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 |
