Exhibit 3.1  State of Delaware  Office of the Secretary of State  I, HARRIET SMITH WINDSOR,
SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE
TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED
CERTIFICATE OF SONUS NETWORKS, INC. AS RECEIVED AND FILED IN THIS OFFICE.  THE FOLLOWING DOCUMENTS HAVE BEEN
CERTIFIED:  RESTATED CERTIFICATE, FILED THE
THIRTIETH DAY OF MAY, A.D. 2000, AT 9 OCLOCK A.M.  AND I DO HEREBY FURTHER CERTIFY
THAT THE EFFECTIVE DATE OF THE AFORESAID RESTATED CERTIFICATE IS THE THIRTYFIRST
DAY OF MAY, A.D. 2000.  CERTIFICATE OF AMENDMENT, FILED
THE THIRTIETH DAY OF MAY, A.D. 2001, AT 9 OCLOCK A.M.  /s/ Harriet Smith
  WindsorHarriet Smith Windsor, Secretary
  of State2782901 8100X
  AUTHENTICATION:
  
  1247584010344486
  DATE:
  
  071701  1


STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 05/30/2000001274548  2782901  FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SONUS NETWORKS, INC.  Sonus
Networks, Inc. (theCorporation), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the General  Corporation  Law), hereby certifies as follows:  FIRST:The name of the Corporation is Sonus Networks, Inc.
The original Certificate of
Incorporation of the Corporation was filed by the Corporation with
the Secretary of State of Delaware on August 7, 1997. The original Certificate
of Incorporation was subsequently amended and restated on September 23,
1998, on September 10, 1999 and again on March 9, 2000 (the original
Certificate of Incorporation, as amended and restated, the Original  Certificate  of Incorporation).  SECOND:This Fourth Amended and Restated Certificate
of Incorporation: (i) was duly adopted in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law; and (ii) was
approved by written consent of a majority of the stockholders of the Corporation
given in accordance with the provisions of Section 228 of the General
Corporation Law.  THIRD:The text of the Original Certificate of
Incorporation of the Corporation, as heretofore amended, is hereby further
restated and amended to read in its entirety as follows:  FOURTH:ThisFourthAmendedandRestatedCertificateofIncorporation,inaccordancewiththeprovisionsofSection103oftheGeneralCorporationLaws,shallbeeffectiveonMay31,2000,at5:00p.m.,EasternTime.  ARTICLE I Name  The
name of the corporation (theCorporation) is
Sonus Networks, Inc.  ARTICLE II Registered Agent  The
address of the Corporations registered office in the State of Delaware is 1013
Centre Road in the City of Wilmington, County of New Castle; and the name of
its registered agent is Corporation Service Company.


ARTICLE III Purpose  The nature of the business or purposes to be conducted or promoted by
the Corporation is as follows:  To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.  ARTICLE IV Capital Stock  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 305,000,000 shares, consisting
solely of:  300,000,000 shares of common stock, par value
$0.001 per share (Common  Stock); and  5,000,000 shares of preferred stock, par
value $0.01 per share (Preferred  Stock).  The
following is a statement of the powers, designations, preferences, privileges,
and relative rights in respect of each class of capital stock of the
Corporation.  A.COMMON STOCK.  1.General.The voting, dividend and liquidation rights
of the holders of Common Stock are subject to and qualified by the rights of
the holders of Preferred Stock.  2.Voting.The holders of Common Stock are entitled to
one vote for each share held at all meetings of stockholders. There shall be no
cumulative voting.  3.Dividends.Dividends may be declared and paid on the
Common Stock from funds lawfully available therefor if, as and when determined
by the Board of Directors and subject to any preferential dividend rights of
any then outstanding shares of Preferred Stock.  4.Liquidation.Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders, subject to any preferential rights of any then outstanding
shares of Preferred Stock.  B.PREFERRED STOCK.  Shares of Preferred Stock may be issued from time to time in one or
more series, each of such series to have such powers, designations,
preferences, and relative, participating, optional, or other special rights, if
any, and such qualifications and restrictions, if any, of such preferences and
rights, as are stated or expressed in the resolution or resolutions of the
Board of Directors providing for such series of Preferred Stock. Different
series of Preferred Stock shall not be  2


