used in connection\nwith such registration statement as may be necessary to comply with the\nprovisions of the Act with respect to the disposition of all securities covered\nby such registration statement.\n\n                (c) Furnish to the Holders such numbers of copies of a\nprospectus, including a preliminary prospectus, in conformity with the\nrequirements of the Act, and such other documents as they may reasonably request\nin order to facilitate the disposition of Registrable Securities owned by them.\n\n\n                                       4\n\n\n                (d) Use its best efforts to register and qualify the securities\ncovered by such registration statement under such other securities or blue sky\nlaws of such jurisdictions as shall be reasonably requested by the Holders;\nprovided that the Company shall not be required in connection therewith or as a\ncondition thereto to qualify to do business or to file a general consent to\nservice of process in any such states or jurisdictions.\n\n                (e) In the event of any underwritten public offering, enter\ninto and perform its obligations under an underwriting agreement, in usual and\ncustomary form, with the managing underwriter of such offering. Each Holder\nparticipating in such underwriting shall also enter into and perform its\nobligations under such an agreement.\n\n                (f) Notify each Holder of Registrable Securities covered by\nsuch registration statement at any time when a prospectus relating thereto is\nrequired to be delivered under the Act of the happening of any event as a result\nof which the prospectus included in such registration statement, as then in\neffect, includes an untrue statement of a material fact or omits to state a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading in the light of the circumstances then existing.\n\n                (g) Cause all such Registrable Securities registered pursuant\nhereunder to be listed on each securities exchange on which similar securities\nissued by the Company are then listed.\n\n                (h) Provide a transfer agent and registrar for all Registrable\nSecurities registered pursuant hereunder and a CUSIP number for all such\nRegistrable Securities, in each case not later than the effective date of such\nregistration.\n\n                1.5 Furnish Information.\n\n                (a) It shall be a condition precedent to the obligations of the\nCompany to take any action pursuant to this Section 1 with respect to the\nRegistrable Securities of any selling Holder that such Holder shall furnish to\nthe Company such information regarding itself, the Registrable Securities held\nby it, and the intended method of disposition of such securities as shall be\nrequired to effect the registration of such Holder's Registrable Securities.\n\n                (b) The Company shall have no obligation with respect to any\nregistration requested pursuant to Section 1.2 or Section 1.12 if, due to the\noperation of subsection 1.5(a), the number of shares or the anticipated\naggregate offering price of the Registrable Securities to be included in the\nregistration does not equal or exceed the number of shares or the anticipated\naggregate offering price required to originally trigger the Company's obligation\nto initiate such registration as specified in subsection 1.2(a) or subsection\n1.12(b)(2), whichever is applicable.\n\n                1.6 Expenses of Demand Registration. All expenses other than\nunderwriting discounts and commissions incurred in connection with\nregistrations, filings or qualifications pursuant to Section 1.2, including\n(without limitation) all registration, filing and qualification fees, printers'\nand accounting fees, fees and disbursements of counsel for the Company and the\nreasonable fees and disbursements of one counsel for the selling Holders\n(provided such counsel\n\n\n                                       5\n\n\nshall be the same as counsel for the Company) shall be borne by the Company;\nprovided, however, that the Company shall not be required to pay for any\nexpenses of any registration proceeding begun pursuant to Section 1.2 if the\nregistration request is subsequently withdrawn at the request of the Holders of\na majority of the Registrable Securities to be registered (in which case all\nparticipating Holders shall bear such expenses), unless the Holders of a\nmajority of the Registrable Securities agree to forfeit their right to one\ndemand registration pursuant to Section 1.2; provided further, however, that if\nat the time of such withdrawal, the Holders have learned of a material adverse\nchange in the condition, business, or prospects of the Company from that known\nto the Holders at the time of their request and have withdrawn the request with\nreasonable promptness following disclosure by the Company of such material\nadverse change, then the Holders shall not be required to pay any of such\nexpenses and shall retain their rights pursuant to Section 1.2.\n\n                1.7 Expenses of Company Registration. The Company shall bear\nand pay all expenses incurred in connection with any registration, filing or\nqualification of Registrable Securities with respect to the registrations\npursuant to Section 1.3 for each Holder (which right may be assigned as provided\nin Section 1.13), including (without limitation) all registration, filing, and\nqualification fees, printers and accounting fees relating or apportionable\nthereto and the fees and disbursements of one counsel for the selling Holders\nselected by them, but excluding underwriting discounts and commissions relating\nto Registrable Securities.