CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SYCAMORE NETWORKS, INC. AS ADOPTED BY THE BOARD ON AUGUST 18, 2004 The Audit Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Sycamore Networks, Inc. (the "Company"). The purpose of the Committee is to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company, including, without limitation, (a) overseeing, or assisting the Board's oversight of, (i) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company, (ii) the integrity of the Company's financial statements, (iii) the Company's compliance with legal and regulatory requirements, (iv) the Company's independent auditors' qualifications and independence, and (v) the performance of the Company's independent auditors, and (b) preparing the report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement. The Committee shall be comprised of three or more directors as determined by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Nasdaq National Market (the "Nasdaq") and the Sarbanes – Oxley Act of 2002 (the ...