Amendment No. 1 to Rights Agreement (July 3rd, 2017)

This AMENDMENT NO. 1, dated as of July 2, 2017 (this Amendment), to the Rights Agreement, dated as of January 26, 2016 (the Rights Agreement), by and between MRV Communications, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent). Capitalized terms used but not defined in this Amendment have the meanings specified in the Rights Agreement.

Rights Agreement (January 27th, 2016)

Rights Agreement, dated as of January 26, 2016 (this "Agreement"), between MRV Communications, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the "Rights Agent").