\n\n                1.8 Underwriting Requirements. In connection with any offering\ninvolving an underwriting of shares of the Company's capital stock, the Company\nshall not be required under Section 1.3 to include any of the Holders'\nsecurities in such underwriting unless they accept the terms of the underwriting\nas agreed upon between the Company and the underwriters selected by it (or by\nother persons entitled to select the underwriters), and then only in such\nquantity as the underwriters determine in their sole discretion will not\njeopardize the success of the offering by the Company. If the total amount of\nsecurities, including Registrable Securities, requested by stockholders to be\nincluded in such offering exceeds the amount of securities sold other than by\nthe Company that the underwriters determine in their sole discretion is\ncompatible with the success of the offering, then the Company shall be required\nto include in the offering only that number of such securities, including\nRegistrable Securities, that the underwriters determine in their sole discretion\nwill not jeopardize the success of the offering (any reduction in the securities\nso included shall be first taken from the securities of selling stockholders who\nare former employees of the Company; thereafter, any remaining reduction shall\nbe apportioned pro rata among the selling stockholders according to the total\namount of securities entitled to be included therein owned by each such selling\nstockholder or in such other proportions as shall mutually be agreed to by such\nselling stockholders) but in no event shall (i) the amount of securities of the\nselling Holders included in the offering be reduced below twenty-five percent\n(25%) of the total amount of securities included in such offering, unless such\noffering is the initial public offering of the Company's securities, in which\ncase the selling stockholders may be excluded if the underwriters make the\ndetermination described above and no other stockholder's securities are included\nor (ii) notwithstanding (i) above, any shares being sold by a stockholder\nexercising a demand registration right similar to that granted in Section 1.2 be\nexcluded from such offering. For purposes of the preceding parenthetical\nconcerning apportionment, for any selling\n\n\n\n                                       6\n\n\nstockholder that is a holder of Registrable Securities and that is a partnership\nor corporation, the partners, retired partners and stockholders of such holder,\nor the estates and family members of any such partners and retired partners and\nany trusts for the benefit of any of the foregoing persons shall be deemed to be\na single 'selling stockholder,' and any pro-rata reduction with respect to such\n'selling stockholder' shall be based upon the aggregate amount of shares\ncarrying registration rights owned by all entities and individuals included in\nsuch 'selling stockholder,' as defined in this sentence.\n\n                1.9 Delay of Registration. No Holder shall have any right to\nobtain or seek an injunction restraining or otherwise delaying any such\nregistration as the result of any controversy that might arise with respect to\nthe interpretation or implementation of this Section 1.\n\n                1.10 Indemnification. In the event any Registrable Securities\nare included in a registration statement under this Section 1:\n\n                (a) To the extent permitted by law, the Company will indemnify\nand hold harmless each Holder, any underwriter (as defined in the Act) for such\nHolder, and each person, if any, who controls such Holder or underwriter within\nthe meaning of the Act or the 1934 Act, against any losses, claims, damages, or\nliabilities (joint or several) to which they may become subject under the Act,\nthe 1934 Act or other federal or state law, insofar as such losses, claims,\ndamages, or liabilities (or actions in respect thereof) arise out of or are\nbased upon any of the following statements, omissions or violations\n(collectively, a 'Violation'): (i) any untrue statement or alleged untrue\nstatement of a material fact contained in such registration statement, including\nany preliminary prospectus or final prospectus contained therein or any\namendments or supplements thereto, (ii) the omission or alleged omission to\nstate therein a material fact required to be stated therein, or necessary to\nmake the statements therein not misleading, or (iii) any violation or alleged\nviolation by the Company of the Act, the 1934 Act, any state securities law or\nany rule or regulation promulgated under the Act, the 1934 Act or any state\nsecurities law; and the Company will pay to each such Holder, underwriter or\ncontrolling person, as incurred, any legal or other expenses reasonably incurred\nby them in connection with investigating or defending any such loss, claim,\ndamage, liability or action; provided, however, that the indemnity agreement\ncontained in this subsection 1.10(a) shall not apply to amounts paid in\nsettlement of any such loss, claim, damage, liability or action if such\nsettlement is effected without the consent of the Company (which consent shall\nnot be unreasonably withheld), nor shall the Company be liable in any such case\nfor any such loss, claim, damage, liability or action to the extent that it\narises out of or is based upon a Violation that occurs in reliance upon and in\nconformity with written information furnished expressly for use in connection\nwith such registration by any such Holder, underwriter or controlling person.\n\n                (b) To the extent permitted by law, each selling Holder will\nindemnify and hold harmless the Company, each of its directors, each of its\nofficers who has signed the registration statement, each person, if any, who\ncontrols the Company within the meaning of the Act, any underwriter, any other\nHolder selling securities in such registration statement and any controlling\nperson of any such underwriter or other Holder, against any losses, claims,\ndamages\n\n\n\n                                       7\n\n\nor liabilities (joint or several) to which any of the foregoing persons may\nbecome subject under the Act, the 1934 Act or other federal or state law,\ninsofar as such losses, claims, damages or liabilities (or actions in respect\nthereto) arise out of or are based upon any Violation, in each case to the\nextent (and only to the extent) that such Violation occurs in reliance upon and\nin conformity with written information furnished by such Holder expressly for\nuse in connection with such registration; and each such Holder will pay, as\nincurred, any legal or other expenses reasonably incurred by any person intended\nto be indemnified pursuant to this subsection 1.10(b) in connection with\ninvestigating or defending any such loss, claim, damage, liability or action;\nprovided, however, that the indemnity agreement contained in this subsection\n1.10(b) shall not apply to amounts paid in settlement of any such loss, claim,\ndamage, liability or action if such settlement is effected without the consent\nof the Holder (which consent shall not be unreasonably withheld); provided that\nin no event shall any indemnity under this subsection 1.10(b) exceed the gross\nproceeds from the offering received by such Holder.