SEC Filing - Extreme Networks, Inc.

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sc13da106297072_07202010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.1 )1

Extreme Networks, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

30226D106

(CUSIP Number)

JEFFREY C. SMITH

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7955

STEVE WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 20, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,696,646
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,696,646
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,696,646
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS OPTIMUM INVESTMENTS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 127,235
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 127,235
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,235
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS NAVIGATION MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 414,819
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 414,819
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON COWEN OVERSEAS INVESTMENT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 41,300
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 41,300
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 414,819
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 414,819
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 414,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 583,354
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 583,354
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,354
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,696,646
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,696,646
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,696,646
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,280,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,280,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,280,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,280,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,280,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,280,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,280,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,280,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 5,280,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 5,280,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 5,280,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 5,280,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 5,280,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 5,280,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 5,280,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 5,280,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,280,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON RAGHU RAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -1
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -1
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 30226D106

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -1
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -1
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 30226D106

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth. Cowen Overseas Investment LP, Raghu Rau and Jeffrey C. Smith are hereby added as Reporting Persons to the Schedule 13D.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Cowen Overseas Investment LP is a Cayman Islands limited partnership (“COIL”). The principal business of COIL is serving as a private investment fund. COIL has been formed for the purpose of making equity and debt investments. Ramius Advisors is the general partner of COIL. The address of the principal office of COIL is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.

Raghu Rau (“Mr. Rau ”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as a strategic advisor specializing in global marketing and business strategy and venture capital and market development for high technology early revenue companies. The principal business address of Mr. Rau is 5632 Rutgers Road, La Jolla, California 92037. Mr. Rau is a citizen of the United States of America.

Jeffrey C. Smith (“Mr. Smith ”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as Partner Managing Director of Ramius LLC. The principal business address of Mr. Smith is c/o Ramius LLC, 599 Lexington Avenue, 20th Floor, New York, New York 10022. Mr. Smith is a citizen of the United States of America.

(d) None of COIL, Messrs. Rau or Smith has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of COIL, Messrs. Rau or Smith has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Additionally, since the filing of the Schedule 13D RCG Starboard Advisors, LLC has changed its name to Ramius Value and Opportunity Advisors LLC (“Value and Opportunity Advisors”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 5,280,000 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL is approximately $14,098,142, excluding brokerage commissions.

CUSIP NO. 30226D106

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On July 20, 2010, in accordance with the terms of the Issuer’s Bylaws, Value and Opportunity Master Fund delivered a letter to the Issuer (i) nominating Messrs. Rau and Smith, as set forth therein, for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2010 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”) and (ii) submitting a business proposal for consideration at the Annual Meeting. The non-binding business proposal for consideration by the stockholders at the Annual Meeting seeks stockholder approval of a request for the Board to take the necessary steps to declassify the Board so that all directors are elected on an a nnual basis, with such declassification to be completed in the most expeditious manner permitted under the Delaware General Corporation Law (the “Business Proposal”). A copy of the letter is attached hereto as Exhibit 99.5 and is incorporated herein by reference. The Reporting Persons intend to engage in discussions with the Issuer regarding matters in connection with the nominations of Messrs. Rau and Smith, the Business Proposal and the Annual Meeting.

In addition, on July 20, 2010, Value and Opportunity Master Fund delivered a letter to the Issuer submitting a proposal and supporting statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for inclusion in the Issuer’s proxy statement relating to the Annual Meeting (the “14a-8 Proposal”). A copy of the 14a-8 Proposal letter is attached as Exhibit 99.6 and is incorporated herein by reference. The 14a-8 Proposal seeks stockholder approval of a request for the Board to take the necessary steps to declassify the Board so that all directors are elected on an annual basis, with such declassification to be completed in the most expeditious manner permitted under the De laware General Corporation Law.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 89,997,231 Shares outstanding, as of April 25, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 30, 2010.

