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Exhibit 2.11
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of August 29, 2000, among RIVERSTONE NETWORKS, Inc., a
Delaware corporation (the "Company"), SILVER LAKE PARTNERS, L.P., a Delaware
limited partnership ("Silver Lake") and each of the parties listed on Schedule I
hereto (collectively, the "Investors").
This Agreement is entered into pursuant to that certain
Amended and Restated Securities Purchase Agreement, dated as of August 29, 2000
(the "Purchase Agreement"), by and among Cabletron Systems, Inc. and the
Investors. The execution and delivery of this Agreement is a condition to the
obligations of the Investors set forth in Section 2 of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings
given to them in the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms
shall have the following meanings:
"Act" means the Securities Act of 1933, as amended from time
to time and the rules and regulations of the SEC promulgated thereunder.
"Business Day" means any day except a Saturday, Sunday or
other day in the City of New York on which banks are authorized to close.
"Common Stock" means the Company's Common Stock, par value
$.01 per share.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time and the rules and regulations of the SEC promulgated
thereunder.
"Holder" means the Investors, for so long as the Investors own
any Stock Purchase Rights, IPO Valuation Warrants, Subsidiary Warrants or any
Registrable Securities, and their successors, assigns and direct and indirect
transferees who become registered owners of Stock Purchase Rights, IPO Valuation
Warrants, Subsidiary Warrants or Registrable Securities.
"IPO Valuation Warrants" means the warrants to purchase Common
Stock issuable to holders of Stock Purchase Rights upon the terms and conditions
set forth in Section 16 of the Purchase Agreement.
"NASD" means the National Association of Securities Dealers,
Inc.
"Person" means an individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.
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"Prospectus" means the prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all documents incorporated by
reference into such Prospectus.
"Purchased Shares" means the shares of Common Stock issued or
issuable upon the exercise of the Stock Purchase Rights, IPO Valuation Warrants
and Subsidiary Warrants.
"Registrable Securities" means any of (a) the Purchased Shares
and (b) any other securities issued or issuable by the Company with respect to
the Stock Purchase Rights, IPO Valuation Warrants, Subsidiary Warrants or the
Purchased Shares by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise until such date as such security (i) is effectively
registered under the Act and disposed of in accordance with a registration
statement, (ii) is distributed to the public pursuant to Rule 144 under the Act
or (iii) has ceased to be outstanding. For purposes of this Agreement, any
required calculation of the amount of, or percentage of, Registrable Securities
shall be based on the number of shares of Common Stock which are Registrable
Securities, including outstanding shares of Common Stock and shares issuable
upon the conversion, exchange or exercise of any outstanding security
convertible, exchangeable or exercisable into Common Stock (including the Stock
Purchase Rights, IPO Valuation Warrants and Subsidiary Warrants).
"Registration Statement" means any registration statement of
the Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.
"Rule 144" means Rule 144 under the Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Act.
"Rule 144A" means Rule 144A under the Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC providing for similar offers and sales
of securities made in compliance therewith free of the registration and
prospectus delivery requirements of the Act
"SEC" means the Securities and Exchange Commission.
"Stock Purchase Rights" means, collectively, the callable
stock purchase rights, first-tier stock purchase rights, second-tier stock
purchase rights and third-tier stock purchase rights to purchase shares of the
Company's Common Stock, issued pursuant to the Purchase Agreement.
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"Subsidiary Warrants" means the warrants to purchase Common
Stock issuable to holders of Parent Warrants and Replacement Warrants upon the
terms and conditions set forth in Section 1.7 of the Purchase Agreement.
SECTION 2. REGISTRATION RIGHTS
(a) Demand Registration.