\n\n                (c) Promptly after receipt by an indemnified party under this\nSection 1.10 of notice of the commencement of any action (including any\ngovernmental action), such indemnified party will, if a claim in respect thereof\nis to be made against any indemnifying party under this Section 1.10, deliver to\nthe indemnifying party a written notice of the commencement thereof and the\nindemnifying party shall have the right to participate in and, to the extent the\nindemnifying party so desires, jointly with any other indemnifying party\nsimilarly noticed, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an indemnified party\n(together with all other indemnified parties that may be represented without\nconflict by one counsel) shall have the right to retain one separate counsel,\nwith the fees and expenses to be paid by the indemnifying party, if\nrepresentation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential differing\ninterests between such indemnified party and any other party represented by such\ncounsel in such proceeding. The failure to deliver written notice to the\nindemnifying party within a reasonable time of the commencement of any such\naction, if prejudicial to its ability to defend such action, shall relieve such\nindemnifying party of any liability to the indemnified party under this Section\n1.10, but the omission so to deliver written notice to the indemnifying party\nwill not relieve it of any liability that it may have to any indemnified party\notherwise than under this Section 1.10.\n\n                (d) If the indemnification provided for in this Section 1.10 is\nheld by a court of competent jurisdiction to be unavailable to an indemnified\nparty with respect to any loss, liability, claim, damage or expense referred to\ntherein, then the indemnifying party, in lieu of indemnifying such indemnified\nparty hereunder, shall contribute to the amount paid or payable by such\nindemnified party as a result of such loss, liability, claim, damage or expense\nin such proportion as is appropriate to reflect the relative fault of the\nindemnifying party on the one hand and of the indemnified party on the other in\nconnection with the statements or omissions that resulted in such loss,\nliability, claim, damage or expense as well as any other relevant equitable\nconsiderations. The relative fault of the indemnifying party and of the\nindemnified party shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the\nomission to state a material fact relates to information supplied by the\n\n\n\n                                       8\n\n\nindemnifying party or by the indemnified party and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.\n\n                (e) Notwithstanding the foregoing, to the extent that the\nprovisions on indemnification and contribution contained in the underwriting\nagreement entered into in connection with the underwritten public offering are\nin conflict with the foregoing provisions, the provisions in the underwriting\nagreement shall control.\n\n                (f) The obligations of the Company and Holders under this\nSection 1.10 shall survive the completion of any offering of Registrable\nSecurities in a registration statement under this Section 1, and otherwise.\n\n                1.11 Reports Under Securities Exchange Act of 1934. With a view\nto making available to the Holders the benefits of Rule 144 promulgated under\nthe Act and any other rule or regulation of the SEC that may at any time permit\na Holder to sell securities of the Company to the public without registration or\npursuant to a registration on Form S-3, the Company agrees to:\n\n                (a) make and keep public information available, as those terms\nare understood and defined in SEC Rule 144, at all times after the effective\ndate of the first registration statement filed by the Company for the offering\nof its securities to the general public;\n\n                (b) take such action, including the voluntary registration of\nits Common Stock under Section 12 of the 1934 Act, as is necessary to enable the\nHolders to utilize Form S-3 for the sale of their Registrable Securities, such\naction to be taken as soon as practicable after the end of the fiscal year in\nwhich the first registration statement filed by the Company for the offering of\nits securities to the general public is declared effective;\n\n                (c) file with the SEC in a timely manner all reports and other\ndocuments required of the Company under the Act and the 1934 Act; and\n\n                (d) furnish to any Holder, so long as the Holder owns any\nRegistrable Securities, forthwith upon request (i) a written statement by the\nCompany that it has complied with the reporting requirements of SEC Rule 144 (at\nany time after ninety (90) days after the effective date of the first\nregistration statement filed by the Company), the Act and the 1934 Act (at any\ntime after it has become subject to such reporting requirements), or that it\nqualifies as a registrant whose securities may be resold pursuant to Form S-3\n(at any time after it so qualifies), (ii) a copy of the most recent annual or\nquarterly report of the Company and such other reports and documents so filed by\nthe Company, and (iii) such other information as may be reasonably requested in\navailing any Holder of any rule or regulation of the SEC that permits the\nselling of any such securities without registration or pursuant to such form.