<PAGE> 1
Class B COMMON Class B COMMON
-------------- --------------
INRANGE(REGISTERED TRADEMARK)
INRANGE TECHNOLOGIES CORPORATION
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE CUSIP 45769V 20 6
----------------------------------------------------------------------------
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK,
$0.01 PAR VALUE, OF
----------------------INRANGE TECHNOLOGIES CORPORATION----------------------
(the "Corporation"), a Delaware corporation. The shares represented by this
certificate are transferable only on the stock transfer books of the
Corporation by the holder of record hereof or by the holder's duly authorized
attorney or legal representative, upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered
by the Corporation's transfer agent and registrar.
IN WITNESS WHEREOF the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto fixed.
DATED:
/s/ Kenneth H. Koch INRANGE TECHNOLOGIES /s/ Gregory R. Grodhaus
SECRETARY CORPORATION PRESIDENT AND CHIEF
CORPORATE SEAL EXECUTIVE OFFICER
APPEARS HERE
COUNTERSIGNED AND REGISTERED:
EquiServe Trust Company, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares and
upon the holders thereof as established, from time to time, by the Articles
of Incorporation of the Corporation and by any certificate of
determination, and the number of shares constituting each class and series
and the designations thereof, may be obtained by the holder hereof upon
written request and without charge from the Secretary of the Corporation at
its corporate headquarters.
The following abbreviations, when used in the inscription on the face
<PAGE> 2
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT -as tenants by the entireties -------- --------
JT TEN -as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
------------------------
(State)
UNIF TRF MIN ACT- Custodian (until age )
-------- ------- --------
(Cust) (Minor) (Minor)
under Uniform Transfers to Minors Act
-----------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER UNTO
--------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------
[ ]
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
SHARES
------------------------------------------------------------------------
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
ATTORNEY
<PAGE> 3
----------------------------------------------------------------------
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED
------------------
X
--------------------------------------------------------------
X
--------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed:
By
------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANK, STOCKHOLDERS SAVINGS
AND LOAN ASSOCIATION AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17AD-15.