(i) Request for Registration. At any time, the Holders of
Purchased Shares representing not less than 25% of the aggregate number of
Registrable Securities (or any lesser amount if the request relates to all
remaining Registrable Securities) (the "Demand Party") may make two written
requests for registration under the Act of their Registrable Securities (a
"Demand Registration"); provided, that no transferee of the Investors or of any
such transferee shall be permitted to request a registration pursuant to this
Section 2(a) unless the right to make such a request was specifically
transferred by the Investors (or any transferee) to such transferee. Any such
request shall specify the number of Registrable Securities proposed to be sold
and will also specify the intended method of disposition thereof, such method of
disposition to be subject to the approval of the Company if it is other than a
firm commitment underwritten public offering (which approval shall not be
unreasonably withheld). Subject to the other provisions of this Section 2(a),
the Company shall give written notice of such registration request within 10
days after the receipt thereof to all other Holders. Within 15 days after
receipt of such notice by any Holder, such Holder may request in writing that
its Registrable Securities be included in such registration (whether or not such
Registrable Securities are of the same series or class as the Registrable
Securities that were the subject of the original demand) and the Company shall
include in the Demand Registration the Registrable Securities of any such Holder
requested to be so included. Each such request shall specify the number of
Registrable Securities proposed to be sold and the intended method of
disposition thereof, such method of disposition to be subject to the approval of
the Company if it is other than a firm commitment underwritten public offering
(which approval shall not be unreasonably withheld). Upon a demand, the Company
will:
(x) prepare and file within 30 days after a request has been made and
use its reasonable best efforts to cause to become effective as
promptly as reasonably commercially practicable (but in any event use
its reasonable best efforts to cause to become effective within 90 days
of such demand) a Registration Statement in respect of all the
Registrable Securities which Holders request for inclusion therein; and
(y) keep such Registration Statement continuously effective for the
shorter of (A) 90 days and (B) such period of time as all of the
Registrable Securities included in such Registration Statement have
been sold thereunder (the shorter of (A) or (B), the "Effectiveness
Period");
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provided, that if such demand occurs during a Black Out Period (as defined
below) or other period (not to exceed 180 days) during which the Company is
prohibited or restricted from issuing or selling securities pursuant to any
underwriting or purchase agreement relating to an underwritten Rule 144A
offering or registered public offering of securities (a "Lock Up Period"), the
Company shall notify the Demand Party of the basis therefore and shall not be
required to notify the Holders of such demand or file such Registration
Statement prior to the end of the Black Out Period or Lock Up Period, as the
case may be, in which event, the Company will use its reasonable best efforts to
cause such Registration Statement to become effective no later than the later of
(A) 150 days after the original demand and (B) 90 days after the end of the
Black Out Period or Lock Up Period, as the case may be; and provided, further,
that the Company may postpone the filing of any Registration Statement (and, in
the case of a Pending Event Suspension Period only, suspend the effectiveness of
any registration, suspend the use of any Prospectus and shall not be required to
amend or supplement the Registration Statement, any related Prospectus or any
document incorporated therein by reference (other than an effective Registration
Statement being used in an underwritten offering)) (A) for a period not to
exceed an aggregate of 90 days (a "Pending Event Suspension Period") in the
event that (1) an event or circumstance occurs and is continuing that has not
been publicly disclosed and, if not disclosed in the Registration Statement, any
related Prospectus or any document incorporated therein by reference as then
amended or supplemented would, in the Company's good faith reasonable judgment,
result in the Registration Statement, any related Prospectus or any such
document containing an untrue statement of a material fact or omitting to state
a material fact required to be stated therein, or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and (2) in the good faith judgment of the Board of
Directors of the Company (the "Board"), after consultation with its outside
securities counsel, the Company has a bona fide business purpose for not then
disclosing the existence of such event or circumstance or (B) in the event that
the Company, for its own account or the account of others, has pending or is
currently engaged in the process of and proposes to register shares of Common
Stock for sale in an underwritten public offering on Form S-1, S-2 or S-3, their
successor forms or any other form under the Securities Act appropriate for a
public offering of such securities (other than a registration on Form S-8), for
a period not to exceed 60 days after the consummation of such public offering (a
"Pending Registration Suspension Period" and, together with a Pending Event
Suspension Period, a "Black Out Period"); provided, further, that the
Effectiveness Period shall be extended by the number of days in any Black Out
Period occurring during the Effectiveness Period.
In the event of the occurrence of any Black Out Period or Lock
Up Period, the Company will promptly notify the Holders of Registrable
Securities thereof in writing. If the Company shall postpone the filing of a
Registration Statement, the Holders of Registrable Securities requesting
registration thereof shall have the right to withdraw the request for
registration by giving written notice to the Company within 30 days after
receipt of notice of postponement from the Company and, in the event of such
withdrawal, such request shall not be counted for purposes of the requests
permitted to be made under this Section 2(a). The Company shall not be permitted
to assert more than one Black Out Period in any consecutive 180-day period.
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(ii) Effective Registration. The Company is only required to
effect two registrations as Demand Registrations under this Agreement (whether
or not all of the Holders of Registrable Securities elect to participate in such
Demand Registration on the basis set forth herein). A registration will not be
deemed to have been effected as a Demand Registration, and thereby satisfy the
obligation of the Company hereunder, unless it has been declared effective by
the SEC and the Company has complied in all material respects with its
obligations under this Agreement with respect thereto; provided, that if, after
it has become effective, (x) the offering of Registrable Securities pursuant to
such registration is or becomes the subject of any stop order, injunction or
other order or requirement of the SEC or any other governmental or
administrative agency, or if any court prevents or otherwise limits the sale of
Registrable Securities pursuant to the registration (for any reason other than
the act or omissions of the Holders) for the period of time contemplated hereby,
or (y) (A) a Pending Event Suspension Period occurs, (B) the market price of the
Common Stock on the day prior to the occurrence of the Pending Event Suspension
Period is greater than the market price of the Common Stock on the day that the
Pending Event Suspension Period has terminated, and (C) the Holders do not sell
all the Registrable Securities included in such registration, such registration
will be deemed not to have been effected as a Demand Registration for purposes
of satisfying the obligation of the Company hereunder. If (x) a registration
requested pursuant to this Section 2(a) is deemed not to have been effected or
(y) the registration requested pursuant to this Section 2(a) does not remain
effective for the Effectiveness Period, then such requested registration shall
not count as a Demand Registration and the Company shall continue to be
obligated to effect the number of Demand Registrations required to be effected
immediately prior to the time such request had been made pursuant to this
Section 2(a). The Holders of Registrable Securities shall be permitted to
withdraw all or any part of the Registrable Securities from a Demand
Registration at any time prior to the effective date of such Demand
Registration. If a Registration Statement is filed pursuant to a Demand
Registration, and subsequently a sufficient number of the Registrable Securities
are withdrawn from the Demand Registration so that such Registration Statement
does not cover that number of Registrable Securities at least equal to 25% of
the Registrable Securities(or such lesser number as permitted by Section 2(a)
(i)), the Holders who have not withdrawn their Registrable Securities shall have
the opportunity to include an additional number of Registrable Securities in the
Demand Registration so that such Registration Statement covers that number of
Registrable Securities at least equal to 25% of the Registrable Securities (or
such lesser number as permitted by Section 2(a) (i)). If an additional number of
Registrable Securities is not so included, the Company may withdraw the
Registration Statement (but, if such Registration Statement is not withdrawn,
such Registration Statement will count as a Demand Registration effected
pursuant to this Section 2(a)). Any such withdrawn Registration Statement will
not count as a Demand Registration and the Company shall continue to be
obligated to effect the number of Demand Registrations required to be effected
immediately prior to the time the request with respect to such withdrawn
Registration Statement was made pursuant to this Section 2(a).
(iii) Priority in Demand Registrations Pursuant to Section
2(a). If a Demand Registration pursuant to this Section 2(a) involves an
underwritten offering and the lead managing underwriter advises the Company in
writing that, in its view, the total number of
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Registrable Securities requested by the Holders to be included in such
registration, together with any other securities permitted to be included in
such registration, is such as to adversely affect the success of such offering,
including the price at which such securities can be sold, as contemplated by the
Holders: first, the securities permitted to be included in such registration,
other than the Registrable Securities of the Holders included in such
registration shall be reduced in their entirety before any reduction of
Registrable Securities; and second, to the extent the reduction set forth in the
immediately preceding clause is insufficient to reduce the number of securities
requested for inclusion in such registration to a number, which, in the view of
such lead managing underwriter, can be sold without adversely affecting the
success of the offering, including the price at which such securities can be
sold, as contemplated by the Holders, the number of such Registrable Securities
to be included in such registration shall be allocated at the option of the
Demand Party, pro rata among all requesting Holders on the basis of the relative
number of Registrable Securities then held by each such Holder (provided that
any Registrable Securities thereby allocated to any such Holder that exceed such
Holder's request shall be reallocated among the remaining requesting Holders in
like manner), or as otherwise specified by the Demand Party. In the event that
the number of Registrable Securities requested to be included in such
registration is less than the number which, in the view of the lead managing
underwriter as advised to the Company in writing, can be sold without adversely
affecting the success of such offering, including the price at which such
securities can be sold, as contemplated by the Holders, the Company may (but
shall not be required to) include in such registration securities that the
Company or any other Person proposes to sell up to the number of securities
that, in the view of the lead managing underwriter as advised to the Company in
writing, can be sold without adversely affecting the success of such offering,
including the price at which such securities can be sold, as contemplated by the
Holders.
Nothing in this Section 2(a) shall operate to limit the right
of any Holder to request the registration of Purchased Shares or, to the extent
permissible hereunder, any other securities convertible into or exchangeable or
exercisable for the Registrable Securities, held by such Holder notwithstanding
the fact that at the time of request such Holder does not hold the Common Stock
or such other Registrable Securities.
(iv) Selection of Underwriter. If the Holders so elect, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The investment banker or
investment bankers and manager or managers that will administer such
underwritten offering will be selected by the mutual agreement of the Company
and the Holders of a majority in number of the Registrable Securities included
in such offering (provided that such agreement shall not be unreasonably
withheld by the Company or such Holders).
(v) Registration Statement Form. The Company shall select the
Registration Statement form for any registration pursuant to this Section 2(a);
provided, that if any registration requested pursuant to this Section 2(a) which
is proposed by the Company to be effected by the filing of a registration
statement on Form S-3 (or any successor or similar short-form registration
statement) shall be in connection with an underwritten public offering, and if
the managing
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underwriter shall advise the Company in writing that, in its opinion, the use of
another form of registration statement is of material importance to the success
of such proposed offering, then such registration shall be effected on such
other form.
(b) Piggy-Back Registration.
(i) Notice of Registration. If at any time after the date
hereof, the Company proposes to file a Registration Statement on Form S-1, S-2
or S-3, their successor forms or any other form under the Act appropriate for a
primary public offering (other than any Registration Statement on Form S-8, or
on Form S-4 if filed with respect to a Rule 145 transaction or other similar
transaction) with respect to any common stock of the Company for its own account
or for the account of any of its respective securityholders (a "Proposed
Registration"), then the Company shall give prompt written notice of such
Proposed Registration to the Holders of Registrable Securities (a "Company
Notice"), and such Company Notice shall offer such Holders the opportunity to
register such number of Registrable Securities as each such Holder may request
by written notice delivered to the Company within 15 days of receipt of the
Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by
a Holder shall specify the Registrable Securities intended to be disposed of by
such Holder. The Company shall use its reasonable best efforts to cause the
managing underwriter or underwriters of such Proposed Registration to permit the
Registrable Securities requested to be included in a Piggy-Back Registration to
be included on the same terms and conditions as any similar securities of the
Company or any other securityholder included therein and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended
method of distribution of such similar securities; provided, however, in no
event shall the Company be required to reduce the number of securities proposed
to be sold by the Company or alter the terms of the securities proposed to be
sold by the Company in order to induce the managing underwriter or underwriters
to permit Registrable Securities to be included. The Company may withdraw a
Proposed Registration at any time prior to the time it becomes effective;
provided, that the Company shall give prompt written notice thereof to
participating Holders.