\n\n                1.12 Form S-3 Registration. In case the Company shall receive\nfrom any Holder or Holders a written request or requests that the Company effect\na registration on Form S-3 and any related qualification or compliance with\nrespect to all or a part of the Registrable Securities owned by such Holder or\nHolders, the Company will:\n\n\n\n\n\n                                       9\n\n\n                (a) promptly give written notice of the proposed registration,\nand any related qualification or compliance, to all other Holders; and\n\n                (b) as soon as practicable, effect such registration and all\nsuch qualifications and compliances as may be so requested and as would permit\nor facilitate the sale and distribution of all or such portion of such Holder's\nor Holders' Registrable Securities as are specified in such request, together\nwith all or such portion of the Registrable Securities of any other Holder or\nHolders joining in such request as are specified in a written request given\nwithin fifteen (15) days after receipt of such written notice from the Company;\nprovided, however, that the Company shall not be obligated to effect any such\nregistration, qualification or compliance, pursuant to this section 1.12: (1) if\nForm S-3 is not available for such offering by the Holders; (2) if the Holders,\ntogether with the holders of any other securities of the Company entitled to\ninclusion in such registration, propose to sell Registrable Securities and such\nother securities (if any) at an aggregate price to the public (net of any\nunderwriters' discounts or commissions) of less than $1,000,000; (3) if the\nCompany shall furnish to the Holders a certificate signed by the President of\nthe Company stating that in the good faith judgment of the Board of Directors of\nthe Company, it would be seriously detrimental to the Company and its\nstockholders for such Form S-3 Registration to be effected at such time, in\nwhich event the Company shall have the right to defer the filing of the Form S-3\nregistration statement for a period of not more than one hundred twenty (120)\ndays after receipt of the request of the Holder or Holders under this Section\n1.12; provided, however, that the Company shall not utilize this right more than\nonce in any twelve (12) month period; (4) if the Company has, within the twelve\n(12) month period preceding the date of such request, already effected one (1)\nregistration on Form S-3 for the Holders pursuant to this Section 1.12; or (5)\nin any particular jurisdiction in which the Company would be required to qualify\nto do business or to execute a general consent to service of process in\neffecting such registration, qualification or compliance.\n\n                (c) Subject to the foregoing, the Company shall file a\nregistration statement covering the Registrable Securities and other securities\nso requested to be registered as soon as practicable after receipt of the\nrequest or requests of the Holders. All expenses incurred in connection with a\nregistration requested pursuant to Section 1.12, including (without limitation)\nall registration, filing, qualification, printer's and accounting fees and the\nreasonable fees and disbursements of counsel for the selling Holder or Holders\nand counsel for the Company and including any underwriters' discounts or\ncommissions associated with Registrable Securities, shall be borne pro rata by\nthe Holder or Holders participating in the Form S-3 Registration. Registrations\neffected pursuant to this Section 1.12 shall not be counted as demands for\nregistration or registrations effected pursuant to Sections 1.2 or 1.3,\nrespectively.\n\n                1.13 Assignment of Registration Rights. The rights to cause the\nCompany to register Registrable Securities pursuant to this Section 1 may be\nassigned (but only with all related obligations) by a Holder to a transferee or\nassignee of such securities who, after such assignment or transfer, holds at\nleast 400,000 shares of Registrable Securities (subject to appropriate\nadjustment for stock splits, stock dividends, combinations and other\nrecapitalizations after the date hereof), provided: (a) the Company is, within a\nreasonable time after such transfer, furnished with written notice of the name\nand address of such transferee or assignee and the\n\n\n\n                                       10\n\n\nsecurities with respect to which such registration rights are being assigned;\n(b) such transferee or assignee agrees in writing to be bound by and subject to\nthe terms and conditions of this Agreement, including without limitation the\nprovisions of Section 1.14 below; and (c) such assignment shall be effective\nonly if immediately following such transfer the further disposition of such\nsecurities by the transferee or assignee is restricted under the Act. For the\npurposes of determining the number of shares of Registrable Securities held by a\ntransferee or assignee, the holdings of transferees and assignees of a\npartnership who are partners or retired partners of such partnership (including\nspouses and ancestors, lineal descendants and siblings of such partners or\nspouses who acquire Registrable Securities by gift, will or intestate\nsuccession) shall be aggregated together and with the partnership; provided that\nall assignees and transferees who would not qualify individually for assignment\nof registration rights shall have a single attorney-in-fact for the purpose of\nexercising any rights, receiving notices or taking any action under this Section\n1.\n\n                1.14 'Market Stand-Off' Agreement Rights. Each Investor hereby\nagrees that, during the period of duration specified by the Company and an\nunderwriter of Common Stock or other securities of the Company, following the\neffective date of a registration statement of the Company filed under the Act,\nit shall not, to the extent requested by the Company and such underwriter,\ndirectly or indirectly sell, offer to sell, contract to sell (including, without\nlimitation, any short sale), grant any option to purchase or otherwise transfer\nor dispose of (other than to donees who agree to be similarly bound) any\nsecurities of the Company held by it at any time during such period except\nCommon Stock included in such registration; provided, however, that:\n\n                (a) such agreement shall be applicable only to the first such\nregistration statement of the Company that covers Common Stock (or other\nsecurities) to be sold on its behalf to the public in an underwritten offering;\n\n                (b) all officers and directors of the Company and all other\npersons with registration rights (whether or not pursuant to this Agreement)\nenter into similar agreements; and\n\n                (c) such market stand-off time period shall not exceed one\nhundred eighty (180) days.\n\n                In order to enforce the foregoing covenant, the Company may\nimpose stop-transfer instructions with respect to the Registrable Securities of\neach Investor (and the shares or securities of every other person subject to the\nforegoing restriction) until the end of such period.