Riverbed Technology (RVBD)

2.22 Vote Required.

(a) Merger Vote. The affirmative vote of: (i) the holders of a majority of the shares of Company Capital Stock (voting together as a single class on an as-converted basis); and (ii) the holders of a majority of the shares of Company Preferred Stock (voting as a separate class), are the only votes of the holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the other transactions contemplated by this Agreement (other than the Certificate Amendment) (the votes referred to in clauses “(i)” and “(ii)” of this sentence being referred to collectively as the “Required Merger Stockholder Votes”).

(b) Certificate Amendment Vote. The affirmative vote of: (i) the holders of a majority of the shares of Series A Preferred Stock (voting together as a separate class on an as-converted basis); (ii) the holders of 66 2/3% of the shares of Series B Preferred Stock (together voting as a separate class on an as-converted basis); (iii) the holders of 66 2/3% of the shares of Series C Preferred Stock (voting as a separate class on an as-converted basis); (iv) the holders of 66 2/3% of the shares of Series D Preferred Stock (voting as a separate class on an as-converted basis); and (v) the holders of a majority of the shares of Company Capital Stock, are the only votes of the holders of any class or series of Company Capital Stock necessary to approve the Certificate Amendment (the votes referred to in clauses “(i),” “(ii),” “(iii),” “(iv)” and “(v)” of this sentence being referred to collectively as the “Required Amendment Stockholder Votes”).

2.23 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, except as set forth in Part 2.23 of the Disclosure Schedule. Except as set forth in Part 2.23 of the Disclosure Schedule, no Person is or may become entitled to receive any fee or other amount from the Company for professional services performed or to be performed in connection with the Merger or any of the other transactions contemplated by this Agreement.