No registration effected under this Section 2(b) shall relieve
the Company of its obligation to effect a registration upon the request of
Holders pursuant to Section 2(a).
Nothing in this Section 2(b) shall operate to limit the right
of any Holder to request the registration of Purchased Shares or, to the extent
permissible hereunder, any other securities convertible into or exchangeable or
exercisable for the Registrable Securities, held by such Holder notwithstanding
the fact that at the time of request such Holder does not hold the Common Stock
or such other Registrable Securities.
(ii) Reduction of Offering. If the lead managing underwriter
of any Proposed Registration has informed, in writing, the Company and the
Holders of the Registrable Securities requesting inclusion in such offering that
it is its view that the total number of securities which the Company, the
Holders and any other Persons exercising "piggy-back" rights entitling them to
participate in such registration intend to include in such offering is such as
to adversely affect the
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success of such offering, including the price at which such securities can be
sold, then the number of Registrable Securities to be offered for the account of
such Holders and the number of such securities to be offered for the account of
all such other Persons (other than the Company) participating in such
registration shall be reduced or limited pro rata in proportion to the
respective number of securities requested to be registered to the extent
necessary to reduce the total number of securities requested to be included in
such offering to the number of securities, if any, recommended by such lead
managing underwriter, unless such offering is being made pursuant to exercise of
a demand registration right granted by the Company to another Person, in which
case the number of securities to be offered for the account of all other Persons
not exercising demand registration rights (including the Holders) shall be
eliminated or reduced pro rata in proportion to the respective number of
securities requested to be registered by such other Persons to reduce the total
number of securities requested to be included in such offering to the number of
securities, if any, recommended by such lead managing underwriter before any
reduction is made in securities requested to be registered by Persons exercising
a demand registration right.
(iii) Withdrawal Election. Any Holder may elect to withdraw
its request to include Registrable Securities in any Proposed Registration by
giving written notice to the Company of its request to withdraw prior to the
effectiveness of the Registration Statement (a "Withdrawal Election"); provided,
that a Withdrawal Election shall be irrevocable and, after making a Withdrawal
Election, a Holder shall no longer have any right to include Registrable
Securities in the registration as to which such Withdrawal Election was made.
(c) Lock Up of Holders. If the Company has complied in all
material respects with its obligations with respect to a Demand Registration or
a Piggy-Back Registration that is a firm commitment underwritten public
offering, all Holders of Registrable Securities, upon written request of the
lead managing underwriter with respect to such underwritten public offering,
agree not to sell or otherwise dispose of any Registrable Securities owned by
them (other than as part of such underwritten public offering) for a period not
to exceed 90 days from the consummation of such underwritten public offering
(or, if shorter, the lesser of (i) such period as the managing underwriters may
permit or (ii) such period as is applicable to other holders of capital stock of
the Company agreeing to any lock-up period) and the Company hereby also so
agrees.
SECTION 3. REGISTRATION PROCEDURES
(a) General Provisions.