\n\n                1.15 Termination of Registration Rights. No Holder shall be\nentitled to exercise any right provided for in this Section 1 after five (5)\nyears following the consummation of the sale of securities pursuant to a\nregistration statement filed by the Company under the Act in connection with the\ninitial firm commitment underwritten offering of its securities to the general\npublic or, as to any Holder, such earlier time at which all Registrable\nSecurities held by such Holder can be sold in any three (3) month period without\nregistration in compliance with Rule 144 of the Act.\n\n\n\n\n\n                                       11\n\n\n                2. Covenants of the Company.\n\n                2.1 Delivery of Financial Statements. The Company shall deliver\nto each Investor:\n\n                (a) as soon as practicable, but in any event within ninety (90)\ndays after the end of each fiscal year of the Company, an income statement for\nsuch fiscal year, a balance sheet of the Company and statement of stockholder's\nequity as of the end of such year, and a statement of cash flows for such year,\nsuch year-end financial reports to be in reasonable detail, prepared in\naccordance with generally accepted accounting principles ('gaap'), and audited\nand certified by independent public accountants of nationally recognized\nstanding selected by the Company;\n\n                (b) so long as such Investor holds at least 400,000 shares of\nPreferred Stock (either in the form of Preferred Stock or Common Stock issued\nupon conversion thereof, and as adjusted for subsequent stock splits,\nrecombinations or reclassifications after the date hereof), as soon as\npracticable, but in any event within forty-five (45) days after the end of each\nof the first three (3) quarters of each fiscal year of the Company, an unaudited\nincome statement and statement of cash flows for such fiscal quarter and an\nunaudited balance sheet and a statement of stockholder's equity as of the end of\nsuch fiscal quarter;\n\n                (c) so long as such Investor holds at least 400,000 shares of\nPreferred Stock (either in the form of Preferred Stock or Common Stock issued\nupon conversion thereof, and as adjusted for subsequent stock splits,\nrecombinations or reclassifications), within thirty (30) days of the end of each\nmonth, an unaudited income statement and statement of cash flows and balance\nsheet for and as of the end of such month, in reasonable detail;\n\n                (d) so long as such Investor holds at least 400,000 shares of\nPreferred Stock (either in the form of Preferred Stock or Common Stock issued\nupon conversion thereof, and as adjusted for subsequent stock splits,\nrecombinations or reclassifications), as soon as practicable, but in any event\nthirty (30) days prior to the end of each fiscal year, a budget for the next\nfiscal year, prepared on a monthly basis, including balance sheets and\nstatements of cash flows, for such months, and, as soon as prepared, any other\nbudgets or revised budgets prepared by the Company; and\n\n                (e) with respect to the financial statements called for in\nsubsections (b) and (c) of this Section 2.1, an instrument executed by the Chief\nFinancial Officer or President of the Company certifying that such financials\nwere prepared in accordance with gaap consistently applied with prior practice\nfor earlier periods (with the exception of footnotes that may be required by\ngaap) and fairly present the financial condition of the Company and its results\nof operations for the period specified, subject to year-end audit adjustment.\n\n                2.2 Inspection. The Company shall permit each Investor, at such\nInvestor's expense, to visit and inspect the Company's properties, to examine\nits books of account and records and to discuss the Company's affairs, finances\nand accounts with its officers, all at such reasonable times as may be requested\nby the Investor; provided, however, that the Company shall\n\n\n\n                                       12\n\n\nnot be obligated pursuant to this Section 2.2 to provide access to any\ninformation that it reasonably considers to be a trade secret or similar\nconfidential information.\n\n                2.3 Termination of Information and Inspection Covenants. The\ncovenants set forth in Section 2.1 and Section 2.2 shall terminate as to\nInvestors and be of no further force or effect when the sale of securities\npursuant to a registration statement filed by the Company under the Act in\nconnection with the firm commitment underwritten offering of its securities to\nthe general public is consummated or when the Company first becomes subject to\nthe periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act,\nwhichever event shall first occur.\n\n                2.4 Right of First Offer. Subject to the terms and conditions\nspecified in this paragraph 2.4, the Company hereby grants to each Major\nInvestor (as hereinafter defined) a right of first offer with respect to future\nsales by the Company of its Shares (as hereinafter defined). For purposes of\nthis Section 2.4, a Major Investor shall mean any Investor who holds at least\n400,000 shares of Common Stock issued or issuable upon conversion of the Series\nA, Series B, Series C or Series D Preferred Stock (subject to appropriate\nadjustment for stock splits, stock dividends, combinations and other\nrecapitalizations after the date hereof). For purposes of this Section 2.4,\nInvestors include any general partners and affiliates of an Investor. An\nInvestor shall be entitled to apportion the right of first offer hereby granted\nit among itself and its partners and affiliates in such proportions as it deems\nappropriate. For the purposes of this Section 2.4, any entities affiliated with\nAccel Partners, Sequoia Capital or Mayfield Fund may aggregate their share\nholdings and may allocate such aggregated amounts among such entities as they\ndeem appropriate.\n\n                Each time the Company proposes to offer any shares of, or\nsecurities convertible into or exercisable for, any shares of any class of its\ncapital stock ('Shares'), the Company shall first make an offering of such\nShares to each Major Investor in accordance with the following provisions:\n\n                (a) The Company shall deliver a notice by certified mail\n('Notice') to the Major Investor stating (i) its bona fide intention to offer\nsuch Shares, (ii) the number of such Shares to be offered, and (iii) the price\nand terms, if any, upon which it proposes to offer such Shares.