construed
to constitute different classes of shares for the purposes of voting by classes
unless expressly so provided in such resolution or resolutions.  Authority is hereby granted to the Board of Directors from time to time
to issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions to determine and fix
the powers, designations, preferences, and relative, participating, optional,
or other special rights, if any, and the qualifications and restrictions, if
any, of such preferences and rights, including without limitation dividend
rights, conversion rights, voting rights (if any), redemption privileges, and
liquidation preferences, of such series of Preferred Stock (which need not be
uniform among series), all to the fullest extent now or hereafter permitted by
the General Corporation Law of Delaware. Without limiting the generality of the
foregoing, the resolution or resolutions providing for the creation or issuance
of any series of Preferred Stock may provide that such series shall be superior
to, rank equally with, or be junior to the Preferred Stock of any other series,
all to the fullest extent permitted by law. No resolution, vote, or consent of
the holders of the capital stock of the Corporation shall be required in
connection with the creation or issuance of any shares of any series of
Preferred Stock authorized by and complying with the conditions of this Amended
and Restated Certificate of Incorporation, the right to any such resolution,
vote, or consent being expressly waived by all present and future holders of
the capital stock of the Corporation.  Any resolution or resolutions adopted by the Board of Directors
pursuant to the authority vested in them by this Article IV shall be set
forth in a certificate of designation along with the number of shares of stock
of such series as to which the resolution or resolutions shall apply and such
certificate shall be executed, acknowledged, filed, recorded, and shall become
effective, in accordance with §103 of the General Corporation Law of the State
of Delaware. Unless otherwise provided in any such resolution or resolutions,
the number of shares of stock of any such series to which such resolution or
resolutions apply may be increased (but not above the total number of
authorized shares of the class) or decreased (but not below the number of
shares thereof then outstanding) by a certificate likewise executed,
acknowledged, filed and recorded, setting forth a statement that a specified
increase ordecreasetherein has been authorized and directed by a
resolution or resolutions likewise adopted by the Board of Directors. In case
the number of such shares shall be decreased, the number of shares so specified
in the certificate shall resume the status which they had prior to the adoption
of the first resolution or resolutions. When no shares of any such class or
series are outstanding, either because none were issued or because none remain
outstanding, a certificate setting forth a resolution or resolutions adopted by
the Board of Directors that none of the authorized shares of such class or
series are outstanding, and that none will be issued subject to the certificate
of designations previously filed with respect to such class or series, may be
executed, acknowledged, filed and recorded in the same manner as previously
described and it shall have the effect of eliminating from this Amended and
Restated Certificate of Incorporation all matters set forth in the certificate
of designations with respect to such class or series of stock. If no shares of
any such class or series established by a resolution or resolutions adopted by
the Board of Directors have been issued, the voting powers, designations,
preferences and relative, participating, optional or other rights, if any, with
the qualifications, limitations or restrictions thereof, may be amended by a
resolution or resolutions adopted by the Board of Directors. In the event of
any such amendment, a certificate which (i) states that no shares of such
class or series have been issued, (ii) sets forth the copy of the amending
resolution or resolutions and (iii) if the designation of such class or
series is being changed, indicates the original designation and the new designation,
shall be executed,  3


acknowledged,
filed, recorded, and shall become effective, in accordance with §103 of the
General Corporation Law of the State of Delaware.  ARTICLEV Board of Directors  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
Corporation by statute:  (a)The
Board of Directors shall be divided into three classes of directors, such
classes to be as nearly equal in number of directors as possible, having
staggered three-year terms of office, the term of office of the directors of
the first such class to expire as of the first annual meeting of the
Corporations stockholders following the closing of the Corporations first
public offering of shares of Common Stock registered pursuant to the Securities
Act of 1933, as amended, those of the second class to expire as of the second
annual meeting of the Corporations stockholders following such closing, and
those of the third class as of the third annual meeting of the Corporations
stockholders following such closing, such that at each annual meeting of
stockholders after such closing, nominees will stand for election to succeed
those directors whose terms are to expire as of such meeting. Any director
serving as such pursuant to this paragraph (b) of Article V may be
removed only for cause and only by the vote of the holders of 66 2/3% of the shares
of the Corporations stock entitled to vote for the election of directors.  (b)The
Board of Directors shall have the power and authority: (i) to adopt, amend
or repeal By-Laws of the Corporation, subject only to such limitations, if any,
as may be from time to time imposed by other provisions of this Certificate, by
law, or by the By-Laws; and (ii) to the full extent permitted or not
prohibited by law, and without the consent of or other action by the
stockholders, to authorize or create mortgage, pledges or other liens or
encumbrances upon any or all of the assets, real, personal or mixed, and
franchises of the Corporation, including after-acquired property, and to
exercise all of the powers of the Corporation in connection therewith.  ARTICLE VI Limitation of Liability  No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing
such liability; provided, however, that to the extent required
from time to time by applicable law, this Article VI shall not eliminate
or limit the liability of a director, to the extent such liability is provided
by applicable law, (i) for any breach of the directors duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for
any transactions from which the director derived an improper personal benefit.
No amendment to or repeal of this Article VI shall apply to or have any
effect on the liability or alleged liability of any director for or with
respect to any  4