A.	Value and Opportunity Master Fund

(a)

As of close of the close of business on July 21, 2010, Value and Opportunity Master Fund beneficially owned 4,696,646 Shares.

Percentage: Approximately 5.2%.

(b)

1. Sole power to vote or direct vote: 4,696,646

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,696,646

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Navigation Master Fund

(a)

As of the close of business on July 21, 2010, Navigation Master Fund beneficially owned 414,819 Shares.

Percentage: Less than 1%.

CUSIP NO. 30226D106

(b)

1. Sole power to vote or direct vote: 414,819

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 414,819

4. Shared power to dispose or direct the disposition: 0

(c)

Navigation Master Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.

ROIL

(a)

As of the close of business on July 21, 2010, ROIL beneficially owned 127,235 Shares.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 127,235

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 127,235

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by ROIL since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

COIL

(a)

As of the close of business on July 21, 2010, COIL beneficially owned 41,300 Shares.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 41,300

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 41,300

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by COIL since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.	Enterprise Master Fund

(a)

Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 414,819 Shares owned by Navigation Master Fund.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 414,819

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 414,819

4. Shared power to dispose or direct the disposition: 0

(c)

Enterprise Master Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.

CUSIP NO. 30226D106

F.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of Navigation Master Fund, the managing member of ROIL and the general partner of COIL, may be deemed the beneficial owner of the (i) 414,819 Shares owned by Navigation Master Fund, (ii) 127,235 Shares owned by ROIL and (iii) 41,300 Shares owned by COIL.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 583,354

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 583,354

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of ROIL and COIL are set forth in Schedule A and are incorporated herein by reference.

G.	Value and Opportunity Advisors

(a)

Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund may be deemed the beneficial owner of the 4,696,646 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 5.2%.

(b)

1. Sole power to vote or direct vote: 4,696,646

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,696,646

4. Shared power to dispose or direct the disposition: 0

(c)

Value and Opportunity Advisors has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.

Ramius

(a)

Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

(b)

1. Sole power to vote or direct vote: 5,280,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,280,000

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

CUSIP NO. 30226D106

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

(b)

1. Sole power to vote or direct vote: 5,280,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,280,000

4. Shared power to dispose or direct the disposition: 0

(c)

Cowen has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

J.	RCG Holdings

(a)

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

(b)

1. Sole power to vote or direct vote: 5,280,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,280,000

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

CUSIP NO. 30226D106

(b)

1. Sole power to vote or direct vote: 5,280,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 5,280,000

4. Shared power to dispose or direct the disposition: 0

(c)

C4S has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

L.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 5,280,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 5,280,000

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

M.	Messrs. Rau and Smith

(a)

As of the close of business on July 21, 2010 neither of Messrs. Rau or Smith directly owned any Shares. Each of Messrs. Rau and Smith, as members of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed the beneficial owner of the (i) 4,696,646 Shares owned by Value and Opportunity Master Fund, (ii) 414,819 Shares owned by Navigation Master Fund, (iii) 127,235 Shares owned by ROIL and (iv) 41,300 Shares owned by COIL.

Percentage: Approximately 5.9%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 5,280,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 5,280,000

(c)

Neither of Messrs. Rau or Smith has entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund, ROIL and COIL are set forth on Schedule A and incorporated herein by reference.

CUSIP NO. 30226D106

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On July 22, 2010, Value and Opportunity Master Fund, Navigation Master Fund, ROIL, COIL, Enterprise Master Fund, Ramius Advisors, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Raghu Rau and Jeffrey C. Smith (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Group agreed to solicit proxies or written consents for the election of the persons nominated by Value and Opportunity Master Fund to the Issuer’s Board of Directors at the Annual Meeting (the “Solicitation”), and (c) Value and Opportunity Master Fund, N avigation Master Fund, ROIL and COIL agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference

Pursuant to a letter agreement, Value and Opportunity Master Fund has agreed to indemnify Mr. Rau against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Value and Opportunity Advisors has agreed to compensate Mr. Rau for being named as and serving as a nominee for election as a director of the Issuer pursuant to a letter agreement (the “Compensation Letter Agreement”). Pursuant to the terms of the Compensation Letter Agreement, Value and Opportunity Advisors has agreed to pay Mr. Rau (i) $10,000 in cash upon the submission of the Nomination Letter and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to a solicitation of proxies in favor of Mr. Rau’s election as a director at the Annual Meeting. Pursuant to the Compensation Letter Agreement, Mr. Rau agrees to use such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Mr. Ra u shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, Mr. Rau agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two years of his election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, Mr. Rau may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibits:

Exhibit 99.1

Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Raghu Rau and Jeffrey C. Smith, dated July 22, 2010.

Exhibit 99.2

Form of Indemnification Letter Agreement.

Exhibit 99.3

Form of Compensation Letter Agreement.

Exhibit 99.4

Power of Attorney

Exhibit 99.5

Nomination and Business Proposal Letter, dated July 19, 2010

Exhibit 99.6

14a-8 Shareholder Proposal Letter, dated July 19, 2010

CUSIP NO. 30226D106

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 22, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: Ramius Value and Opportunity Advisors LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC

By: Ramius LLC,

its sole member

RAMIUS OPTIMUM INVESTMENTS LLC

By: Ramius Advisors, LLC,

its managing member

COWEN OVERSEAS INVESTMENT LP

By: Ramius Advisors, LLC,

its general partner

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.

By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman

OWEN S. LITTMAN

As attorney-in-fact for Jeffrey M. Solomon,

Peter A. Cohen, Morgan B. Stark, Thomas W.

Strauss and Raghu Rau

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

CUSIP NO. 30226D106

SCHEDULE A

Transactions in the Shares Since the filing of the Schedule 13D

Shares of Common Stock Purchased	Price Per Share($)	Date of Purchase
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
9,538	2.7936	06/23/2010
76,320	2.6897	06/30/2010
75,000	2.7072	07/01/2010
48,900	2.6814	07/01/2010
RAMIUS OPTIMUM INVESTMENTS LLC
1,060	2.7936	06/23/2010
8,480	2.6897	06/30/2010
COWEN OVERSEAS INVESTMENT LP
25,000	2.7072	07/01/2010
16,300	2.6814	07/01/2010

ex991to13da106297072_072010.htm

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Extreme Networks, Inc., a Delaware Corporation (the “Company”);

WHEREAS, Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”), Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”), Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company, Ramius Advisors, LLC, a Delaware limited liability company, Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company, Ramius LLC, a Delaware limited liability company (“Ramius”), Cowen Group, Inc., a Delaware corporation, RCG Holdings LLC, a Delaware limited liability company, C4S & Co., L.L.C., a Delaware limited liability company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Raghu Rau and Jeffrey C. Smith wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2010 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2010 Annual Meeting”), seeking stockholder approval of a business proposal at the 2010 Annual Meeting requesting the Board take the necessary steps to declassify the Board and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 22nd day of July 2010 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Ramius or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2010 Annual Meeting, (ii) soliciting proxies or written consents for approval of the business proposal at the 2010 Annual Meeting requesting the Board take the necessary steps to declassify the Board, (iii) taking such other actions as the parties deem advisable, and (iv) taking all other action necessary or advisable to achieve the foregoing.

4. Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL based on the number of Shares in the aggregate beneficially owned by each of Value and Opportunity Master Fund, Navigation Master Fund, ROIL and COIL on the date hereof.

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Ramius, or its representatives, which approval shall not be unreasonably withheld.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and Ramius and its affiliates relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: Ramius Value and Opportunity Advisors LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC

By: Ramius LLC,

its sole member

RAMIUS OPTIMUM INVESTMENTS LLC

By: Ramius Advisors, LLC,

its managing member

COWEN OVERSEAS INVESTMENT LP

By: Ramius Advisors, LLC,

its general partner

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.