In connection with the obligations of the Company with respect
to any Registration Statement to be filed pursuant to Sections 2(a) or 2(b)
hereof, the Company shall:
(i) A reasonable period of time prior to the effectiveness of
a Registration Statement or Prospectus and a reasonable period of time prior to
the filing of any amendment or supplement thereto, furnish to the Holders of the
Registrable Securities included in such
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Registration Statement, and the managing underwriters, if any, copies of all
such documents substantially in the form filed or proposed to be filed, which
documents will be subject to the review of such Holders, and such underwriters,
if any, and use reasonable best efforts to cause the officers and directors of
the Company, counsel to the Company and independent certified public accountants
to the Company to respond to such reasonable inquiries as shall be necessary, in
the opinion of respective counsel to such Holders and such underwriters, to
conduct a reasonable investigation within the meaning of the Act. The Company
shall not cause to become effective any such Registration Statement or related
Prospectus or any amendments or supplements thereto to which the underwriters,
if any, or the Holders of a majority of the Registrable Securities included in
such Registration Statement shall reasonably object on a timely basis;
(ii) Other than during a Black Out Period arising out of an
event described in clause (A) of the definition of "Black Out Period", prepare
and file with the SEC such amendments, including post-effective amendments, to
each Registration Statement as may be necessary to keep such Registration
Statement continuously effective for the applicable time period required
hereunder; cause the related Prospectus to be amended or supplemented by any
required Prospectus supplement, and as so amended or supplemented to be filed
pursuant to Rule 424 under the Act; and comply with the provisions of the Act
and the Exchange Act with respect to the disposition of all securities covered
by such Registration Statement during such period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
Registration Statement as so amended or in such Prospectus as so amended or
supplemented;
(iii) Notify the holders of Registrable Securities to be sold
and the managing underwriters, if any, promptly, and (if requested by any such
person), confirm such notice in writing, (1)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and (B) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (2) of any comments from the SEC or of any request by
the SEC or any other Federal or state governmental authority for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information, (3) of the issuance by the SEC, any state securities commission,
any other governmental agency or any court of any stop order, order or
injunction suspending or enjoining the use of a Prospectus or the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, (4) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any United States jurisdiction, or the
initiation or threatening of any proceeding for such purpose, and (5) of the
happening of any event or information becoming known that makes any statement
made in a Registration Statement or related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus so that, in the case of a Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of a Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
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(iv) Use its reasonable best efforts to avoid the issuance of
or, if issued, obtain the withdrawal of any order enjoining or suspending the
use of a Prospectus or the effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction described in
Section 3(a)(viii), at the earliest practicable moment;
(v) If requested by the selling Holders or the managing
underwriters, if any, other than during a Black Out Period arising out of an
event described in clause (A) of the definition of "Black Out Period," (x)
promptly incorporate in a Prospectus supplement or post-effective amendment such
information as the selling Holders or the managing underwriters, if any,
reasonably believe is required to be included therein, and (y) make all required
filings of such Prospectus supplement or such post-effective amendment under the
Act as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment;
(vi) Furnish to each Holder of Registrable Securities to be
sold pursuant to a Registration Statement and each managing underwriter, if any,
without charge, at least one conformed copy of such Registration Statement and
each amendment thereto, including financial statements and schedules and
exhibits thereto and, to the extent requested by such Holder or managing
underwriter, all documents incorporated or deemed to be incorporated therein by
reference (including those previously furnished or incorporated by reference) as
soon as practicable after the filing of such documents with the SEC;
(vii) Deliver to each Holder of Registrable Securities to be
sold pursuant to a Registration Statement, and the underwriters, if any, without
charge, as many copies of the Prospectus (including each form of prospectus) and
each amendment or supplement thereto as such persons reasonably request; and the
Company hereby consents, other than during a Black Out Period arising out of an
event described in clause (A) of the definition of "Black Out Period", to the
use of such Prospectus and each amendment or supplement thereto by each of the
selling Holders of Registrable Securities and the underwriters, if any, in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto;
(viii) Prior to any public offering of Registrable Securities,
use its reasonable best efforts to register or qualify or cooperate with the
Holders of Registrable Securities to be sold, the underwriters, if any, and
their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
United States jurisdictions as any such Holder or underwriter reasonably
requests in writing; keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective hereunder and do any and all other acts or things necessary
or
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advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided, however,
that the Company shall not be required to (x) qualify generally to do business
in any jurisdiction where it is not then so qualified or (y) take any action
which would subject it to general service of process or to taxation in any
jurisdiction where it is not so subject;
(ix) In connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable
Securities, cooperate with the Holders thereof and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not
bear any restrictive legends and to enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters, if
any, or such Holders may request at least two Business Days prior to any sale of
Registrable Securities;
(x) Other than during a Black Out Period arising out of an
event described in clause (A) of the definition of "Black Out Period," upon the
occurrence of any event contemplated by Section 3(a)(iii)(5), as promptly as
practicable, prepare a supplement or amendment, including, if appropriate, a
post-effective amendment, to each Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(xi) Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings, including customary indemnity provisions) and take all such other
reasonable actions in connection therewith (including those reasonably requested
by the managing underwriters, if any) in order to expedite or facilitate the
disposition of such Registrable Securities, and, if the registration is an
underwritten registration or if otherwise requested by the selling Holders, (1)
make such representations and warranties to the underwriters, if any, and
selling Holders with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (2) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters if any, addressed to each of the underwriters, if any, and
selling Holders), covering the matters customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested
by such underwriters or selling Holders; (3) use its reasonable best efforts to
obtain customary "cold comfort" letters and updates thereof from the independent
certified public accountants of the Company addressed (where reasonably
possible) to each of the underwriters, if any, and selling Holders, such letters
to be in customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with underwritten offerings; and (4)
deliver such documents and certificates as may
<PAGE>
be reasonably requested by the managing underwriters, if any, to evidence the
continued validity of the representations and warranties made pursuant to clause
(1) above and to evidence compliance with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company;
(xii) Subject to reasonable confidentiality restrictions, make
available for inspection by a representative of any underwriter participating in
any such disposition of Registrable Securities, and any attorney, consultant,
accountant or other agent retained by such selling Holders or underwriter, at
the offices where normally kept, during reasonable business hours, all pertinent
financial and other records, corporate documents and properties of the Company
and its subsidiaries (including with respect to businesses and assets acquired
or to be acquired to the extent that such information is available to the
Company), and cause the officers, directors, agents and employees of the Company
and its subsidiaries to supply all information in each case reasonably requested
by any such representative, underwriter, attorney, consultant, accountant or
other agent in connection with such Registration Statement;
(xiii) Comply with all applicable rules and regulations of the
SEC and make generally available to their securityholders earnings statements
satisfying the provisions of Section 11(a) of the Act and Rule 158 under the
Act, no later than 45 days after the end of any 12-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year) (x)
commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm commitment or reasonable efforts underwritten
offering and (y) if not sold to underwriters in such an offering, commencing on
the first day of the first fiscal quarter after the effective date of a
Registration Statement, which statement shall cover said period, consistent with
the requirements of Rule 158 under the Act;
(xiv) Cause all Registrable Securities covered by the
Registration Statement to be either listed on each securities exchange on which
similar securities issued by the Company are then listed or quoted on the Nasdaq
National Market System if similar securities issued by the Company are then
quoted thereon (notwithstanding that at the time of such request, the Holders
hold only securities convertible into or exercisable or exchangeable for
securities which are then listed or quoted); and
(xv) Cooperate with each seller of Registrable Securities
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the
NASD.