acts
or omissions of such director occurring prior to the effective date of such
amendment or repeal.  ARTICLE VII Indemnification  The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as amended from time to time,
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was, or has agreed to become, a director or officer of the Corporation,
or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with
such action, suit or proceeding and any appeal therefrom.  Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person indemnified
to repay such payment if it is ultimately determined that such person is not
entitled to indemnification under this Article VII, which undertaking may
be accepted without reference to the financial ability of such person to make
such repayment.  The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of
Directors.  The indemnification rights provided in this ArticleVII (i) shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any law,
agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall
inure to the benefit of the heirs, executors and administrators of such
persons. The Corporation may, to the extent authorized from time to time by its
Board of Directors, grant indemnification rights to other employees or agents
of the Corporation or other persons serving the Corporation and such rights may
be equivalent to, or greater or less than, those set forth in this Article VII.  ARTICLEVIII Compromises and Arrangements  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the Corporation
and its stockholders or any Class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of §391 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of §279 of Title 8 of the Delaware Code, order
a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such a  5


manner
as the said court directs. If a majority of the number representing
three-fourths (3/4ths) in value of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the compromise
or arrangement and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all creditors or class
of creditors, and/or stockholders or class of stockholders of the Corporation,
as the case may be, and also on the Corporation.  ARTICLE IX Certain Transactions  The Board of Directors, when considering a tender offer or merger or acquisition
proposal, may take into account factors in addition to potential economic
benefits to stockholders, including without limitation (i) comparison of
the proposed consideration to be received by stockholders in relation to the
then current market price of the Corporations capital stock, the estimated
current value of the Corporation in a freely negotiated transaction, and the
estimated future value of the Corporation as an independent entity, (ii) the
impact of such a transaction on the employees, suppliers, and customers of the
Corporation and its effect on the communities in which the Corporation
operates, and (iii) the impact of such a transaction on the unique
corporate culture and atmosphere of the Corporation.  ARTICLE X Stockholder Action  Any action required or permitted to be taken by the stockholders of the
Corporation may be taken only at a duly called annual or special meeting of the
stockholders, and not by written consent in lieu of such a meeting, and special
meetings of stockholders may be called only by the Chairman of the Board of
Directors, the President, or a majority of the Board of Directors.  ARTICLE XI Amendments  The affirmative vote of the holders of at least 66 2/3% of the
outstanding voting stock of the Corporation (in addition to any separate class
vote that may in the future be required pursuant to the terms of any
outstanding Preferred Stock) shall be required to amend or repeal the
provisions of Articles IV (to the extent it relates to the authority of the
Board of Directors to issue shares of Preferred Stock in one or more series,
the terms of which may be determined by the Board of Directors), V, VII, IX, X,
or XI of this Fourth Amended and Restated Certificate of Incorporation or to
reduce the numbers of authorized shares of Common Stock or Preferred Stock.  [The remainder of this page is intentionally
left blank.]  6


THIRD: That said amendmentwasduly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.  IN WITNESS WHEREOF, the Corporation has
caused this certificate to be signed by Stephen J. Nill, its Vice President
Finance and Chief Financial Officer, this 29th day of May, 2001.  SONUS NETWORKS, INC.BY:
  /S/ Stephen J. NillStephen J. NillVice President Finance and Administrationand Chief Financial Officer  2


