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•	consolidation within the telecommunications industry, including acquisitions of or by our customers;

•	general economic conditions in our markets, both domestic and international, as well as the level of discretionary IT spending;

•	competitive conditions in our markets, including the effects of new entrants, consolidation, technological innovation and substantial price discounting;

•	fluctuation in demand for our products and services, and the timing and size of customer orders;

•	fluctuations in foreign exchange rates;

•	cancellation or deferral of existing customer orders or the renegotiation of existing contractual commitments;

•	mix of product configurations sold;

•	length and variability of the sales cycle for our products;

•	application of complex revenue recognition accounting rules to our customer arrangements;

•	timing of revenue recognition;

•	changes in our pricing policies, the pricing policies of our competitors and the prices of the components of our products;

•	market acceptance of new products, product enhancements and services that we offer;

•	the quality and level of our execution of our business strategy and operating plan, and the effectiveness of our sales and marketing programs;

•	new product announcements, introductions and enhancements by us or our competitors, which could result in deferrals of customer orders;

•	our ability to develop, introduce, ship and successfully deliver new products and product enhancements that meet customer requirements in a timely manner;

•	our reliance on contract manufacturers for the production and shipment of our appliance products;

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•	our or our contract manufacturers' ability to obtain sufficient supplies of sole or limited source components or materials;

•	our ability to attain and maintain production volumes and quality levels for our products;

•	variability and unpredictability in the rate of growth in the markets in which we compete;

•	costs related to mergers, acquisitions and divestitures; and

•	corporate restructurings.

•	Within the network transformation space, mid-size vendors of networking and telecommunications equipment and specialty vendors, including AudioCodes Ltd., Dialogic Inc., Mavenir Systems, Inc., Metaswitch Networks Corporation, Oracle Corporation (Session Border Controller), and ADTRAN, Inc.;

•	Within the enterprise and cloud solutions space, 8x8, Inc., Avaya Inc., Bandwidth Inc., Cisco Inc. (with Broadsoft, Inc.), Mitel Networks Corporation (with ShoreTel, Inc.), Plivo Inc., RingCentral, Inc., Twilio Inc., Telestax Inc., Fuze, Inc., Genesys and Vonage Holdings Corp. (with Nexmo, Inc. and Tokbox Inc.); and

•	Within the audio and video security and analytics space, SecureLogix Corporation, RedShift Networks Corporation, Empirix Inc. and Oracle Corporation.

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•	provide extremely high reliability and quality;

•	deploy and scale easily and efficiently;

•	interoperate with existing network infrastructures and multivendor solutions;

•	provide effective network management;

•	are accompanied by comprehensive customer support and professional services;

•	provide a cost-effective and space-efficient solution for enterprises and service providers;

•	meet price competition from low cost equipment providers; and

•	offer solutions that are timely for the market and support where the industry is heading.

•	economic conditions that discourage potential new customers from making the capital investments required to adopt new technologies;

•	deterioration in the general financial condition of service providers and enterprises, or their ability to raise capital or access lending sources;

•	new product introductions by our competitors; and

•	the development of our channel partner program.

•	customer willingness to implement our products;

•	pricing pressures due to the commoditization of our products;

•	the timing of industry transitions to new network technologies;

•	acquisitions of or by our customers;

•	delays or difficulties that we may incur in completing the development and introduction of our planned products or product enhancements;

•	failure of our products to perform as expected; and

•	difficulties we may incur in meeting customers' delivery requirements or with software development, appliance design, manufacturing or marketing of our products and/or services.

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•	the pending merger between T-Mobile US, Inc. and Sprint Corporation (announced in April 2018);

•	the acquisition of Hawaiian Telecom, Inc. by Cincinnati Bell Inc. in July 2018;

•	the acquisition of Level 3 Communications Inc. by CenturyLink Inc. in November 2017;

•	the acquisition of XO Communications, LLC by Verizon Communications Inc. in February 2017; and

•	the acquisition of Time Warner Cable Inc. and Bright House Networks, LLC by Charter Communications, Inc. in May 2016.