(b) Information to be Furnished by Holders.
The Company may require a Holder of Registrable Securities to
be included in a Registration Statement to furnish to the Company such
information regarding (w) the intended method of distribution of such
Registrable Securities, (x) such Holder, (y) the Registrable Securities held by
such Holder and (z) such other matters as are required by law to be disclosed
<PAGE>
in such Registration Statement with respect to a selling Holder, and the Company
may exclude from such Registration Statement the Registrable Securities of any
Holder who fails to furnish such information within a reasonable time after
receiving such request. The Company shall not be required to provide
indemnification to any underwriter or any other person relating to information
referred to in clauses (w), (x), (y) and (z) provided to the Company in writing
specifically for inclusion in such Registration Statement.
(c) Restriction on Holders.
Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3(a)(iii)(2)-(5)
hereof, such Holder and any underwriter acting on behalf of such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(a)(x)
hereof, or until it is advised in writing (the "Advice") by the Company that the
use of the applicable Prospectus may be resumed. If the Company shall give any
such notice, the Effectiveness Period shall be extended by the number of days
during such period from and including the date of the giving of such notice to
and including the date when each Holder of Registrable Securities covered by
such Registration Statement shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 3(a)(x) hereof or (y)
the Advice.
SECTION 4. REGISTRATION EXPENSES
(a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all SEC and securities exchange or NASD registration and filing
fees and expenses (including, if applicable, the fees and expenses of any
"qualified independent underwriter," as such term is defined in Schedule E to
the bylaws of the NASD, and of its counsel); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws
(including fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications); (iii) all expenses of printing (including
printing certificates for the Purchased Shares and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and, in accordance with Section 4(b) below, the
Holders of Registrable Securities; (v) all application and filing fees in
connection with listing the Purchased Shares on a national exchange or automated
quotation system; (vi) all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any special audit
and comfort letters required by or incident to such performance); (vii) any fees
and disbursements of underwriters customarily paid by the issuers or sellers of
securities, including liability insurance if the Company so desires or if the
underwriters so require, and (viii) expenses incurred in connection with any
road show (excluding the out-of-pocket expenses of the Investors in connection
with any such road show).
<PAGE>
The Company will, in addition, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.
Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Registrable Securities pursuant to a Registration Statement.
(b) In connection with any Registration Statement required by
this Agreement, the Company will reimburse the Holders of Registrable Securities
being registered pursuant to a Demand Registration or Piggy-Back Registration,
as applicable, for the reasonable fees and disbursements of not more than one
counsel chosen by the Holders of a majority of the Registrable Securities for
whose benefit such Registration Statement is being prepared.
SECTION 5. INDEMNIFICATION
(a) The Company agrees to indemnify and hold harmless each
selling Holder, each person, if any, who controls or is controlled by a selling
Holder within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and the respective affiliates, officers, directors, partners,
members, employees, stockholders, representatives and agents of any selling
Holder or any controlling or controlled person and each Person who participates
as an underwriter in the offering or sale of such securities and each other
Person, if any, who controls such seller or any such underwriter within the
meaning of the Act to the fullest extent lawful, from and against any and all
losses, liabilities, claims, damages and expenses whatsoever (including but not
limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any investigation, litigation or
other action, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation) (collectively "Losses"),
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or otherwise, insofar as such Losses arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any Prospectus, or in any supplement
thereto or amendment thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus, in
the light of the circumstances under which they were made) not misleading;
provided, however, that the Company will not be liable in any such case to the
extent, but only to the extent, that (i) any such Losses arise out of, relate to
or are based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of such party
expressly for use therein and (ii) the foregoing indemnity with respect to any
untrue statement contained in or omitted from a Registration Statement or the
Prospectus shall not inure to the benefit of any party (or any person
controlling such party) who is obligated to deliver a prospectus in transactions
in a security as to which a Registration Statement has been filed pursuant to
the Act and from whom the person asserting any such Losses purchased any of
<PAGE>
the Registrable Securities to the extent that such party sold Registrable
Securities to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Registration Statement or the
Prospectus, as amended or supplemented, and (x) the Company shall have
previously and timely furnished sufficient copies of the Registration Statement
or Prospectus, as so amended or supplemented, to such party in accordance with
this Agreement and (y) the Registration Statement or Prospectus, as so amended
or supplemented, would have corrected such untrue statement or omission of a
material fact. This indemnity agreement will be in addition to any liability
which the Company may otherwise have, including, under this Agreement. This
indemnity shall survive the transfer of securities by any seller.