IN WITNESS WHEREOF, the undersigned
has caused this Fourth Amended and Restated Certificate of Incorporation to be
duly executed on its behalf as of May 30,2000.   SONUS NETWORKS, INC.By:
  /s/ Hassan AhmedHassan AhmedPresident  7


STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 09:00 AM 05/30/2001010258926  2782901  CERTIFICATE OF AMENDMENT  OF  FOURTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION  OF  SONUS NETWORKS, INC.  Sonus Networks, Inc.,a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the Corporation), DOES HEREBY
CERTIFY:  FIRST: That at a meeting of the Board of
Directors of the Corporation, resolutions were duly adopted setting forth a
proposed amendment to the Fourth Amended and Restated Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
directing the holders of Common Stock of said corporation to consider said
amendment and to indicate their approval and adoption thereof. The resolution
setting forth the proposed amendment is as follows:  RESOLVED:That the first sentence of Article IV of the
Fourth Amended and Restated Certificate of Incorporation of the Corporation be,
and it hereby is, amended to read as
follows:  The total number of shares of capital stock
which the corporation shall have authority to issue is 605,000,000, consisting
solely of:  600,000,000
shares of common stock, par value $0.001 per share (Common Stock); and  5,000,000
shares of preferred stock, par value $0.01 per share (Preferred Stock).  RESOLVED:That except as
expressly amended hereby no other aspect of such Article IV shall be
modified hereby.  SECOND: That thereafter, pursuant to said
resolutions of its Board of Directors, the holders of record of not less than a
majority of the issued and outstanding shares of Common Stock of said
Corporation, representing not less than the minimum number of votes necessary
to authorize and take such action, duly adopted such an amendment at the Annual
Meeting of the Shareholders in accordance with Sections 211 and 222 of the
General Corporation Law of the State of Delaware.


I,HARRIETSMITHWINDSOR,SECRETARYOFSTATEOFTHESTATEOFDELAWARE,DOHEREBYCERTIFYTHEATTACHEDISATRUEANDCORRECTCOPYOFTHECERTIFICATEOFDESIGNATIONOFSONUSNETWORKS,INC.,FILEDINTHISOFFICEONTHETWENTY-SIXTHDAYOFJUNE,A.D.2008,AT4:50OCLOCKP.M.  A FILED COPY OF THIS
CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OFDEEDS.   2782901   8100  080735286
  Youmay verify this certificate online at
  corp,delaware.gov/authver.shtml
  
  
  
  /s/Harriet
  Smith WindsorHarriet Smith Windsor, Secretary of StateAUTHENTICATION:
  
  66922 64DATE:
  
  06-26-08  1


State of DelawareSecretary of StateDivisionof-CorporationsDelivered 04:50 PM 06/26/2008CERTIFICATE OF DESIGNATION
  FILED 04:50 PM 06/26/2008SRV 080735286 - 2782901 FILE of  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK  of  SONUS NETWORKS, INC.  Pursuant to Section 151 of the General Corporation Law of the State of Delaware  Sonus
Networks, Inc., a corporation organized and existing under the General Corporation
Law of the State of Delaware (theCorporation),
in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:  That
pursuant to the authority vested in the Board of Directors of the Corporation
(theBoard of
Directors) in accordance
with the provisions of the Certificate of Incorporation of the said
Corporation, the said Board of Directors on June 26, 2008 adopted the
following resolution creating a series of 3,900,000 shares of Preferred Stock
designated as Series A
Junior Participating Preferred Stock:  RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of the
Certificate of Incorporation, a series of Preferred Stock, par value $.01 per
share, of the Corporation be and hereby is created, and that the designation
and number of shares thereof and the voting and other powers, preferences and
relative, participating, optional or other rights of the shares of such series
and the qualifications, limitations and restrictions thereof are as follows:  SeriesA Junior Participating Preferred Stock  1.             Designation and Amount.There shall be a series of Preferred Stock
that shall be designated as Series A Junior Participating Preferred Stock,
and the number of shares constituting such series shall be 3,900,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however,
that no decrease shall reduce the number of shares of Series A Junior
Participating Preferred Stock to less than the number of shares then issued and
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Corporation.  1