•	the acquisition of Spoken Communications Inc. by Avaya Holdings Corp. in March 2018;

•	the acquisition of Broadsoft, Inc. by Cisco Systems, Inc. in February 2018;

•	the acquisition of ShoreTel Inc. by Mitel Networks Corporation in September 2017;

•	the combination of Mitel Mobility, Inc., Xura, Inc. and Ranzure Networks, Inc, and re-branding as Mavenir Systems, Inc., by Siris Capital Group LLC, a private equity investment firm, in December 2016;

•	the acquisition of Alcatel-Lucent S.A. by Nokia Corporation in November 2016;

•	the acquisition of Polycom, Inc. by Siris Capital Group LLC, in September 2016;

•	the acquisition of Nexmo, Inc. by Vonage Holdings Corp. in June 2016;

•	the acquisition of Tropo Inc. by Cisco Systems, Inc. in May 2015;

•	the acquisition of Aruba Networks, Inc. by HP Inc. in May 2015;

•	the acquisition of Riverbed Technology, Inc. by Thoma Bravo, LLC, a private equity investment firm, in April 2015;

•	the acquisition of Dialogic Inc. by Novacap TMT IV, L.P. in 2014; and

•	the acquisitions of Acme Packet, Inc. and Tekelec, Inc. by Oracle Corporation in 2013.

•	loss of key employees;

•	diversion of management's attention from normal daily operations of the business;

•	diminished ability to respond to customer requirements related to both products and services;

•	decrease in cash and profits related to severance payments and facility termination costs;

•	disruption of our engineering and manufacturing processes, which could adversely affect our ability to introduce new products and to deliver products both on a timely basis and in accordance with the highest quality standards; and/or

•	reduced ability to execute effectively internal administrative processes, including the implementation of key information technology programs.

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•	loss of, or delay in, revenue;

•	increased service, support and warranty costs and a diversion of development resources; and

•	network performance penalties.

•	loss of customers and market share; and

•	failure to attract new customers or achieve market acceptance for our products.

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•	loss of, or delay in, revenue or increased expense;

•	loss of customers and market share;

•	failure to attract new customers or achieve market acceptance for our products;

•	increased service, support and warranty costs and a diversion of development resources; and/or

•	costly and time-consuming legal actions by our customers.

•	loss of customers and market share;

•	failure to attract new customers in new markets and geographies;

•	increased service, support and warranty costs and a diversion of development resources; and/or

•	network performance penalties.

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•	problems or delays in assimilating or transitioning to us the acquired assets, operations, systems, processes, controls, technologies, products or personnel;

•	loss of acquired customer accounts;

•	unanticipated costs associated with the acquisitions;

•	failure to identify in the due diligence process or assess the magnitude of certain liabilities we assumed in the acquisitions, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, significant issues with product quality or development or other adverse effects on our business or results of operations;

•	multiple or overlapping product lines as a result of the acquisitions that are offered, priced and supported differently, which could cause customer confusion and delays;

•	higher than anticipated costs in continuing support and development of acquired products and services;

•	diversion of management’s attention from our core business and the challenges of managing larger and more widespread operations from the acquisitions;

•	adverse effects on existing business relationships of any of the acquired businesses with their respective suppliers, licensors, contract manufacturers, customers, distributors, resellers and industry experts;

•	significant impairment, exit and/or restructuring charges if the products or technologies acquired in the acquisitions do not meet our sales expectations or are unsuccessful;

•	insufficient revenue to offset increased expenses associated with the acquisitions;

•	risks associated with entering markets in which we have no or limited prior experience;

•	potential loss of the employees we acquired in the acquisitions or our own employees; and/or

•	failure to properly integrate internal controls and financial systems of the combined companies.

•	issue stock that would dilute existing stockholders' percentage ownership;

•	incur debt or assume liabilities;

•	reduce significantly our cash and investments;

•	incur significant impairment charges related to the write-off of goodwill and intangible assets;

•	incur significant amortization expenses related to intangible assets; and/or

•	incur large and immediate write-offs for in-process research and development and stock-based compensation.