(b) Each selling Holder of Registrable Securities that are
included in the securities as to which any registration under Section 2(a) or
2(b) is being effected, severally and not jointly, shall indemnify and hold
harmless the Company, its directors, officers and "control persons", the other
selling Holders and each person, if any, who controls or is controlled by any
such party within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act and each Person who participates as an underwriter in the offering
or sale of such securities and each other Person, if any, who controls any such
underwriter within the meaning of the Act, against any Losses, joint or several,
to which they or any of them may become subject under the Act, the Exchange Act
or otherwise, insofar as such Losses arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, in the
light of the circumstances under which they were made) not misleading, in each
case to the extent, but only to the extent, that any such Losses arise out of or
are based upon any untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder expressly
for use therein. In no event, however, shall the liability of any selling Holder
hereunder be greater than the dollar amount of the proceeds received by such
Holder upon its sale of the Registrable Securities giving rise to such
indemnification obligation. This indemnity shall survive the transfer of
securities by any seller.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 5, except to the extent that it
has been prejudiced in any material respect by such failure, or from any
liability which it may otherwise have). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
<PAGE>
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying parties
in connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to take charge of the defense of such action
within a reasonable time after notice of commencement of the action, or (iii)
such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to
those available to one or all of the indemnifying parties (in which case the
indemnifying party or parties shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses of counsel shall be borne by the indemnifying
parties; provided, however, that the indemnifying party under subsection (a) or
(b) above, shall only be liable for the legal expenses of one counsel (in
addition to any local counsel) for all indemnified parties in each jurisdiction
in which any claim or action is brought. Anything in this subsection to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its prior written consent,
provided, however, that such consent was not unreasonably withheld. No
indemnifying party will settle any action or proceeding or consent to the entry
of any judgment without the prior written consent of the indemnified party
(provided, however, that such consent shall not be unreasonably withheld),
unless such settlement or judgment (i) includes a release of such indemnified
party from all liability in respect of such action or proceeding and (ii) does
not involve the imposition of additional equitable remedies on such indemnified
party that would adversely affect such indemnified party.
(d) In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 5 is for any reason held
to be unavailable or is insufficient to hold harmless a party indemnified
thereunder, the Company and each selling Holder shall contribute to the
aggregate Losses of the nature contemplated by such indemnification provision in
such proportion as is appropriate to reflect the relative benefits received by
the Company from the issuance of the Stock Purchase Rights, IPO Valuation
Warrants and Subsidiary Warrants pursuant to which the Registrable Securities
sold in such offering by the selling Holders were issued, on the one hand, and
by each such Holder from its sale of Registrable Securities, on the other hand,
or, if such allocation is not permitted by applicable law or indemnification is
not available as a result of the indemnifying party not having received notice
as provided in this Section 5, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of
the Company and the Holders in connection with the statements or omissions which
resulted in such Losses, as well as any other relevant equitable considerations.
The relative benefits received by the Company and any Holder shall be deemed to
be in the same proportion as (x) the total proceeds received by the Company from
the issuance of the Stock Purchase Rights, IPO Valuation Warrants and Subsidiary
Warrants pursuant to which the Registrable Securities sold in such offering by
such Holder were issued and (y) the total proceeds received by such Holder upon
its sale of the Registrable Securities less the amount paid by the Investors for
the Stock Purchase Rights, IPO Valuation Warrants and Subsidiary Warrants
pursuant to which the Registrable Securities sold in such offering by such
Holder were issued. The relative fault of the Company and of the Holders
<PAGE>
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Holders and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to above. Notwithstanding the provisions of this Section
5, (i) no Holder shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the total received by such Holder with respect
to the sale of its Registrable Securities exceeds the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 5, (A) each
person, if any, who controls a Holder within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act and (B) the respective officers,
directors, partners, members, employees, stockholders, representatives and
agents of a Holder or any controlling person shall have the same rights to
contribution as such Holder, and each person, if any, who controls or is
controlled by the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act and each officer and director of the Company shall
have the same rights to contribution as the Company, subject in each case to
clauses (i) and (ii) of this Section 5(d). Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 5, notify such party
or parties from whom contribution may be sought, but the failure to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 5 or otherwise, except to the extent it has been prejudiced in any
material respect by such failure. No party shall be liable for contribution with
respect to any action or claim settled without its prior written consent;
provided, however, that such written consent was not unreasonably withheld.
(e) Indemnification similar to that specified in this Section
5 (with appropriate modifications) shall be given by the Company and each seller
of Registrable Securities with respect to any required registration or other
qualification of securities under any law or with any governmental authority
other than as required by the Act.