2.Dividendsand Distribution.  (A)          SubjecttothepriorandsuperiorrightsoftheholdersofanysharesofanyclassorseriesofstockoftheCorporationrankingpriorandsuperiortothesharesofSeriesAJuniorParticipatingPreferredStockwithrespecttodividends,theholdersofsharesofSeriesAJuniorParticipatingPreferredStock,inpreferencetotheholdersofsharesofanyclassorseriesofstockoftheCorporationrankingjuniortotheSeriesAJuniorParticipatingPreferredStockinrespectthereof,shallbeentitledtoreceive,when,asandifdeclaredbytheBoardofDirectorsoutoffundslegallyavailableforthepurpose,quarterlydividendspayableincashonthe30thdayofMarch,June,SeptemberandDecember,ineachyear(eachsuchdatebeingreferredtohereinasaQuarterlyDividendPaymentDate),commencingonthefirstQuarterlyDividendPaymentDateafterthefirstissuanceofashareorfractionofashareofSeriesAJuniorParticipatingPreferredStock,inanamountpershare(roundedtothenearestcent)equaltothegreaterof(a)S10.00or(b)theAdjustmentNumber(asdefinedbelow)timestheaggregatepershareamountofallcashdividends,andtheAdjustmentNumbertimestheaggregatepershareamount(payableinkind)ofallnon-cashdividendsorotherdistributionsotherthanadividendpayableinsharesofCommonStockorasubdivisionoftheoutstandingsharesofCommonStock(byreclassificationorotherwise),declaredontheCommonStock,parvalue$.001pershare,oftheCorporation(theCommonStock)sincetheimmediatelyprecedingQuarterlyDividendPaymentDate,or,withrespecttothefirstQuarterlyDividendPaymentDate,sincethefirstissuanceofanyshareorfractionofashareofSeriesAJuniorParticipatingPreferredStock.TheAdjustmentNumbershallinitiallybe1,000.IntheeventtheCorporationshallatanytimeafterJune26,2008(i)declareandpayanydividendonCommonStockpayableinsharesofCommonStock,(ii)subdividetheoutstandingCommonStockor(iii)combinetheoutstandingCommonStockintoasmallernumberofshares,thenineachsuchcasetheAdjustmentNumberineffectimmediatelypriortosucheventshallbeadjustedbymultiplyingsuchAdjustmentNumberbyafractionthenumeratorofwhichisthenumberofsharesofCommonStockoutstandingimmediatelyaftersucheventandthedenominatorofwhichisthenumberofsharesofCommonStockthatwereoutstandingimmediatelypriortosuchevent.  (B)           The Corporation shall declare a
dividend or distribution on the Series A Junior Participating Preferred
Stock as provided in paragraph (A) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).  (C)           Dividends shall begin to accrue and
be cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Junior Participating Preferred
Stock, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which  2


events
such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Junior Participating Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 60 days prior to the date fixed for the payment thereof.  3.             VotingRights.The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:  (A)          Each share of Series A Junior
Participating Preferred Stock shall entitle the holder thereof to a number of
votes equal to the Adjustment Number on all matters submitted to a vote of the
stockholders of the Corporation.  (B)           Except as required by law, by Section 3(C) and
by Section 10 hereof, holders of Series A Junior Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.  (C)           If, at the time of any annual meeting
of stockholders for the election of directors, the equivalent of six quarterly
dividends (whether or not consecutive) payable on any share or shares of Series A
Junior Participating Preferred Stock are in default, the number of directors
constituting the Board of Directors of the Corporation shall be increased by
two. In addition to voting together with the holders of Common Stock for the
election of other directors of the Corporation, the holders of record of the Series A
Junior Participating Preferred Stock, voting separately as a class to the
exclusion of the holders of Common Stock, shall be entitled at said meeting of
stockholders (and at each subsequent annual meeting of stockholders), unless
all dividends in arrears on the Series A Junior Participating Preferred
Stock have been paid or declared and set apart for payment prior thereto, to
vote for the election of two directors of the Corporation, the holders of any Series A
Junior Participating Preferred Stock being entitled to cast a number of votes
per share of Series A Junior Participating Preferred Stock as is specified
in paragraph (A) of this Section 3. Each such additional
director shall not be a member of Class I, Class II or Class III
of the Board of Directors of the Corporation, but shall serve until the next
annual meeting of stockholders for the election of directors, or until his
successor shall be elected and shall qualify, or until his right to hold such
office terminates pursuant to the provisions of this Section 3(C).
Until the default in payments of all dividends which permitted the election of
said directors shall cease to exist, any director who shall have been so
elected pursuant to the provisions of this Section 3(C) may be
removed at any time, without cause, only by the affirmative vote of the holders
of the shares of Series A Junior Participating Preferred Stock at the time
entitled to cast a majority of the votes entitled to be cast for the election
of any such director at a special  3


