CERTIFICATE OF DISSOLUTION OF SYCAMORE NETWORKS, INC. Pursuant toSection 275 of the General Corporation Law of the State of Delaware
Exhibit 4.2
CERTIFICATE OF DISSOLUTION
OF
SYCAMORE NETWORKS, INC.
Pursuant to Section 275 of the General
Corporation Law of the State of Delaware
Sycamore Networks, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is Sycamore Networks, Inc.
SECOND: The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State is February 17, 1998.
THIRD: The dissolution of the Corporation was authorized by the Board of Directors on October 22, 2012 and by the stockholders of the Corporation on January 29, 2013.
FOURTH: The dissolution of the Corporation has been authorized by the Board of Directors and by a majority of the stockholders of the Corporation entitled to vote on a dissolution, in accordance with subsections (a) and (b) of Section 275 of the General Corporation Law of the State of Delaware.
FIFTH: The respective names and addresses of the directors and officers of the Corporation are as follows:
DIRECTORS
| NAME | ADDRESS | |
| Gururaj Deshpande (Chairman) | 220 Mill Road, Chelmsford, MA 01824 | |
| Daniel E. Smith | 220 Mill Road, Chelmsford, MA 01824 | |
| Robert E. Donahue | 220 Mill Road, Chelmsford, MA 01824 | |
| Craig R. Benson | 220 Mill Road, Chelmsford, MA 01824 | |
| John W. Gerdelman | 220 Mill Road, Chelmsford, MA 01824 | |
OFFICERS
| NAME | TITLE | ADDRESS | ||
| Daniel E. Smith | President and Chief Executive Officer | 220 Mill Road Chelmsford, MA 01824 | ||
| Paul F. Brauneis | Vice President of Finance and Administration, Chief Financial Officer and Treasurer | 220 Mill Road Chelmsford, MA 01824 | ||
| Kevin J. Oye | Vice President, Systems and Technology | 220 Mill Road Chelmsford, MA 01824 | ||
| Alan R. Cormier | General Counsel and Secretary | 220 Mill Road Chelmsford, MA 01824 | ||
| Anthony Petrillo | Assistant Secretary | 220 Mill Road Chelmsford, MA 01824 | ||
SIXTH: This Certificate of Dissolution shall become effective as of 5:00 p.m. Eastern Time on March 7, 2013.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Certificate of Dissolution has been executed this 7th day of March, 2013.
| SYCAMORE NETWORKS, INC. | ||||||
| By: | /s/ Daniel E. Smith | |||||
| Name: | Daniel E. Smith | |||||
| Title: | President and Chief Executive Officer | |||||