\n\n                (b) By written notification received by the Company, within\ntwenty (20) calendar days after giving of the Notice, the Major Investor may\nelect to purchase or obtain, at the price and on the terms specified in the\nNotice, up to that portion of such Shares that equals the proportion that the\nnumber of shares of Common Stock issued and held, or issuable upon conversion of\nthe Series A, Series B, Series C and Series D Preferred Stock then held, by such\nMajor Investor bears to the total number of shares of Common Stock of the\nCompany then outstanding (assuming full conversion, exercise and exchange of all\nconvertible, exercisable or exchangeable securities).\n\n                (c) If all Shares referred to in the Notice which Major\nInvestors are entitled to obtain pursuant to subsection 2.4(b) are not elected\nto be obtained as provided in subsection\n\n\n\n                                       13\n\n\n2.4(b) hereof, the Company may, during the ninety (90) day period following the\nexpiration of the period provided in subsection 2.4(b) hereof, offer the\nremaining unsubscribed portion of such Shares to any person or persons at a\nprice not less than, and upon terms no more favorable to the offeree than those\nspecified in the Notice. If the Company does not enter into an agreement for the\nsale of the Shares within such period, or if such agreement is not consummated\nwithin sixty (60) days of the execution thereof, the right provided hereunder\nshall be deemed to be revived and such Shares shall not be offered unless first\nreoffered to the Major Investors in accordance herewith.\n\n                (d) The right of first offer in this paragraph 2.4 shall not be\napplicable (i) to the issuance or sale of shares of Common Stock (or options\ntherefor) to employees or directors of or consultants to the Company for the\nprimary purpose of soliciting or retaining their services, (ii) to or after\nconsummation of a bona fide, firmly underwritten public offering of shares of\nCommon Stock, registered under the Act pursuant to a registration statement on\nForm S-1 or SB-2, (iii) the issuance of securities pursuant to the conversion,\nexercise or exchange of convertible, exercisable or exchangeable securities,\n(iv) the issuance of securities in connection with a bona fide business\nacquisition of or by the Company, whether by merger, consolidation, sale of\nassets, sale or exchange of stock or otherwise, or (v) the issuance of stock,\nwarrants or other securities or rights to persons or entities with which the\nCompany has business relationships, provided such issuances are for other than\nprimarily equity financing purposes.\n\n                (e) The right of first offer set forth in this Section 2.4 may\nnot be assigned or transferred, except (i) to any transferee of 250,000 shares\nor more of Registrable Securities (subject to appropriate adjustment for all\nstock splits, dividends, subdivisions, combinations, recapitalizations and the\nlike), (ii) by each Investor to any wholly owned subsidiary or parent of, or to\nany corporation or entity that is, within the meaning of the Acts controlling,\ncontrolled by or under common control with, any such Investor and (iii) between\nand among any of the Investors.\n\n                2.5 Qualified Small Business Stock. As of the Closing, (i) the\nCompany will not have made any purchases of its own stock during the one-year\nperiod preceding the Closing which would cause the Series D Preferred Stock\nissued pursuant to the Series D Agreement to fail to qualify as 'qualified small\nbusiness stock' within the meaning of Section 1202 of the Internal Revenue Code\nof 1986, as amended (the 'Code'), by reason of Code Section 1202(c)(3)(B), and\n(ii) the Company's aggregate gross assets, as defined by Code Section\n1202(d)(2), at no time through the Closing exceeded or will exceed $50 million,\ntaking into account the assets of any corporation required to be aggregated with\nthe Company in accordance with Code Section 1202(d)(3). The Company will use\nreasonable efforts to comply with the reporting and record keeping requirements\nof Code Section 1202 and any regulations thereunder.\n\n\n                3. Voting Provisions.\n\n                3.1 Agreement to Vote. Each Investor, as a holder of the\nCompany's Preferred Stock (the 'Preferred Stock'), hereby agrees on behalf of\nitself and any transferee or\n\n\n\n                                       14\n\n\nassignee of any such shares of the Preferred Stock, to hold all of the shares of\nPreferred Stock registered in its name (and any securities of the Company issued\nwith respect to, upon conversion of, or in exchange or substitution of the\nPreferred Stock, and any other voting securities of the Company subsequently\nacquired by such Investor) (hereinafter collectively referred to as the\n'Investor Shares') subject to, and to vote the Investor Shares in accordance\nwith, the provisions of this Agreement. Each Common Holder, as a holder of\nCommon Stock of the Company, hereby agrees on behalf of himself or herself and\nany transferee or assignee of any such shares of Common Stock, to hold all of\nsuch shares of Common Stock and any other securities of the Company acquired by\nhim or her in the future (and any securities of the Company issued with respect\nto, upon conversion of, or in exchange or substitution for such securities) (the\n'Common Holder Shares') subject to, and to vote the Common Holder Shares in\naccordance with, the provisions of this Agreement. Except as provided by this\nAgreement, each Investor and Common Holder shall exercise the full rights of a\nstockholder with respect to the Investor shares and Common Holder Shares.\n\n                3.2 Election of Director. The director elected to the Company's\nBoard of Directors pursuant to subsection 5(b)(iii) of Article IV of the Amended\nand Restated Certificate (as defined in the Series D Agreement) shall have\nrelevant industry experience for the Company's business and shall receive the\naffirmative votes of holders of a majority of the Preferred Stock and a majority\nof the Common Stock.\n\n                4 Miscellaneous.\n\n                4.1 Successors and Assigns. Except as otherwise provided herein,\nthe terms and conditions of this Agreement shall inure to the benefit of and be\nbinding upon the respective successors and assigns of the parties (including\ntransferees of any shares of Registrable Securities). Nothing in this Agreement,\nexpress or implied, is intended to confer upon any party other than the parties\nhereto or their respective successors and assigns any rights, remedies,\nobligations, or liabilities under or by reason of this Agreement, except as\nexpressly provided in this Agreement.