FOUNDRY NETWORKS INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

AMENDED AND RESTATED CERTIFICATE OF INCORP. (PROPOSED)

EX-3.3

AMENDED AND RESTATED BYLAWS OF FOUNDRY NETWORKS

EX-3.4

AMENDED AND RESTATED BYLAWS (PROPOSED)

EX-4.1

SPECIMEN STOCK CERTIFICATE

EX-4.2

PREFERRED STOCK PURCHASE WARRANT DATED 10/09/96

EX-10.1

1996 STOCK PLAN

EX-10.2

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.3

1999 DIRECTORS' STOCK OPTION PLAN

EX-10.4

INDEMNIFICATION AGREEMENT

EX-10.5

OEM PURCHASE AGREEMENT DATED 01/06/99

EX-10.6

RESELLER AGREEMENT DATED 07/01/99

EX-10.7

COMMON STOCK PURCHASE AGRMT & ASSIGNMENT AGMT

EX-10.8

PROMISSORY NOTE DATED 06/25/97

EX-10.9

PROMISSORY NOTE DATED 04/29/98

EX-10.10

PROMISSORY NOTE DATED 10/06/98

EX-10.11

LEASE AGREEMENT DATED 10/16/96

EX-10.12

SUBLEASE AGREEMENT DATED 03/15/99

EX-23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-27.1

FINANCIAL DATA SCHEDULE