By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman

OWEN S. LITTMAN

As attorney-in-fact for Jeffrey M. Solomon,

Peter A. Cohen, Morgan B. Stark, Thomas W.

Strauss and Raghu Rau

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

ex992to13da106297072_072010.htm

Exhibit 99.2

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

July __, 2010

___________

Re: Extreme Networks, Inc.

Dear:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Extreme Networks, Inc. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

The members of the Ramius Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Ramius Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Ramius Group’s obligations hereunder shall not apply to any of your acti ons or omissions as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Ramius Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ramius Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ramius Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Ramius Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Ramius Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of yo u from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Ramius Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Ramius Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Ramius Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ramius Group so that the Ramius Group or any member thereof may seek a protective order or other appropriate remedy or, in the Ramius Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Ramius Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ramius Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as con fidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Ramius Group and, upon the request of a representative of the Ramius Group, all such information shall be returned or, at the Ramius Group’s option, destroyed by you, with such destruction confirmed by you to the Ramius Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

ACCEPTED AND AGREED:

______________________

[NOMINEE]

ex993to13da106297072_072010.htm

Exhibit 99.3

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

July __, 2010

___________

Dear:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Extreme Networks, Inc. (the “Company”) at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

In consideration of your agreement to be named and serve as nominee of the Ramius Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $10,000 in cash upon the Ramius Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that you sh all determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: RCG Starboard Advisors, LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

Accepted and Agreed to:

____________________

[NOMINEE]

ex994to13da106297072_072010.htm

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Extreme Networks, Inc. (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2010 annual meeting of stockholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Sec tion 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of July 2010.



	/s/ Raghu Rau
	RAGHU RAU

ex995to13da106297072_072010.htm

Exhibit 99.5

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

July 19, 2010

BY FEDEX AND FACSIMILE

Extreme Networks, Inc.

3585 Monroe Street

Santa Clara, California 95051

Attn: Corporate Secretary

Re:

Notice of Shareholder Nomination of Individuals for Election as Directors and Submission of a Business Proposal at the 2010 Annual Meeting of Stockholders of Extreme Networks, Inc.

Dear Sir or Madam:

This letter serves as notice to Extreme Networks, Inc., a Delaware corporation (“EXTR”), as to the nomination by Ramius Value and Opportunity Master Fund Ltd, an exempted company organized under the laws of the Cayman Islands (“Ramius” or the “Nominating Stockholder”), of nominees for election to the Board of Directors of EXTR (the “Board”) at the 2010 annual meeting of shareholders of EXTR, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2010 Annual Meeting”), and the submission of a business proposal for consideration at the 2010 Annual Meeting.

This letter and all Exhibits attached hereto are collectively referred to as the “Notice.” As of the date of this Notice, Ramius was the beneficial owner of 5,280,000 shares of Common Stock, $.001 Par Value (the “Common Stock”), of EXTR, 1,000 shares of which are held in record name. Through this Notice, Ramius hereby notifies you of its intent to (i) nominate Raghu Rau and Jeffrey C. Smith as nominees (the “Nominees”) to be elected to the Board at the 2010 Annual Meeting and (ii) submit a non-binding business proposal for consideration by the stockholders at the 2010 Annual Meeting seeking stockholder approval of a request for the Board to take the necessary steps to declassify the Board so that all directors are elected on an annual basis (the “Business Proposal”).

Ramius believes that the terms of two (2) Class III directors currently serving on the Board expire at the 2010 Annual Meeting. To the extent that there are in excess of two (2) vacancies on the Board to be filled by election at the 2010 Annual Meeting or EXTR increases the size of the Board above its existing size, Ramius reserves the right to nominate additional nominees to be elected to the Board at the 2010 Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Ramius that any attempt to increase the size of the current Board or to reconstitute or reconfigure the classes on which the current directors serve constitutes an unlawful manipulation of EXTR’s corporate machinery. If this Notice shall be deemed for any reason by a cour t of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees nominated by Ramius at the 2010 Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Ramius.

