Exhibit 4.4

 

SONUS NETWORKS, INC.

 

and

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, 
 as Rights Agent

 

AMENDMENT No. 3

 

TO

 

RIGHTS AGREEMENT

 

Effective as of September 17, 2014

 

This Amendment No. 3 to the Rights Agreement is dated as of September 17, 2014 (the “Amendment”) between Sonus Networks, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).

 

WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of June 26, 2008, as amended on June 10, 2011 and June 21, 2013 (the “Rights Agreement”); and

 

WHEREAS, the Rights Agreement, under its current terms, will expire on June 26, 2015; and

 

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may amend any provision of the Rights Agreement in accordance with the terms of such Section 27; and

 

WHEREAS, the Board of Directors (“the Board”) of the Company has determined that it would be in the best interests of the Company and its stockholders to accelerate the Final Expiration Date (as such term is defined in the Rights Agreement) from June 26, 2015 to September 17, 2014; and

 

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders for the Company to enter into this Amendment; and

 

WHEREAS, for purposes of this Amendment, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement.

 

NOW THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows:

 

1.                                      Amendments.

 

1.1                               Section 7 of the Rights Agreement is amended to replace the reference to “June 26, 2015” with “September 17, 2014”.

 











 

1.2                               All references to the date of “June 26, 2015” in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Shares of Preferred Stock of Sonus Networks, Inc.) to the Rights Agreement shall hereby be changed to “September 17, 2014”.

 

2.                                      Benefits.  Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock).

 

3.                                      Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

4.                                      Descriptive Headings.  Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

5.                                      Governing Law.  This Amendment, the Rights Agreement and each Right Certificate issued thereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

 

6.                                      Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

7.                                      Effect of Amendment.  Except as expressly modified by this Amendment, the Rights Agreement and its exhibits shall remain in full force and effect.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

 

 

	
 
    	
SONUS   NETWORKS, INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey M. Snider
    
	
 
    	
 
    	
Name:   
    	
Jeffrey   M. Snider
    
	
 
    	
 
    	
Title:   
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
AMERICAN   STOCK TRANSFER & TRUST COMPANY, LLC
    
	
 
    	
solely   as Rights Agent herein under and not within its individual capacity
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jennifer Donovan
    
	
 
    	
 
    	
Name:   
    	
Jennifer   Donovan
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President, Relationship
    
	
 
    	
 
    	
 
    	
Management   and Regional Manager
    


 

[SIGNATURE PAGE TO AMENDMENT NO.3 TO RIGHTS AGREEMENT]