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INDUS RIVER NETWORKS, INC. PROXY
FOR SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of INDUS RIVER NETWORKS, INC., a Delaware
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Proxy Statement/Prospectus, each dated as of December 8, 2000,
for the Special Meeting of Stockholders to be held on January 10, 2001, at 10:00
a.m., local time, at the offices of McDermott, Will & Emery LLP, 28 State
Street, Boston, Massachusetts, 02109, and at any and all adjournment(s) thereof,
and to vote all shares of stock which the undersigned would be entitled to vote,
if then and there personally present, on the matters set forth on the reverse
side.
The attorney-in-fact shall be present and shall act at said meeting or any
and all adjournment(s) thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF AUGUST 18, 2000, AS AMENDED, BY AND AMONG CABLETRON SYSTEMS, INC., ACTON
ACQUISITION CO., A WHOLLY OWNED SUBSIDIARY OF CABLETRON SYSTEMS, INC., AND INDUS
RIVER NETWORKS, INC. AND, AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE
FOLLOWING PROPOSALS:
1. Proposal to approve the Agreement and Plan of Merger, dated as of
August 18, 2000, as amended, by and among CABLETRON SYSTEMS, INC.,
ACTON ACQUISITION CO., a wholly owned subsidiary of CABLETRON SYSTEMS,
INC., AND INDUS RIVER NETWORKS, INC.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
2. To adopt and approve, in their discretion, such other matter or matters
which may properly come before the Special Meeting or any and all or
adjournment(s) thereof.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Mark here for address change and note at left [ ]
Mark here if you plan to attend the meeting [ ]
This Proxy should be marked, dated and signed by the stockholder(s) exactly
as his, her or its name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If a
corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an authorized person. If shares
are held by joint tenants or as community property, both should sign.
DATED:____________________________, 200__
_________________________________________
Signature of Stockholder(s)