Below please find information required by the Amended and Restated Bylaws of EXTR (the “Bylaws”) in connection with the nominations and the submission of the Business Proposal. In addition, reference is made to the Schedule 13D initially filed by Ramius and certain of its affiliates on June 23, 2010, as it may be amended from time to time, as filed and to be filed with the Securities and Exchange Commission (“SEC”). Such information contained therein is deemed incorporated by reference herein and, accordingly, all information contained in this Notice is deemed to be supplemented thereby.

THE NOMINATIONS

(i)

The name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated:

Stockholder Name	Address

Ramius Value and Opportunity Master Fund Ltd	c/o RCG Starboard Advisors, LLC 599 Lexington Avenue, 20th Floor New York, New York 10022

Nominee Name	Address

Jeffrey C. Smith	c/o Ramius LLC, 599 Lexington Avenue, 20th Floor New York, New York 10022
Raghu Rau	5632 Rutgers Road La Jolla, California 92037

(ii)

A representation that the stockholder is a holder of record of stock of EXTR entitled to vote for the election of Directors on the date of such notice and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice:

Ramius hereby represents that it is the holder of 1,000 shares of Common Stock of record entitled to vote at the 2010 Annual Meeting on the date hereof and intends to appear in person or by proxy at the 2010 Annual Meeting to nominate the Nominees.

(iii)

A description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder:

Ramius and certain of its affiliates have signed or intend to sign a letter agreement pursuant to which they agree to indemnify Mr. Rau against claims arising from the solicitation of proxies from EXTR stockholders in connection with the 2010 Annual Meeting and any related transactions.

In addition, Ramius has signed or intends to sign a compensation letter agreement with Mr. Rau pursuant to which Ramius agrees to pay Mr. Rau: (i) $10,000 in cash upon the submission of this letter by Ramius to EXTR and (ii) $10,000 in cash upon the filing of a definitive proxy statement with the SEC relating to the solicitation of proxies in favor of the election of Messrs. Rau and Smith as directors at the 2010 Annual Meeting. Pursuant to the compensation letter agreements, Mr. Rau has agreed to use such compensation to acquire securities of EXTR (the “Nominee Shares”) at such time that he shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, Mr. Rau agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of his election or appointment as a director; provided, however, in the event that EXTR enters into a business combination with a third party, Mr. Rau may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

Other than as stated above, there are no arrangements or understandings between Ramius and the Nominees or any other person or persons pursuant to which the nominations described herein are to be made.

(iv)

Such other information regarding each of the Nominees proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended:

Raghu Rau (Age 61) is a strategic advisor specializing in global marketing and business strategy and venture capital and market development for high technology early revenue companies. Mr. Rau has served on the Board of Directors of Microtune, Inc., a receiver solutions company that designs and markets advanced radio frequency (RF) and demodulator electronics for worldwide customers, since May 2010. Mr. Rau has served on the Board of Directors of SeaChange International, Inc., a provider of software applications, services and integrated solutions for video-on-demand (VOD), digital advertising, and content acquisition monetization and management, since July 2010. Mr. Rau currently serves on the Marketing Advisory Board of Cleversafe, Inc., a leader in dispersed da ta storage technologies and on the Strategic Advisory Board of IOCOM Integrated Communications, a provider of software and related services to companies, research labs, and government institutions. Mr. Rau served as Senior Vice President of the Mobile TV Solutions Business of Motorola, Inc. (“Motorola”), a leading provider of technologies, products and services in the communications industry, from May 2007 until January 2008, and as Senior Vice President of Strategy and Business Development, Networks & Enterprise of Motorola from March 2006 until May 2007. Mr. Rau served as Corporate Vice President of Global Marketing and Strategy for Motorola from 2005 until 2006 and as Corporate Vice President, Global Marketing from 2001 until 2005 and also led the Professional Services business for the Networks organization. From October 1992 until 2001, Mr. Rau served in various positions within Motorola, including as Vice President of Strategic Business Planning and Vice President of Sa les Operations and held positions in Asia and Europe. Mr. Rau is a former Chairman of the QuEST Forum, a collaboration of service providers and suppliers dedicated to telecom supply chain quality and performance, and was a Director of the Center for Telecom Management at the University of Southern California. Mr. Rau also served on the Motorola Partnership Board of France Telecom. Mr. Rau is the recipient of the 2007 Motorola CEO Top Leadership Award. He is also the recipient of the Motorola CEO Quality award for his leadership role in the Canopy Wireless Broadband business. Mr. Rau holds a Bachelor degree in Engineering from the University of Mysore, India and an MBA from the Indian Institute of Management in Ahmedabad. His extensive experience in a variety of industries, together with his management experience in a variety of roles enable Mr. Rau to provide the Company with valuable financial and executive insights and make him well qualified to sit on the Company’s Board. The principal business address of Mr. Rau is 5632 Rutgers Road, La Jolla, California 92037. As of the date hereof, Mr. Rau does not directly own any securities of EXTR nor has he made any direct purchases or sales of any securities of EXTR during the past two years.