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•	reduced demand for our products and services as a result of our customers choosing to refrain from building capital intensive networks;

•	increased price competition for our products, not only from our competitors, but also as a consequence of customers disposing of unutilized products;

•	risk of excess and obsolete inventories;

•	excess facilities and manufacturing capacity; and/or

•	higher overhead costs as a percentage of revenue and higher interest expense.

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•	delay shipments of, or stop selling, incorporating or using our products that use the challenged intellectual property;

•	obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available at acceptable prices, on acceptable terms, or at all; or

•	redesign those products that use any allegedly infringing technology, if feasible.

•	reliance on channel partners;

•	greater difficulty collecting accounts receivable and longer collection cycles;

•	difficulties and costs of staffing and managing international operations;

•	impacts of differing technical standards outside the United States;

•	compliance with international trade, customs and export control regulations;

•	reduced protection for intellectual property rights in some countries;

•	foreign government regulations limiting or prohibiting potential sales or increasing the cost of doing business in such markets, including adverse tax policies, tariffs, customs regulations, trade protection measures, export quotas and qualifications to transact business;

•	differing regulatory requirements, including tax laws, data privacy laws and labor regulations;

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•	challenging pricing environments in highly competitive new markets;

•	foreign currency exchange controls, restrictions on repatriation of cash and changes in currency exchange rates;

•	management communication and integration problems related to entering new markets with different languages, cultures and political systems;

•	potential exposure to liability or damage of reputation resulting from a higher incidence of corruption or unethical business practices in some countries;

•	greater risk of a failure of employees to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act (“FCPA”) and any trade regulations ensuring fair trade practices;

•	higher or more variable network service provider fees outside of the United States;

•	any need to adapt and localize our products for specific countries;

•	our ability to effectively price our products in competitive international markets;

•	potentially adverse tax consequences; and

•	political, social and economic instability, including as a result of the fragility of global financial markets, health pandemics or epidemics and/or acts of war or terrorism.

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•	difficulty hiring and retaining appropriate engineering and management resources due to intense competition for such resources and resulting wage inflation;

•	knowledge transfer related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our customers and other third parties;

•	heightened exposure to changes in economic, security and political conditions in India; and

•	fluctuations in currency exchange rates and tax compliance in India.

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•	addition or loss of any major customer;

•	continued significant declines in customer spending in the media gateway trunking business;

•	decreased spending by customers in the SBC and/or DSC security businesses;

•	consolidation among our customers and/or our competitors in the telecommunications industry;

•	changes in the financial condition or anticipated capital expenditures of any existing or potential major customer;

•	economic conditions for the telecommunications, networking and related industries;

•	quarterly variations in our bookings, revenue and operating results;

•	failure to meet our earnings guidance or securities analysts’ estimates;

•	changes in financial estimates by securities analysts;

•	speculation in the press or investment community, and shorting of our stock by investors;

•	announcements by us or our competitors of significant contracts, new products or acquisitions, distribution partnerships, joint ventures, mergers or capital commitments;

•	activism by any single large stockholder or combination of stockholders;

•	sales of common stock or other securities by us or by our stockholders, including the OEP Stockholders, in the future;

•	securities and other litigation;

•	developments with respect to intellectual property rights, including any related litigation;

•	repurchases under our stock buyback program;

•	departure of key personnel or other major changes in our board of directors or management;

•	changes in governmental regulations;

•	our ability to develop and market new and enhanced products on a timely basis;

•	announcement of a stock split, reverse stock split, stock dividend or similar event; and/or

•	emergence or adoption of new technologies or industry standards.

•	authorizing the Board of Directors to issue shares of preferred stock;

•	limiting the persons who may call special meetings of stockholders;

•	prohibiting stockholder actions by written consent;

•	permitting the Board of Directors to increase the size of the Board and to fill vacancies;

•	providing indemnification to our directors and officers;

•	controlling the procedures for conduct and scheduling of Board and stockholder meetings;

•	requiring a super-majority vote of our stockholders to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation; and

•	establishing advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

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*	Includes restructuring payments aggregating approximately $1 million, approximately 50% of which is due in less than one year and the remainder is due in one to three years. Excludes current estimated sublease income aggregating approximately $125,000 over the remaining lease terms of the restructured facilities.