\n\n                4.2 Governing Law. This Agreement shall be governed by and\nconstrued under the laws of the State of California as applied to agreements\namong California residents entered into and to be performed entirely within\nCalifornia, except that Section 3 hereof shall be governed by the Delaware\nGeneral Corporation Law.\n\n                4.3 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n                4.4 Titles and Subtitles. The titles and subtitles used in this\nAgreement are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n                4.5 Notices. Unless otherwise provided, any notice required or\npermitted under this Agreement shall be given in writing and shall be deemed\neffectively given upon\n\n\n\n                                       15\n\n\npersonal delivery to the party to be notified or upon deposit with the United\nStates Post Office, by registered or certified mail, postage prepaid and\naddressed to the party to be notified at the address indicated for such party on\nthe signature page hereof, or at such other address as such party may designate\nby ten (10) days' advance written notice to the other parties.\n\n                4.6 Expenses. If any action at law or in equity is necessary to\nenforce or interpret the terms of this Agreement, the prevailing party shall be\nentitled to reasonable attorneys' fees, costs and necessary disbursements in\naddition to any other relief to which such party may be entitled.\n\n                4.7 Termination of Prior Agreement. The Prior Agreement is\nhereby terminated and of no further force and effect.\n\n                4.8 Amendments and Waivers. Any term of this Agreement, except\nas provided in this section 4.8, may be amended and the observance of any term\nof this Agreement may be waived (either generally or in a particular instance\nand either retroactively or prospectively), only with the written consent of the\nCompany and the holders of a majority of the Registrable Securities then\noutstanding; provided, however, that in the event such amendment or waiver\nadversely affects the rights and\/or obligations of the Founders under this\nAgreement in a different manner than the other Holders, such amendment or waiver\nshall also require the written consent of a majority of the Common Stock held by\nthe Founders. Section 3.2 of this Agreement may not be amended without the\napproval of the holders of a majority of the Preferred Stock and a majority of\nthe Common Stock. Any amendment or waiver effected in accordance with this\nparagraph shall be binding upon each holder of any Registrable Securities then\noutstanding, each future holder of all such Registrable Securities, and the\nCompany.\n\n                4.9 Severability. If one or more provisions of this Agreement\nare held to be unenforceable under applicable law, such provision shall be\nexcluded from this Agreement and the balance of the Agreement shall be\ninterpreted as if such provision were so excluded and shall be enforceable in\naccordance with its terms.\n\n                4.10 Aggregation of Stock. All shares of Registrable Securities\nheld or acquired by affiliated entities or persons shall be aggregated together\nfor the purpose of determining the availability of any rights under this\nAgreement.\n\n                4.11 Entire Agreement. This Agreement (including the Exhibits\nhereto, if any) constitutes the full and entire understanding and agreement\nbetween the parties with regard to the subjects hereof and thereof.\n\n\n\n\n\n                                       16\n\n\n                IN WITNESS WHEREOF, the parties have executed this Agreement as\nof the date first above written.\n\n                                        REDBACK NETWORKS INC.\n\n                                        By:\n                                           -------------------------------------\n                                            Dennis L. Barsema, President\n\n                       Address:             1389 Moffett Park Drive\n                                            Sunnyvale, CA  94089\n\n\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                        INVESTORS:\n\n\n                                        MAYFIELD VIII,\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n                                        By:  MAYFIELD VIII MANAGEMENT, L.L.C.\n                                           ------------------------------------\n                                        A DELAWARE LIMITED LIABILITY\n                                        COMPANY, Its General Partner\n\n                                        By:\n                                           -------------------------------------\n\n                                        MAYFIELD ASSOCIATES FUND III,\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n                                        By:  MAYFIELD VIII MANAGEMENT, L.L.C.\n                                        A DELAWARE LIMITED LIABILITY\n                                        COMPANY, Its General Partner\n\n                                        By:\n                                           -------------------------------------\n                         Address:       2800 Sand Hill Road\n                                        Menlo Park, California 94025\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                        SEQUOIA CAPITAL VII\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n\n                                        SEQUOIA TECHNOLOGY PARTNERS VII\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n\n                                        SEQUOIA 1995 LLC\n\n                                        SQP 1997\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n\n                                        SEQUOIA 1997\n                                        A CALIFORNIA LIMITED PARTNERSHIP\n\n\n                                        By:  SC VII-A Management, LLC\n                                           -------------------------------------\n                                        a California Limited Liability Company,\n                                        its General Partner\n\n                                        By:\n                                           -------------------------------------\n\n                                        ----------------------------------------\n                                        Print Name\n\n                                        ----------------------------------------\n                                        Title\n\n                         Address:       3000 Sand Hill Road, Building 4, \n                                        Suite 280\n                                        Menlo Park, California  94025\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n\n                                        ACCEL V L.P.