Jeffrey C. Smith (age 37) is a Partner Managing Director of Ramius LLC. He is responsible (along with Morgan Stark) for overseeing the firm’s multi-strategy investment platform and is the Chief Investment Officer of the Ramius Value and Opportunity Fund. Mr. Smith is also a member of Cowen Operating Committee and Cowen Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development for The Fresh Juice Company, Inc. While at Fresh Juice, Mr. Smith helped orchestrate three acquisitions quadrupling sales and doubling market value. He later initiated and completed the sale of The Fresh Juice Company to The Saratoga Beverage Group, Inc. He is currently the Chairman of the Board of Phoenix Technologies Ltd., a provider of core systems software products, services and embedded technologies, where he has served as a director since November 2009. He also has served as a director of Actel Corporation, a provider of power management solutions, since March 2009. Mr. Smith is a former member of the Board of Directors of S1 Corporation, Kensey Nash Corp., The Fresh Juice Company, Inc., and Jotter Technologies, Inc., an Internet infomediary company. Mr. Smith is also a member of the Management Committee for Register.com, which provides Internet domain name registration services. He began his career in the Mergers and Acquisitions department at Société Générale. Mr. Smith is a General Securities Registered Representative. As co-head of Ramius’s multi-strategy investment platform, Mr. Smith oversee all of Ramius’s equity and equity-related investing strategies, which requires a thorough understanding of various global markets, economic developments, and fiscal polic y. As the Chief Investment Officer of Ramius Value and Opportunity Fund, he has significant experience evaluating companies from a financial, operational, and strategic perspective to identify inefficiencies and the resulting opportunities for value creation. Mr. Smith has particular expertise in assessing companies’ balance sheets and capital structures to determine the best means of raising capital for growth or recapitalizing stressed situations. His extensive experience in a variety of industries together with his management experience in a variety of roles enable Mr. Smith to provide the Company with valuable financial and executive insights and make him well qualified to sit on the Company’s Board. The principal business address of Mr. Smith is c/o Ramius, LLC, 599 Lexington Avenue, 20th Floor, New York, New York 10022. As of the date hereof, Mr. Smith does not directly own any securities of EXTR nor has he made any direct purchases or sales of any securities of EXTR during the past two years.

Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of EXTR; (iii) no Nominee owns any securities of EXTR which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of EXTR during the past two years; (v) no part of the purchase price or market value of the securities of EXTR owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of EXTR, inclu ding, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of EXTR; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of EXTR; (ix) no Nominee or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of EXTR’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which EXTR or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by EXTR or its affiliates, or with respect to any future transactions to which EXTR or any of its affiliates will or may be a party; and (xi) no Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting. There are no material proceedings to which any Nominee or any of his associates is a party adverse to EXTR or any of its subsidiaries or has a material interest adverse to EXTR or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(6) of Regulation S-K of the Exchange Act occurred during the past five years.