**

Debt obligations - principal represents both our Promissory Note payable of $24.1 million and the outstanding balance on our Credit Facility of $55.0 million at December 31, 2018. We periodically make payments and borrow on the revolving credit facility, and accordingly, we have included it in current liabilities in our consolidated balance sheet. However, we have reported the outstanding balance payment due in the table above in the "3-5 years" column based solely on the expiration date of the Credit Facility.

***	This liability is not subject to fixed payment terms and the amount and timing of payments, if any, that we will make related to this liability are not known. See Note 19 to our consolidated financial statements appearing in this Annual Report on Form 10-K for additional information.

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(1)	Includes the results of Edgewater for the period subsequent to August 3, 2018.

(2)	Includes the results of GENBAND for the period subsequent to October 27, 2017.

(3)	Income (loss) per share is calculated independently for each of the quarters presented; accordingly, the sum of the quarterly earnings (loss) per share amounts may not equal the total calculated for the year.

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*	Filed herewith.

#	Furnished herewith.

+	Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K.

**	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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14.	Non-Competition and Non-Solicitation. The Executive agrees as follows:

(a)	Non-Competition. For purposes of this Section 14, a "Competitive

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1.	Consulting Relationship.

(a)	Term. The term of this Agreement shall commence effective February 2, 2019 (the “Effective Date”) and shall terminate on January 31, 2020 (the “End Date”) unless sooner terminated as described in Section 8 below. At the expiration of the term, this Agreement shall automatically terminate without notice and no tacit extension will be applied.

(b)

Independent, Non-Exclusive Appointment. Consultant will perform the Services (as defined in Appendix A hereto) independently and will not be subject to the hierarchy, directive and disciplinary powers of Ribbon. Consultant will not be bound by Ribbon’s working hours, employee policies nor will Consultant be required to regularly carry out the Services at Ribbon offices. Any such visits should be strictly in accordance with the Services mentioned in Appendix A. Consultant will not eligible to participate in any Ribbon benefit programs. If Consultant is reclassified by a state or federal agency or court as an employee, Consultant will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of the Company's benefit plans in effect at the time of such reclassification Consultant would otherwise be eligible for such benefits. The Parties understand that the Agreement is a non-exclusive consultancy contract and that Consultant is available to perform services for other companies in addition to Ribbon. Similarly, Ribbon may appoint other independent consultants to provide similar or any other services. The Parties expressly confirm their intention to establish a non-exclusive, arms’ length consultancy relationship with the exclusion of any other or further working relationship different from what the Parties are willing to agree to under the present Consultancy Agreement. Consultant is not an agent of the Company and is not authorized to obligate or commit Ribbon in any manner in dealings with Ribbon customers, potential customers, other persons or entities, or

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(c)

Compensation and Tax. In exchange for providing the Services, Company will pay Consultant USD 25,000 per month during the term of this Agreement according to the terms in Appendix A for providing the Services (prorated for any partial month during the term of this Agreement). Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all self-employment and other Taxes (as defined below) thereon. Ribbon shall not be liable at any time for any of Consultant’s Taxes incurred in connection with or related to amounts paid under this Agreement.  If Taxes are required to be withheld under applicable law on any amounts otherwise to be paid by Ribbon to Consultant hereunder, Ribbon shall deduct and set off such Taxes from the amount otherwise due and owed to Consultant.  “Tax” means, federal, state and local taxes with respect to any compensation or other payments under this Agreement.

(d)

Consulting Services. Consultant agrees to use his best efforts to perform the Services. Consultant warrants and covenants to Ribbon that the Services will be performed with such standard of care and diligence that can be expected of a skilled professional engaged in a similar business of provision of Services. The Parties acknowledge and agree that it is reasonably anticipated that the level of bona fide services provided by Consultant to Ribbon during the term of this Agreement will be no more than 20% of the average level of bona fide services provided performed by Consultant for Ribbon during the 36-month period immediately preceding the Effective Date and, unless otherwise agreed in writing between the Parties, the level of bona fide services required to provide the Services shall not exceed 20% of the average level of bona fide services provided by Consultant for Ribbon during the 36-month period immediately preceding the Effective Date.

