Common use of TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS Clause in Contracts

TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:___________________________ Name:_________________________ Title:________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Corporate Trust Department 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 4.75% CONVERTIBLE SUBORDINATED NOTES DUE JULY 1, 2007 OF MERCURY INTERACTIVE CORPORATION (THE "SECURITIES") Reference is made to the Indenture, dated as of July 3, 2000 (the "Indenture"), from Mercury Interactive Corporation (the "Company") to State Street Bank and Trust Company of California, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 000000XX0 CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Securities Act Exemption exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ___________ ------------------------ (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By:___________________________ : -------------------------------- Name:_________________________ : ------------------------------- Title:________________________ : ----------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Corporate Trust Department 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx-- LCC6 2 Avenue de Lafayette, XX 00000 6th Floor Boston, MA 02111 RE: 4.755.25% CONVERTIBLE SUBORDINATED NOTES DUE JULY 1XXXXXXXXXXX XXXXXXXXXXXX XXXXX XXX XXXXXXXX 00, 2007 0006 OF MERCURY INTERACTIVE CORPORATION ATMI, INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of July 3November 13, 2000 2001 (the "Indenture"), from Mercury Interactive Corporation ATMI, INC. (the "Company") to State Street Bank and Trust Company of California, N.A.STATE STREET BANK AND TRUST COMPANY, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 000000XX0 00207RAA9 CERTIFICATE No(s). _________________ The person in whose Persox xx xxxxe name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ______________ -------------- (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.)) By: -------------------------------- Name: ------------------------------- Title: ----------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX C -- Form of Surrender Certificate In connection with the certification contemplated by Section 12.2 or 15.3(9) of the Indenture relating to compliance with certain restrictions relating to transfers of Restricted Securities, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and Goldman, Sachs & Co.: CERTIFICATE ATMI, INC.

TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________ Name:___________________________ Title:__________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of California, N.A. Corporate Trust Department Library Tower 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 4.754% CONVERTIBLE SUBORDINATED NOTES DUE JULY 1DECEMBER 15, 2007 2006 OF MERCURY INTERACTIVE CORPORATION BEA SYSTEMS, INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of July 3December 15, 2000 1999 (the "Indenture"), from Mercury Interactive Corporation BEA Systems, Inc. (the "Company") to State Street Bank and Trust Company of California, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 000000XX0 073325 AD 4 CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)

TRANSFERS PURSUANT TO OTHER SECURITY ACT EXEMPTIONS. If the transfer is being effected pursuant to a Security Act Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ___________ -------------------- 111 Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:___________________________ : ---------------------------------------------- Name:_________________________ : -------------------------------------------- Title:________________________ : ------------------------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX B -- Form of Unrestricted Securities Certificate UNRESTRICTED SECURITIES CERTIFICATE (For removal of Restricted Securities Legend pursuant to Section 3.5(3)) State Street Bank and Trust Company of CaliforniaNORWEST BANK MINNESOTA, N.A. NATIONAL ASSOCIATION Corporate Trust Department 333 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxx 0xx Xxxxxx - 00xx Xxxxx Xxx Xxxxxxx, XX 00000 RE: 4.755% CONVERTIBLE SUBORDINATED NOTES DUE JULY APRIL 1, 2007 OF MERCURY INTERACTIVE CORPORATION REDBACK NETWORKS INC. (THE "SECURITIES") Reference is made to the Indenture, dated as of July 3March 29, 2000 (the "Indenture"), from Mercury Interactive Corporation Redback Networks Inc. (the "Company") to State Street Bank and Trust Company of CaliforniaNORWEST BANK MINNESOTA, N.A.NATIONAL ASSOCIATION, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No. 000000XX0 [_________] CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be exchanged for Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Securities were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with all applicable securities laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)113