Each Nominee, as a member of a “group” with Ramius and its affiliates for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 5,280,000 Shares owned in the aggregate by Ramius and its affiliates. Each Nominee disclaims beneficial ownership of all such Shares.

(v)

The consent of each of the Nominees to serve as a director of EXTR if so elected:

Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by Ramius in connection with the solicitation of proxies from EXTR stockholders in connection with the 2010 Annual Meeting and to serve as a director of EXTR, if so elected. Such consents are attached hereto as Exhibit A.

THE BUSINESS PROPOSAL

(i)

A brief description of the business desired to be brought before the annual or special meeting and reasons for conducting such business at the meeting:

Through this Notice, Ramius is submitting a non-binding proposal requesting that the EXTR Board take the steps necessary to eliminate the classification of the EXTR Board and to require that all directors stand for election annually. EXTR’s Charter currently requires that the Board be divided into three classes having staggered three-year terms. The non-binding proposal seeks for the declassification to be accomplished in the most expeditious manner available under the Delaware General Corporation Law.

Proposed Resolution:

RESOLVED, that the stockholders of Extreme Networks, Inc. request that the Board of Directors take the necessary steps to declassify the Board of Directors and to require that all directors stand for election annually. The Board declassification shall be done in the most expeditious manner available under the Delaware General Corporation Law.

Reasons for Conducting Such Business:

Ramius believes the election of directors is the most powerful way that stockholders can influence the strategic direction of a public company. Currently, the EXTR Board is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board is not in the best interests of EXTR and its stockholders because it reduces accountability and is an unnecessary anti-takeover device. The elimination of the staggered board would require each director to stand for election annually. We believe that such annual accountability would serve to keep directors closely focused on the performance of top executives and on maximizing stockholder value. A classified board protects the incumbency of the board and current management, which in turn limits accountability to stockholders. It is our beli ef that EXTR’s corporate governance procedures and practices, and the level of management accountability they impose, are related to the financial performance of the Company. We believe sound corporate governance practices, such as the annual election of directors, will impose the level of management accountability necessary to help insure that a good performance record continues over the long term.

(ii)

The name and address, as they are believed to appear on the Corporation’s books, of the stockholder proposing such business:

Stockholder Name	Address

Ramius Value and Opportunity Master Fund Ltd	c/o RCG Starboard Advisors, LLC 599 Lexington Avenue, 20th Floor New York, New York 10022

(iii)

The class and number of shares of the Corporation which are beneficially owned by the stockholder:

As of the date hereof, Ramius is the beneficial owner of 5,280,000 shares of EXTR’s Common Stock, par value $0.001.

(iv)

Any material interest of the stockholder in such business:

Other than as stated herein, Ramius does not have any material interest in the Business Proposal.

* * *

Please address any correspondence to Ramius Value and Opportunity Master Fund Ltd, Attention: Owen S. Littman, telephone (212) 201-4841, facsimile (212) 845-7986 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222). The giving of this Notice is not an admission that any purported procedures for notice concerning the nomination of directors to the Board and submission of business proposals are legal, valid or binding, and Ramius reserves the right to challenge their validity. If EXTR contends this Notice is incomplete or is otherwise deficient in any respect, p lease notify Ramius, Attention: Owen S. Littman, telephone (212) 201-4841, facsimile (212) 845-7986 (with a copy to our counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222) setting forth the facts that EXTR contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, Ramius will assume that EXTR agrees that this Notice complies in all respects with the requirements of the Bylaws. Ramius reserves the right to withdraw or modify this Notice at any time.

	Very truly yours,

	RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

	By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

ex996to13da106297072_072010.htm

Exhibit 99.6

July 19, 2010

BY E-MAIL, FACSIMILE & HAND DELIVERY

Extreme Networks, Inc.