(e)

Expenses. Ribbon shall reimburse Consultant for all pre-approved ordinary, necessary, and reasonable travel expenses Consultant incurs for purposes of performing the Services. Ribbon will only reimburse travel expenses which it has approved in writing in advance of the expenses being incurred by Consultant. In order to be reimbursed, Consultant must evidence that the expenses were necessary and reasonable to perform the Services for Ribbon. Reimbursement of expenses will be subject to Consultant providing to Ribbon proof of incurring such expenditure, including by way of invoices and bills, where applicable.

(f)	Payment. All approved amounts shall be paid by Ribbon on the first scheduled payment day following the 30th day of the end of each month.

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2.	Confidential Information.

(a)

Access to Confidential Information. In the course of performing Services under this Agreement, Ribbon shall provide, and Consultant will have access to, confidential information that is either owned by Ribbon or entrusted to Ribbon by its customers or other third parties (the “Confidential Information”). The Confidential Information may include, but is not limited to, Inventions (as defined herein), all work products mentioned in Section 4, legal, technical, administrative, management, financial, and/or marketing information (such as design, manufacturing and procurement specifications, procedures, manufacturing processes, information processing processes, marketing plans and strategies, customer names, financial data,) and physical embodiments of such information (such as source code, object code, flow charts circuits, drawings, specification sheets, recording media for machine information processing systems, documentation, contracts, reports, customer lists, manuals, quotations, correspondence, and samples).

(b)

Treatment of Confidential Information. Consultant will maintain the Confidential Information in strictest confidence. Consultant acknowledges that the Confidential Information is a valuable commercial asset and that its unauthorized disclosure, or use, of the Confidential Information would be extremely damaging to Ribbon. Both during and after the term of this Agreement, Consultant covenants that he will not disclose the Confidential Information to any other individual(s) or entity(s) directly or indirectly, intentionally or inadvertently, through its agents, employees, officers, representatives or otherwise, without Ribbon’s express written authorization, or as otherwise required to carry out the purpose and intent of this Agreement. Consultant will not use any Confidential Information in any way other than in performing Services hereunder. These restrictions do not (i) apply to any information generally available to the public or any information properly obtained from a completely independent source, provided such source is not in receipt of such information as a result of Consultant’s breach or the breach of any obligation of any other person or entity to Ribbon; or (ii) apply to prohibit Consultant from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). In the event of a breach of this Section 2(b) by Consultant, Ribbon and Consultant agree that the remedy at law available to Ribbon may be inadequate and that Ribbon shall be entitled to an injunction, without the necessity of posting bond or other security therefor, restraining Consultant from disclosing, in whole or in part, the Confidential Information. Nothing herein shall be construed as prohibiting Ribbon from pursuing any other remedies, in addition to the injunctive relief available under this Section 2(b), for such breach or threatened breach, including the recovery of damages from Consultant. This confidentiality obligation shall survive the expiration or termination of this Agreement.

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I.	Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

II.	Use of Trade Secret Information in an Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

(c)	Removal and Return of Confidential Information. Except as expressly authorized in writing by Ribbon, Consultant will not make copies (hard copy or electronic) of Confidential Information. Consultant will immediately return to Ribbon all Confidential Information in Consultant’s possession or under Consultant’s control upon the request of Ribbon and upon expiration or termination of this Agreement.

(d)	Use of Confidential Information. Consultant will use the Confidential Information only to perform Services for Ribbon and will not use the Confidential Information for any other purpose, including without limitation, to conduct (or assist others in conducting) any business or activity that directly or indirectly competes with Ribbon.

(e)	Outside Information. If Consultant is subject to an agreement or obligation to protect another’s confidential or proprietary information from improper disclosure or use, Consultant will not disclose the protected confidential or proprietary information to Ribbon and will not induce Ribbon to use the confidential or proprietary information in breach of Consultant’s agreement or obligation.

