EXTR 8K 052014 EX 4.1






AMENDMENT NO. 2 TO 
AMENDED AND RESTATED RIGHTS AGREEMENT




This Amendment No. 2 to the Amended and Restated Rights Agreement is an amendment to the Amended and Restated Rights Agreement ("Amendment No. 2"), entered into dated May 19, 2014 and effective as of April 30, 2014 (the “Amendment No. 2 Effective Date”), between Extreme Networks, Inc., a Delaware company (the "Company"), and Computershare Inc., a Delaware corporation, successor-in-interest to Shareholder Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Capitalized terms used herein but not defined shall have the meanings given to them in the Rights Agreement. 


RECITALS


A.     The Company and the Rights Agent entered into that certain Amended and Restated Rights
Agreement, dated as of April 26, 2012, as amended in Amendment No. 1 thereto as of April 30, 2013 (collectively referred to as the "Rights Agreement").


B.     The parties desire to amend the Rights Agreement effective as of April 30, 2014 and extend the term of the Rights Agreement to May 31, 2015 pursuant to the terms of Amendment No. 2.


D.    The Company has delivered to the Rights Agent a certificate stating that this Amendment No. 2 complies with Section 27 of the Rights Agreement and has directed the Rights Agent to amend the Rights Agreement as set forth herein.


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


1.     Clause (i) of Section 7(a) of the Rights Agreement is hereby amended to read in its entirety as
follows: "May 31, 2015 (the "Final Expiration Date"),".


3.     The Rights Agreement, including all Exhibits attached thereto, is amended such that all references to the date April 30, 2014 are hereby amended to reference the date May 31, 2015.


4.     This Amendment No. 2 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; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the state of New York applicable to contracts made and to be performed entirely within such state.


5.     This Amendment No. 2 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.
    
6.     If any term, provision, covenant or restriction of Amendment No. 2 and/or the Rights Agreement as amended by this Amendment No. 2 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 Amendment No. 2 and/or the Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.





























IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Amended and Restated Rights Agreement to be duly executed as of the Amendment No. 2 Effective Date.




EXTREME NETWORKS, INC.


	
		
	Name:
	/s/ Allison Amadia

	Title:
	Vice President, General Counsel, and Corporate Secretary

	Date:
	May 19, 2014








COMPUTERSHARE INC.


	
		
	Name:
	/s/ Michael J. Lang

	Title:
	SVP

	Date: 
	May 19, 2014