3585 Monroe Street

Santa Clara, California 95051

Attn: Corporate Secretary

Re:

Submission of Proposal pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended, for the 2010 Annual Meeting of Stockholders of Extreme Networks, Inc.

Dear Sir or Madam:

Ramius Value and Opportunity Master Fund Ltd (the “Proposing Stockholder”) is submitting pursuant to Rule 14a-8 the proposal and supporting statement attached hereto as Exhibit A for inclusion in the proxy statement of Extreme Networks, Inc. (the “Company”) relating to the 2010 annual meeting of stockholders of the Company (the “Annual Meeting”).

As of the date hereof, the Proposing Stockholder is the beneficial owner of 5,280,000 shares of common stock of the Company (the “Shares”). Over $2,000 in market value of the Shares are currently held in the Proposing Stockholder’s brokerage account with Credit Suisse (USA) LLC (“BROKER”). Cede & Co., as the nominee of The Depository Trust Company, is the holder of record of the Shares. As of the date hereof, the Proposing Stockholder has continuously held at least $2,000 in market value of the Company’s securities entitled to be voted on the proposal for at least one year, as evidenced by the letter from Credit Suisse (USA) LLC attached hereto as Exhibit B, and intends to hold at least $2,000 in ma rket value of the Company’s securities through the date of the Annual Meeting.

A representative of the Proposing Stockholder will appear in person at the Annual Meeting to present the resolution.

This notice is submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended. The Proposing Stockholder will assume the attached resolution and supporting statement will be included in the Company’s proxy material for the Annual Meeting unless advised otherwise in writing (with a copy to the Proposing Stockholder’s counsel in this matter, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Steve Wolosky, Esq., telephone (212) 451-2333, facsimile (212) 451-2222).

	Very truly yours,

	RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

	By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

EXHIBIT A

Proposal:

RESOLVED, that the stockholders of Extreme Networks, Inc. (“EXTR”) hereby request that the Board of Directors of EXTR (the “Board”) take the necessary steps to declassify the Board so that all directors are elected on an annual basis. Such declassification shall be completed in the most expeditious manner permitted under the Delaware General Corporation Law.

Supporting Statement:

Currently, the EXTR Board is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board is not in the best interests of EXTR and its stockholders because it reduces accountability and is an unnecessary anti-takeover device. The elimination of the staggered board would require each director to stand for election annually. We believe that such annual accountability would serve to keep directors closely focused on the performance of top executives and on maximizing stockholder value.

A classified board protects the incumbency of the board and current management, which in turn limits accountability to stockholders. It is our belief that EXTR’s corporate governance procedures and practices, and the level of management accountability they impose, are related to the financial performance of the Company.

Over the last three and five year periods, EXTR has materially underperformed both the Russell 2000 Index and the NASDAQ Composite Index by an average of 12.7% and 40.0% respectively. We believe that this significant underperformance is a direct result of the Company’s lack of profitability, poor management execution and a misguided growth strategy, all overseen by the current Board. Given the Board’s history of weak oversight and poor judgment, we have serious concerns about the ability and willingness of the current Board to make the necessary structural and operational changes that we believe are required in order to maximize stockholder value.

We firmly believe that although this proposal is non-binding in nature, it will serve as a referendum for stockholders to demonstrate their strong dissatisfaction with the performance of the current members of the Board of Directors and encourage board accountability to its stockholders.

At last year’s annual meeting, EXTR’s director nominees ran unopposed yet 12% of stockholders chose to withhold their votes for those nominees. We believe this reflects a deep dissatisfaction with the Board and the direction of EXTR.

Stockholders should have the opportunity to annually evaluate and replace ineffective and underperforming directors in order to keep the Board focused on performance and maximizing stockholder value.

For a greater voice in the corporate governance of EXTR and to increase the accountability of the Board to stockholders, we urge you to vote FOR this proposal to declassify the Board.

EXHIBIT B