3.	Inventions.

(a)

Ownership. During the term of this Agreement, Consultant may conceive, discover, create, develop or reduce to practice (either solely or jointly with others) inventions, processes, methods, designs, concepts, or other intellectual property or similar proprietary rights, whether patentable or not, that: (i) relate either to Ribbon’s current or contemplated business or to the Services performed by Consultant for Ribbon; (ii) relate to Ribbon’s actual or demonstrably anticipated research or development; (iii) result from any work performed by Consultant for Ribbon; (iv) involve the use of Ribbon’s equipment, supplies, facilities or trade secrets; (v) result from or are suggested by any work done by Ribbon or at Ribbon’s request, or any projects specifically assigned to Consultant; or (vi) result from Consultant’s access to any of Ribbon’s memoranda, notes, records, processes, technical information, source code, business plans, product road maps, drawings, sketches, models, customer lists, research results, data, formulae, specifications, inventions, equipment or other

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(b)	Disclosure and Assignment of Inventions. Consultant agrees to promptly and fully disclose all Inventions to Ribbon. Consultant hereby assigns and agrees to assign the Inventions, solely, exclusively, unconditionally, irrevocably, worldwide and in perpetuity to Ribbon.

(c)	Trade Secret Protection of Inventions. Consultant agrees that Ribbon has the right to keep and protect the Inventions as trade secrets. Further, Consultant has a duty of confidentiality with respect to all Inventions to Ribbon under Section 2(b) of this Agreement and under applicable law.

(d)

Patent Protection of Inventions. Consultant agrees that Ribbon also has the right to patent the Inventions. During or after the term of this Agreement, Consultant shall assist Ribbon in obtaining and enforcing United States, Canadian and foreign patents on any or all Inventions. Consultant shall provide all testimony and execute all documents (including declarations, forms, affidavits, and assignments) necessary to obtain and perfect all ownership and other rights, including patents, in and to the Inventions, to vest Ribbon with exclusive title to the Inventions, worldwide, and to protect the Inventions against infringement by others. Consultant hereby irrevocably appoints Ribbon as Consultant’s attorney to execute and undertake all acts, deeds and things in connection with the assignment of Inventions, including without limitation, the execution of all documents as may be required to give effect to the assignment set out above.

4.	Works of Authorship.

(a)

Ownership. Consultant acknowledges that all works of authorship, (including, without limitation, software programs, computer database rights, algorithms, programming codes, flow-charts, diagram, designs, artistic works, literary works, notes, source codes) relating to Consultant’s Services for Ribbon during the term of this Agreement are works “made for hire”, whether or not Consultant develops the works using Ribbon’s resources and facilities or at Ribbon’s direction. As a result, Ribbon owns all rights to the works of authorship, automatically, immediately, solely, exclusively, worldwide and in perpetuity, including any copyrights. Consultant recognizes and accepts that Ribbon may edit, copy, add to, take from, adapt, alter and translate the works (including the items mentioned above) and the product of the Services, at its sole discretion, in any manner whatsoever, in any format, medium or mode, now known or discovered in future.

(b)

Disclosure and Assignment of Copyrights. Consultant agrees to promptly and fully disclose all works of authorship to Ribbon. If, by operation of law or agreement, any of the works of authorship may not be considered a work “made for hire” (or if ownership of all rights in any of the works of authorship do not automatically vest exclusively in Ribbon), Consultant agrees to assign all rights to the work, including any copyrights, to Ribbon, irrevocably, unconditionally, worldwide and in perpetuity. In addition, Consultant irrevocably relinquishes and waives any moral rights in the works of authorship to and in favor of Ribbon.

(b)	Registration and Enforcement of Copyrights. During or after the term of this Agreement, Consultant agrees to assist Ribbon in obtaining and enforcing United

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(d)	Publication. Consultant will not disclose or submit any writings for publication or deliver any speech that contains any information relating to Ribbon’s business or to the Confidential Information without the advanced, written approval from an authorized representative of Ribbon.

5.	Non-Solicitation.

(a)

Non-Solicitation of Employees. During the term of this Agreement and for a period of one year following the expiration or termination of the Agreement, Consultant shall not hire, seek to hire, or in any way participate in an attempt to hire any Ribbon employee on Consultant’s own behalf or on behalf of another, and Consultant shall not in any other manner attempt to directly or indirectly influence, induce, or encourage a Ribbon employee to leave the employment of Ribbon.

