Prepared by R.R. Donnelley Financial -- Form of Warrant to Purchase Common Stock



 Exhibit 4.1 
  

WARRANT 
  
 WARRANT NO.          
  
 THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT, OR THE SHARES ISSUABLE HEREUNDER, MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER. 
  
 EXTREME NETWORKS, INC. 
  
 WARRANT TO PURCHASE COMMON STOCK 
 Void after
October 30, 2013 
  
 This certifies that, for value received,
Avaya Inc. or registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from Extreme Networks, Inc. (the “Company”), a Delaware corporation, up to 2,577,794 shares (such number of shares being
referred to herein as the “Original Amount”) of the Common Stock of the Company (the “Common Stock”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the
Company referred to below, with the notice of exercise form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2
below. The Original Amount, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution
or exchange therefor as provided herein. 
  
 1.    TERM
OF WARRANT. 
  
 (a) Subject to the terms and conditions
set forth herein and compliance with any applicable regulatory requirements, this Warrant shall be exercisable only pursuant to the schedule provided in that certain Joint Development Agreement dated as of October 30, 2003 between the Company and
Holder (the “Joint Development Agreement”) and ending at 5:00 p.m., Pacific time, on October 30, 2013 (the “Expiration Date”). 
  
 (b) In the event that the Expiration Date of this Warrant falls on a day that is not a Business Day, the Expiration Date shall be adjusted to the Business
Day immediately following such Expiration Date. As used herein, the term “Business Day” means each day other than a Saturday, Sunday or other day on which banks in the location of the principal office of the Company are legally authorized
to close. 
  
 2.    EXERCISE PRICE. The
Exercise Price at which this Warrant may be exercised shall be $0.01 per share of Common Stock (the “Exercise Price”). 
  
 3.    EXERCISE OF WARRANT. 
  
 (a) The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part subject to compliance with applicable regulatory
requirements, at any time and from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder, at the office of
the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company). In the case of an exercise under Section 1, the form of the public
announcement of “EOS” referred to in the Joint Development Agreement shall be attached to the Notice of Exercise. 
  
 (b) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Common 







 Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the
close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company, at its expense, shall issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of shares issuable upon such exercise. In the event that this warrant is exercised in part, the Company, at its expense, will execute and deliver a new Warrant of like tenor exercisable for the number of
shares equal to the remaining Original Amount. 
  
 4.    [intentionally omitted] 
  
 5.    REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in
lieu of this Warrant, a new warrant of like tenor and amount. 
  
 6.    NO RIGHTS AS STOCKHOLDER. Subject to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote or receive dividends by virtue of this Warrant or be deemed the holder of Common
Stock by virtue of this Warrant, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation,
merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein. 
  
 7.    TRANSFER OF WARRANT. As this Warrant is issued
in furtherance of the relationship between the Company and the initial Holder, this Warrant may not be transferred to anyone without the prior written approval of the Company, which approval may be withheld for any reason, and subject to Holder
executing the Assignment Form annexed hereto and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery; provided, however, that with respect to any portion of this Warrant that becomes exercisable pursuant
to Section 1(a), such portion of the Warrant may be transferred to a Permitted Transferee (as defined in the Joint Development Agreement) or to any other transferee (so long as at any given time there are no more than a total of two transferees who
are not Permitted Transferees holding any portion of the Warrant that is exercisable). 
  
 (a) The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change his address as
shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder as shown on the Warrant
Register and at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register of the Company, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the contrary. 
  
 (b) The
Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 7(a) above, issuing the Common Stock or other securities then issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent. 
  
 (c) On surrender of this Warrant for exchange, properly endorsed on the
Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933, as amended (the “Act”) and with the limitations on assignments and transfers contained in this Section 7, the Company
at its expense shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable
upon exercise hereof. 
  
 (d) The Holder of this Warrant, by
acceptance hereof, acknowledges that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except in compliance with the registration requirements of the Act, subject,
nevertheless, to the disposition of the Holder’s property being at all times within its control. 
  

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 (e) This Warrant and all shares of Common Stock issued upon exercise hereof (unless registered under the
Act) shall be stamped or imprinted with a legend in substantially the following form: 
  
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THEREUNDER. 
  
 8.    RESERVATION OF STOCK; STOCK FULLY PAID. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificates of Incorporation (the “Certificates”) to provide
sufficient reserves of shares of Common Stock issuable upon exercise of the Warrant and will refrain from effecting any amendment to the Certificates which in any manner would affect the rights or privileges of the holders of its Common Stock. The
Company further covenants that all shares that may be issued upon the exercise of rights represented by this Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be duly
authorized, validly issued, fully paid and nonassessable, and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously). The Company agrees that its issuance of
this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the exercise of this Warrant. 
  
 9.    NOTICES.  
  
 (a) Whenever the number of shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of adjustment and the method by which such adjustment was
calculated and shall cause a copy of such certificate to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. 
  
 (b) In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or 
  
         (ii) of any capital
reorganization of the Company, any stock split or subdivision, or reverse stock split or combination, or any similar event involving the Common Stock, any reclassification of the capital stock of the Company, any consolidation or merger of the
Company with or into another corporation, or any sale, transfer or other conveyance of all or substantially all of the assets of the Company to another corporation, or 
  
         (iii) of any voluntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder or Holders a notice specifying, as the case may be, (A) the distribution or right, and stating the amount of character of such dividend, distribution or
right, or (B) the date on which a record is to be taken for determining stockholders entitled to vote upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 days prior to the date therein
specified. 
  

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 (c) All such notices, advices and communications shall be deemed to have been received (i) in the case of
personal delivery, on the date of such delivery and (ii) in the case of mailing, on the third business day following the date of such mailing. 
  