\n                                        By:  Accel V Associates L.L.C.\n                                           -------------------------------------\n                                        Its General Partner\n\n                                               By:\n                                                  ------------------------------\n                                                  Managing Member\n\n                                        ACCEL INTERNET\/STRATEGIC\n                                        TECHNOLOGY FUND L.P.\n                                        By:  Accel Internet\/Strategic Technology\n                                             Fund\n                                             -----------------------------------\n                                        Associates L.L.C.\n                                        Its General Partner\n\n                                               By:\n                                                  ------------------------------\n                                                  Managing Member\n\n                                        ACCEL KEIRETSU V L.P.\n                                        By:  Accel Keiretsu V Associates L.L.C.\n                                           -------------------------------------\n                                        Its General Partner\n\n                                               By:\n                                                  ------------------------------\n                                                  Managing Member\n\n                                        ACCEL INVESTORS '96 L.P.\n\n                                        By:\n                                           -------------------------------------\n                                           General Partner\n\n                                        ELLMORE C. PATTERSON PARTNERS\n\n                                        By:\n                                           -------------------------------------\n                                              General Partner\n\n\n                         Address:       428 University Avenue\n                                        Palo Alto, California  94301\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                        LIGHTHOUSE CAPITAL PARTNERS II, L.P.\n                                        By Lighthouse Management \n                                        Partners II, L.P.,\n                                        Its General Partner\n                                        By Lighthouse Capital Partners, Inc., \n                                        Its General Partner\n\n                                        By:\n                                           -------------------------------------\n                                           Richard D. Stubblefield, Managing\n                                           Director\n\n                         Address:       100 Drakes Landing Road, Suite 260\n                                        Greenbrae, California  94904-3121\n\n                                        MARSHALL SMITH\n\n                                        By:\n                                           -------------------------------------\n\n                         Address:       26535 Weston Drive\n                                        Los Altos Hills, California  94022\n\n                                        JOANNE KNIGHT\n\n                                        By:\n                                           -------------------------------------\n\n                         Address:       793 View Street\n                                        Mountain View, California  94041\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                        FOUNDERS:\n\n                                        ----------------------------------------\n                                        Gaurav Garg\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                        G &amp; H Partners\n\n                                        By:\n                                           -------------------------------------\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n                                        G &amp; H Partners\n\n                                        By:\n                                           -------------------------------------\n\n                 Signature Page to Investors' Rights Agreement\n\n\n\n\n                                   SCHEDULE A\n\n                              SCHEDULE OF INVESTORS\n\n\nSEQUOIA CAPITAL VII\n\nSEQUOIA TECHNOLOGY PARTNERS VII\n\nSEQUOIA 1995 LLC\n\nSQP 1997\n\nSEQUOIA 1997\n\nACCEL V L.P.\n\nACCEL INTERNET\/STRATEGIC TECHNOLOGY\n  FUND L.P.\n\nACCEL KEIRETSU V L.P.\n\nACCEL INVESTORS '96 L.P.\n\nELLMORE C. PATTERSON PARTNERS\n\nMAYFIELD ASSOCIATES FUND III\n\nMAYFIELD VIII\n\nLIGHTHOUSE CAPITAL PARTNERS II, L.P.\n\nMARSHALL SMITH\n\nJOANNE KNIGHT\n\nWILLIAM A. LANFRI\n\nSTANFORD UNIVERSITY\n\nPIERRE R. AND CHRISTINE E. LAMOND TRUST\n\nDAVID A. LAMOND TRUST\n\nG&amp;H PARTNERS\n\n\n\n\n\nF. TERRY EGER\n\nJIM FLACH\n\nSELINA LO\n\n\n\n\n\n                                   SCHEDULE B\n\n                         SCHEDULE OF MANAGEMENT HOLDERS\n\n\nFOUNDER\n\nGaurav Garg\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8660],"corporate_contracts_industries":[],"corporate_contracts_types":[9630,9629],"class_list":["post-43821","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-inc","corporate_contracts_types-securities__invest","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43821","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43821"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43821"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43821"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43821"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}