(a)

Non-Solicitation of Customers and Business Relationships. During the term of this Agreement and for a period of one year following expiration or termination of the Agreement, Consultant will not directly or indirectly solicit, for the purpose of engaging in any business that is similar to Ribbon’s business, any individual or entity with whom Ribbon has or had a customer or business relationship during the term of the Agreement and with whom Consultant had contact by virtue of Consultant’s relationship position with Ribbon.

(b)

Interpretation. If any restriction set forth in Sections 5(a) and 4(b) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforced.

6.	Compliance with Laws and Ribbon’s Anti-Corruption Policy.

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7.	Indemnity.

8.	Termination.

(ii)

by either Party upon thirty (30) days written notice to the other Party. If written notice under this subsection is sent by overnight courier, termination shall be effective on the date that the notice is sent. If written notice under this subsection is sent by certified mail, termination shall be effective three (3) days after the date of mailing. If it is hand delivered then the termination would be effective on the date it is delivered to, and acknowledged by, that Party as having received the said notice. Consultant shall be entitled only to compensation accruing to and including the date of termination, and shall not be entitled to any other payments of any kind from Ribbon;

(iv)	by automatic termination. This Agreement terminates automatically, with no further action from either Party, if Consultant is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, or is unable to meet its obligations in the normal course of business, or if a receiver is appointed on account of Consultant’s insolvency.

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(i)	expiration or termination will not relieve Consultant of its obligations under Sections 2, 3, 4, 5 and 7; and

(ii)	expiration and termination will not relieve either Consultant or Ribbon from any liability arising from any breach of this Agreement antecedent to such expiration /termination.

9.	Enforcement.

(a)	Choice of Law. This Agreement shall be governed by the laws of the Commonwealth of Massachussetts without reference to any rules of conflict of laws thereof or of any other jurisdiction.

(b)	Forum. Any action arising from this agreement shall be brought in the state or federal courts having jurisdiction in Collin County, Texas. Both Parties agree to submit to jurisdiction in Collin County and agree that venue is proper in Collin County.

(c)	Injunctive Relief. Consultant recognizes that the obligations contained in this Agreement are reasonable and necessary to protect Ribbon’s business interests and that faithful observance of all terms of this Agreement is an essential condition to Consultant’s relationship with Ribbon. Because any breach of this Agreement would

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(d)	Attorneys’ Fees. The prevailing Party in any action brought under this Agreement will be entitled to reasonable attorneys’ fees, costs, and expenses.

10.	General Provisions.

(a)	Notice. Any notices under this Agreement shall be in writing and delivered (i) in person, (ii) by certified mail, postage prepaid, return receipt requested, or (iii) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall addressed as follows:

If to the Company:	4 Technology Park Drive

If to Consultant:	At the most recent personal address in the Company’s files

(b)

Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties and, accordingly, supersedes all prior understandings and agreements relating to the subject matter of this Agreement; provided that nothing herein supersedes or otherwise modifies any confidentiality, inventions assignment, proprietary information, or restrictive covenant obligations pursuant to any other agreement between Consultant and Ribbon.

(c)

Waiver and Amendment. The Parties may waive or amend a provision of this Agreement only if the waiver or amendment is in writing and executed by both Parties. The failure of either Ribbon or Consultant to insist upon performance of any provision of this Agreement shall not be construed as a waiver of future performance as required by that provision or any other provision of the Agreement. The forbearance shall have no effect on the Parties’ obligations under the Agreement.

(d)	Headings. The section numbers and headings in this Agreement are inserted for convenience only and shall have no legal effect in interpreting the Agreement.

(e)	Severability. If a provision of this Agreement is found to be unlawful or unenforceable in any respect, the courts shall enforce this Agreement to the fullest extent possible by modifying the provision to make it legal and enforceable, while preserving its intent.

(f)	Assignment. This Agreement shall be binding upon Consultant and shall inure to the benefit of Ribbon, its successors-in-business, and its assigns. Consultant shall not assign its rights or obligation under this Agreement without the prior written consent

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Ribbon Communications Operating Company, Inc.	David Walsh

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1.	I have reviewed this Annual Report on Form 10-K of Ribbon Communications Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Ribbon Communications Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.