Riverbed Technology (RVBD)

6.3 Governmental and Other Consents.

(a) Governmental Consents. All filings with and other Consents of any Governmental Body required to be made or obtained in connection with the Merger and the other transactions contemplated by this Agreement shall have been made or obtained and shall be in full force and effect and any waiting period under any applicable antitrust or competition law, regulation or other Legal Requirement shall have expired or been terminated.

(b) Other Consents. All material Consents of third parties (other than Governmental Bodies) required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect.

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6.4 No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to have or result in a Material Adverse Effect, in each case that has not been cured.

6.5 Stockholder Approval. The Certificate Amendment shall have been duly approved by the Required Amendment Stockholder Votes. The adoption of this Agreement shall have been duly approved by the Required Merger Stockholder Votes. The number of shares of Company Capital Stock that constitute (or that are or may be eligible to become) Dissenting Shares shall not be more than 5% of the Company Capital Stock outstanding immediately prior to the Closing.

6.6 Certificate Amendment. The Company shall have provided Parent with evidence satisfactory to Parent that the Company has filed the Certificate Amendment with the Secretary of State of the State of Delaware and that such Certificate Amendment is in full force and effect.

6.7 Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

(a) the Escrow Agreement, duly executed by the Stockholders’ Agent;

(b) Non-competition and Non-Solicitation Agreements, in the form previously delivered to Parent by each Person identified on Schedule 6.7(b), duly executed by each Person identified on Schedule 6.7(b);

(c) agreements, in form and substance reasonably satisfactory to Parent, terminating the agreements and benefit plan identified on Schedule 4.6;

(d) a certificate duly executed on behalf of the Company by the chief executive officer and chief financial officer of the Company and containing the representation and warranty of the Company that: (i) the conditions set forth in Sections 6.1, 6.2, 6.4, 6.5, 6.8, 6.10, 6.13 and 6.14, have been duly satisfied; and (ii) the Unaudited Interim Financial Statements (as defined below): (A) present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby; and (B) have been prepared in accordance with GAAP applied on a basis consistent with the financial statements of the Company as of, and for the period ended, December 31, 2007, except that the financial statements referred to in this clause “(d)” are subject to year-end audit adjustments (which adjustments will not be material) (the “Company Closing Certificate”);

(e) a certificate (the “Merger Consideration Certificate”), duly executed on behalf of the Company by the chief financial officer of the Company, containing the following information and the representation and warranty of the Company that all of such information is true and accurate as of the Closing:

(i) the aggregate amount of Company Transaction Expenses: (A) paid prior to the Closing; and (B) payable after the Closing (with respect to services performed or actions taken prior to the Closing);

(ii) the aggregate amount of unrestricted cash, accounts receivable (including accounts receivable recorded in connection with customer invoices generated upon shipment of product pursuant to valid enforceable Contracts with customers) and inventory and each category of

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liabilities (including current and long term liabilities) of the Company as the Closing (it being understood that: (A) with respect to accounts receivable, an allowance for doubtful accounts determined in accordance with GAAP applied on a basis consistent with past practices shall also be included; and (B) with respect to inventory, obsolete inventory (determined in accordance with GAAP applied on a basis consistent with past practices) shall not be included);

(iii) the name and address of record of each Person who is a stockholder of the Company immediately prior to the Effective Time and who is entitled to receive Merger Consideration pursuant to this Agreement;

(iv) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to the Effective Time;

(v) the consideration that each stockholder is entitled to receive pursuant to Section 1.5;

(vi) the cash amount to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder pursuant to Section 1.5(c); and

(vii) the cash amount to be contributed to the Stockholders’ Agent Escrow Fund with respect to the shares of Company Capital Stock held by each such stockholder pursuant to Section 1.5(c);

(f) documentation, reasonably satisfactory to Parent, in support of the calculation of the amounts set forth in the Merger Consideration Certificate;

(g) documentation, reasonably satisfactory to Parent, evidencing the assignment by Massimiliano Poletto to the Company of the domain name “MAZUNETWORKS.COM”;

(h) written resignations of all officers and directors of the Company, effective as of the Effective Time;

(i) the unaudited balance sheet of the Company as of September 30, 2008, and the related unaudited statement of income, statements of stockholders’ equity and statements of cash flows for the nine months ended September 30, 2008, together with the notes thereto, all prepared in accordance with GAAP applied on a basis consistent with the financial statements of the Company as of, and for the period ended, December 31, 2007, except that the financial statements referred to in this clause “(i)” are subject to year-end audit adjustments (which adjustments will not be material) (the “Unaudited Interim Financial Statements”);

(j) the Certificate of Merger, duly executed by the Company;

(k) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other amount by the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise;

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(l) a legal opinion executed by Gunderson Dettmer in the form previously agreed to by Parent and the Company; and

(m) the FIRPTA Statement executed by the Company.

6.8 FIRPTA Compliance. The Company shall have filed with the Internal Revenue Service the FIRPTA Notification.

6.9 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.

6.10 No Legal Proceedings. No Governmental Body and no other Person shall have commenced or threatened to commence any Legal Proceeding: (a) challenging the Merger or any of the other transactions contemplated by this Agreement or seeking the recovery of damages in connection with the Merger or any of the other transactions contemplated by this Agreement; (b) seeking to prohibit or limit the exercise by Parent of any material right pertaining to its ownership of stock of Merger Sub or the Company; (c) that may have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the other transactions contemplated by this Agreement; or (d) seeking to compel the Company, Parent or any affiliate of Parent to dispose of or hold separate any material assets as a result of the Merger or any of the other transactions contemplated by this Agreement.

6.11 No Options/Warrants. The Company shall have provided Parent with evidence reasonably satisfactory to Parent as to the exercise or termination of all options, warrants or other rights to purchase shares of Company Capital Stock.

6.12 Termination of Employee Plans. The Company shall have provided Parent with evidence reasonably satisfactory to Parent as to the termination of the benefit plans referred to in Section 4.5.

6.13 Employees. None of the individuals identified on Schedule 6.13 shall have ceased to be employed by the Company, or shall have expressed an intention to terminate his or her employment with the Company or to decline to accept employment with Parent.

6.14 Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may result, separately or in the aggregate, in a Section 280G Payment shall have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G of the Code, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G of the Code, or, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any such payments or benefits shall have duly executed and delivered to Parent the waiver referred to in Section 5.2(b).

6.15 Release of Lighthouse Liens. The Company shall have provided Parent with either: (a) evidence reasonably satisfactory to Parent of the release by Lighthouse Capital Partners V, L.P (and any affiliate thereof) of all Encumbrances on any of the assets of the Company; or (b) signed documentation (including appropriate UCC-3 termination statements) reasonably satisfactory to Parent pursuant to which Lighthouse Capital Partners V, L.P (and any affiliate thereof) will release all Encumbrances on any of the assets of the Company promptly after receipt of payment of the outstanding amounts due under its loan agreement with the Company.

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The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions: