SECOND AMENDMENT TO THE COSINE COMMUNICATIONS, INC. RIGHTS AGREEMENT
EXHIBIT
10.3
SECOND
AMENDMENT
TO
THE
COSINE
COMMUNICATIONS, INC. RIGHTS AGREEMENT
Pursuant
to Section 27 thereof, the Rights Agreement (the “Agreement”), dated as of
September 1, 2005, by and between CoSine Communications, Inc., a Delaware
corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey
limited liability company, as Rights Agent (the “Rights Agent”), is hereby
amended as of August 6, 2009 (this “Amendment”), as provided
below. Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Agreement.
1. Certain
Definitions. Section 1(l) of the Agreement shall be amended
and restated in its entirety as follows:
(l) “Final Expiration
Date” means the sixth anniversary of the Record Date.
2. Agreement Otherwise Not
Amended. The Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect. This Amendment, together with the provisions of the Agreement
not amended hereby, constitute the entire agreement between the parties hereto
with respect to the subject matter hereof and supersede all other prior
agreements, whether written or oral, between the parties hereto regarding the
subject matter hereof.
The undersigned officer of the Company,
being an appropriate officer of the Company and authorized to do so by
resolution of the Board of Directors of the Company dated as of July 7, 2009,
hereby certifies to the Rights Agent that this Amendment is in compliance with
the terms of Section 27 of the Agreement and hereby directs the Rights Agent to
execute this Amendment.
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CoSine Communications, Inc., a Delaware
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Corporation
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By:
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/s/Xxxxx X. Xxxxxx
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Director, Chief Executive Officer and Chief Financial Officer
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(Principal Accounting Officer)
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Acknowledged
and Agreed:
Mellon
Investor Services LLC,
as Rights
Agent
By: /s/Xxxxxx
Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Vice President, Relations Manager
