ARROWPOINT COMMUNICATIONS INC S-1

ARROWPOINT COMMUNICATIONS, INC.

FORM OF UNDERWRITING AGREEMENT

FORM OF CERTIFICATE OF AMENDMENT

FORM OF AMENDED AND RESTATED CERTIFICATE OF INC.

AMENDED AND RESTATED BY-LAWS

1997 STOCK INCENTIVE PLAN

2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

STOCK RESTRICTION AGREEMENT - 4/15/1997

FORM OF NON-COMPETITION AND CONFIDENTIALITY

INVESTOR RIGHTS AGREEMENT

COMPREHENSIVE PROFESSIONAL SERVICES AGREEMENT

SOURCEPRO SOFTWARE ESCROW AGREEMENT

OFFICE LEASE DATED 8/31/1999

CREDIT AGREEMENT DATED 8/5/1998

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