SECTION 6. REQUIRED REPORTS
The Company covenants that it will use its reasonable best
efforts to file the reports required to be filed by it under the Act and the
Exchange Act (or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available such information), and
make publicly available such other required information, and that it will take
such further action as any Holder may reasonably request, all to the extent
required from time to time to enable the Holders to sell Registrable Securities
without registration under the Securities
<PAGE>
Act within the limitation of the exemptions provided by (a) Rule 144 under the
Securities Act, (b) Rule 144A under the Securities Act (to the extent the
Registrable Securities are otherwise eligible for sale under Rule 144A), and (c)
any similar rule or regulation hereafter adopted by the SEC. Upon the request of
any Holder, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.
The Company shall use commercially reasonable efforts to at
all times make publicly available all information required for the Holders of
the Registrable Securities to make use of Rule 144A with respect to transfers of
such Registrable Securities (to the extent the Registrable Securities are
otherwise eligible for sale under Rule 144A).
SECTION 7. MISCELLANEOUS
(a) Remedies. Each Holder, in addition to being entitled to
exercise all rights provided herein, will be entitled to specific performance of
its rights under this Agreement. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.
(b) No Inconsistent Agreements. The Company will not on or
after the date of this Agreement enter into any agreement with respect to its
securities that conflicts with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.
(c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
Registrable Securities, and the consent of the Holders of a majority of the
outstanding Registrable Securities shall be binding on every Holder of
Registrable Securities.
(d) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records
of the Company; and
<PAGE>
(ii) if to the Company:
Riverstone Networks, Inc.
Telephone:
Fax:
Attn:
with copies to:
Ropes & Gray
One International Place
Boston, MA 02110
Telephone: (617) 951-7000
Fax: (617) 951-7050
Attn: John B. Ayer, Esq.
All such notices and communications shall be deemed to have
been duly given at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.
(e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Registrable Securities; provided that the
right to request registration pursuant to Section 2(a) shall not inure to the
benefit of any person other than the Investors and any transferee of the
Investors (or any subsequent transferee) to whom such right is specifically
transferred.
(f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUSIVE OF ITS
CONFLICT-OF-LAW PRINCIPLES.
(i) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
<PAGE>
(j) Entire Agreement. This Agreement and the other Transaction
Documents are intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein with
respect to the registration rights granted by the Company with respect to the
Registrable Securities, and this Agreement and the other Transaction Documents
supersede all prior agreements and understandings between the parties with
respect to such subject matter, including without limitation that certain letter
agreement between the Company and Silver Lake dated May 1, 2000.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
[Riverstone Registration Rights Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
RIVERSTONE NETWORKS, INC.
By: /s/ David Kirkpatrick
------------------------
Name: David Kirkpatrick
Title: Treasurer
<PAGE>
[Riverstone Registration Rights Agreement]
The Company: CABLETRON SYSTEMS, INC.
By: /s/ Piyush Patel
------------------------
Name: Piyush Patel
Title: Chief Executive Officer
<PAGE>
[Riverstone Registration Rights Agreement]
The Investors: SILVER LAKE PARTNERS, L.P.
By: Silver Lake Technology
Associates, L.L.C., its general
partner
By: /s/ James A. Davidson
------------------------
Name: James A. Davidson
Title: Managing Member
<PAGE>
[Riverstone Registration Rights Agreement]
MORGAN STANLEY DEAN WITTER EQUITY
FUNDING, INC.
By: /s/ Thomas A. Clayton
------------------------
Name: Thomas A. Clayton
Title: Vice President
<PAGE>
[Riverstone Registration Rights Agreement]
SILVER LAKE INVESTORS, L.P.
By: Silver Lake Technology
Associates, L.L.C., its general
partner
By: /s/ James A. Davidson
------------------------
Name: James A. Davidson
Title: Managing Member
<PAGE>
[Riverstone Registration Rights Agreement]
SILVER LAKE TECHNOLOGY INVESTORS,
L.L.C.
By: Silver Lake Technology
Associates, L.L.C., its
managing member
By: /s/ James A. Davidson
-----------------------
Name: James A. Davidson
Title: Managing Member
<PAGE>
[Riverstone Registration Rights Agreement]
INTEGRAL CAPITAL PARTNERS V, L.P.
By: Integral Capital Management V,
LLC, its general partner
By: /s/ Pamela K. Hagenah
------------------------
Name: Pamela K. Hagenah
Title: Manager
<PAGE>
[Riverstone Registration Rights Agreement]
INTEGRAL CAPITAL PARTNERS V-MS
SIDE FUND, L.P.
By: ICP Management V, LLC, its
general partner
By: /s/ Pamela K. Hagenah
------------------------
Name: Pamela K. Hagenah
Title: Manager
<PAGE>
Schedule I
Investors
Silver Lake Partners, L.P.
Morgan Stanley Dean Witter Equity Funding, Inc.
Silver Lake Investors, L.P.
Silver Lake Technology Investors, L.L.C.
Integral Capital Partners V, L.P.
Integral Capital Partners V-MS Side Fund, L.P.