meeting
of such holders called for that purpose, and any vacancy thereby created may be
filled by the vote of such holders. If and when such default shall cease to
exist, the holders of the Series A Junior Participating Preferred Stock
shall be divested of the foregoing special voting rights, subject to revesting
in the event of each and every subsequent like default in payments of
dividends. Upon the termination of the foregoing special voting rights, the
terms of office of all persons who may have been elected directors pursuant to
said special voting rights shall forthwith terminate, and the number of
directors constituting the Board of Directors shall be reduced by two. The
voting rights granted by this Section 3(C) shall be in
addition to any other voting rights granted to the holdersof the Series A Junior Participating Preferred Stock in this Section 3.  4.             Certain Restrictions.  (A)          Whenever quarterly dividends or other
dividends or distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Junior Participating Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:  (i)            declare or pay dividends on, make
any other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock;  (ii)           declare or pay dividends on or make
any other distributions on any shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the Series A
Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled; or  (iii)          purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock,
or any shares of stock ranking on a parity with the Series A Junior
Participating Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board of Directors) to all
holders of Series A Junior Participating Preferred Stock, or to such
holders and holders of any such shares ranking on a parity therewith, upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.  (B)           The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.  4


5.             Reacquired
Shares.Any shares of Series A Junior Participating Preferred Stock
purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired promptly after the
acquisition thereof. All such shares shall upon their retirement become
authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to any conditions and restrictions on
issuance set forth herein.  6.             Liquidation, Dissolution or Winding Up.(A) Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or
otherwise, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received an amount per share (the Series A
Liquidation Preference) equal to the greater of (i) $100.00 plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (ii) the Adjustment
Number times the per share amount of all cash and other property to be
distributed in respect of the Common Stock upon such liquidation, dissolution
or winding up of the Corporation.  (B)           Inthe event, however, that there are not
sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other classes and
series of stock of the Corporation, if any, that rank on a parity with the Series A
Junior Participating Preferred Stock in respect thereof, then the assets
available for such distribution shall be distributed ratably to the holders of
the Series A Junior Participating Preferred Stock and the holders of such
parity shares in proportion to their respective liquidation preferences.  (C)           Neither the merger
or consolidation of the Corporation into or with another entity nor the merger
or consolidation of any other entity into or with the Corporation shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 6.  7.             Consolidation,
Merger, Etc.In case
the Corporation shall enter into any consolidation, merger, combination or
other transaction in which the outstanding shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other property,
then in any such case each share of Series A Junior Participating
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share equal to the Adjustment Number times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be into which or for which each share of Common Stock is changed or
exchanged.  8.No Redemption.Shares of Series A Junior Participating
Preferred Stock shall not be subject to redemption by the Corporation.  5


9.Ranking.The Series A
Junior Participating Preferred Stock shall rank junior to all other series of the Preferred Stock as to the
payment of dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, unless the terms of any such series shall provide
otherwise, and shall rank senior to the Common Stock as to such matters.  10.           Amendment.
At any time that any shares of Series A Junior Participating Preferred
Stock are outstanding, the Certificate of Incorporation of the Corporation
shall not be amended, by merger, consolidation or otherwise, which would
materially alter or change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds of the outstanding shares of Series A
Junior Participating Preferred Stock, voting separately as a class.  11.           Fractional
Shares. Series A Junior Participating Preferred Stock may be
issued in fractions of a share that shall entitle the holder, in proportion to
such holders fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Participating Preferred Stock.  [Remainder of Page Intentionally
Left Blank]  6


IN WITNESS WHEREOF, the undersigned has executed this Certificate this
26th day of June, 2008.  SONUS
  NETWORKS, INC.By:
  /s/Charles GreyName:
  Charles GreyTitle:
  Vice President and General Counsel  Certificate of Designation Signature Page