 10.    AMENDMENTS. 
  
 (a) This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. 
  
 (b) No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

  

	11.    ADJUSTMENTS.	

  
 (a) The number of shares purchasable hereunder shall be subject to adjustment from time to time as follows: 
  
         (i) In case of any reclassification or change of outstanding shares of Common Stock (except a split or
combination, or a change in par value, or a change from par value to no par value, or a change from no par value to par value), or in case of any consolidation or merger to which the Company is a party (other than a consolidation or merger that
results in the termination of this Warrant under Section 1 or in which the Company is the surviving corporation and which does not result in any reclassification or change in the outstanding Common Stock of the Company) or any sale, transfer or
other conveyance of all or substantially all of the Company’s assets, the Company, or its successor, as the case may be, shall assume, by written instrument executed and delivered to the registered holder of this Warrant at such Holder’s
address shown on the registration books of the Company the obligation to deliver to the Holder of this Warrant, upon due exercise thereof, the kind and amount of stock and other securities and property receivable upon such reclassification, change,
consolidation, merger, sale, transfer or conveyance by a Holder of the number of shares which would have been issued to such Holder had this Warrant been exercised immediately prior thereto. 
  
         As evidence of the kind and
amount of stock or other securities or property which shall be issuable upon the exercise of this Warrant after any such reclassification, change, consolidation, merger, sale, transfer or conveyance, the Company shall maintain in its records at its
principal office a certificate of any firm or independent public accountants (who may be the regular auditors retained by the Company) with respect thereto. 
  
         The provisions of this clause (i) shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales, transfers or conveyances. 
  
         (ii) Irrespective of any adjustments in the number of shares or the number or kind of other securities purchasable upon exercise of this Warrant, this Warrant or any Warrant thereafter issued
may continue to express the same price and number and kind of shares as are stated in the Warrant initially issued by the Company. 
  
 (b) In the event that the Company (i) issues as a dividend or other similar distribution (an “Extraordinary Dividend”) on all of its then
outstanding Common Stock, (A) securities of the Company of a class other than Common Stock, (B) rights, warrants or options (individually, a “Right” and collectively, the “Rights”) to acquire any securities of the Company
(including Common Stock) or (C) evidences of its indebtedness or assets (any securities (other than Rights) issued as an Extraordinary Dividend or issued upon exercise of any Rights issued as an Extraordinary Dividend shall be referred to as
“Dividend Securities”): 
  
         (x) this Warrant shall thereafter be exercisable for (1) the Original Amount of shares of Common Stock (subject to adjustment as herein provided), (2) such Dividend Securities and Rights would
theretofore have been issued in respect of such shares (adjusted as herein provided) had such shares been outstanding at the time of such Extraordinary Dividend; and 
  

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         (y) any Right issued as an Extraordinary Dividend shall
(1) expire upon the later of (a) the original expiration date of such Right or (b) the 180th day following the exercise of this Warrant, and (2) be exercisable for the Dividend Securities issuable upon exercise of such Right. 
  
 (c) If any event occurs as to which in the opinion of the Board of Directors
of the Company the other provisions of this Section 11 are not strictly applicable or if strictly applicable would not adequately protect from dilution the exercise rights of the Holder in accordance with the intent and principles of such
provisions, then the Board of Directors of the Company shall make an equitable adjustment in the application of such provisions, in accordance with such intent and principles of such provisions, so as to protect such exercise rights as aforesaid,
but in no event shall such adjustment have the effect of increasing the Exercise Price. 
  
 12.    TAXES. The issue of any stock or other certificate upon the exercise of this Warrant shall be made without charge to the Holder for any documentary, stamp or similar tax in respect of the
issue of such stock or certificate. 
  
 13.    VALID ISSUANCE. Company represents to Holder that this Warrant and the shares of Common Stock issuable upon the exercise of this Warrant have been duly authorized by all necessary corporate
actions, this Warrant has been duly executed and delivered and constitutes a legally binding agreement of the Company enforceable in accordance with the terms hereof, the Company has reserved out of its authorized and unissued shares of Common Stock
a number of shares sufficient to provide for the exercise of the rights represented by this Warrant, and the shares of Common Stock issuable upon exercise of this Warrant, when issued in accordance with the terms hereof, will be validly issued,
fully paid and nonassessable. 
  
 14.    GOVERNING LAW. This Warrant shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware without reference to its principles of conflicts of law.

  
 IN WITNESS WHEREOF, Extreme Networks, Inc. has caused this
Warrant to be executed by its officers thereunto duly authorized. 
  
 Dated as of:
October 30, 2003 
  

			
	EXTREME NETWORKS, INC.
		
	By:	 	 
	 	 	

	 	 	 


  

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 NOTICE OF EXERCISE 
  
 To: Extreme Networks, Inc. 
  
 (1) The undersigned hereby elects to purchase
                         shares of Common Stock of Extreme Networks, Inc., pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price for such shares in full. 
  
 (2) Please issue a certificate or certificates reasserting said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 
  
  

 (Name) 
  

 (Address) 
  
 (3) Please issue a new Warrant for the
unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below: 
  

 (Name) 
  
  

					
	
 (Date)
	 	 	 	
 (Signature)

	 	 	 	 	 

  

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 FORM OF ASSIGNMENT 
  
 FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee
named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: 
  

					
	Name of Assignee	 	Address	 	No. of Shares

  
  
  
  
  
 and does hereby irrevocably constitute and appoint Attorney              to make such transfer on the books of
Extreme Networks, Inc., maintained for the purpose, with full power of substitution in the premises. 
  

									
	 	 	 	 	 
					
	Dated:	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Signature of Holder

  

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