Prepared by R.R. Donnelley Financial -- Form of Redback Networks Inc. Common Stock Certificate




 EXHIBIT 4.10 
  

	 COMMON
 STOCK
	  	 	  	 COMMON
 STOCK


  

	 NUMBER
 SMS 10134
	 	

	 	 SHARES
  

			
	 INCORPORATED UNDER THE LAWS OF THE
 STATE OF DELAWARE
	 	 	 	 SEE REVERSE FOR CERTAIN DEFINITIONS

 CUSIP 757209 10 1

			
	 THIS CERTIFIES THAT
  
  
  
  
  
  
 is the owner
of
	 	  
 SPECIMEN
  
  
  
  
	 	 

 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0001 PER SHARE, OF 

 
 REDBACK NETWORKS 
  
 (hereinafter called the “Company”) transferable on the books of the Company by said
owner hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of
Incorporation and all amendments thereto, copies of which are on file at the office of the Transfer Agent, all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar. 
  
 WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. 
  

	 Dated:
  
  
  

 SENIOR VICE PRESIDENT OF FINANCE
 AND CHIEF
FINANCIAL OFFICER
	 	 REDBACK NETWORKS
  
 SEAL
 AUG. 30,
 1996
  
 DELAWARE
  
	 	
 PRESIDENT AND CHIEF EXECUTIVE
OFFICER

	©SECURITY COLUMBIAN            UNITED STATES BANKNOTE
CORPORATION

  

	 COUNTERSIGNED AND REGISTERED:
 U.S. STOCK TRANSFER CORPORATION
 TRANSFER AGENT AND REGISTRAR

	
	BY
	

	AUTHORIZED SIGNATURE









 REDBACK NETWORKS 
  
 A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination,
the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. 
  
 The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

	 TEN COM
 TEN ENT
 JT TEN
	 	 —
 —
 —
	 	 as tenants in common
 as tenants by the entireties
 as
joint tenants with right of survivorship and not as tenants in common
	  	UNIF GIFT MIN ACT	 	—	 	                             Custodian        
                    
             (Cust)                          
          (Minor)
 under Uniform Gifts to Minors
 Act                                      
                           
                                        
 (State)

	 	 	 	 	 	  	UNIF TRF MIN ACT	 	—	 	                     Custodian
(until age                     )
       (Cust)
                                    under Uniform
Transfers
           (Minor)
 to Minors
Act                                       
           
                                        
         (State)


  
 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 common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

  
                                       
                                        
                                        
                                        
                                        
  Attorney 
 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(S) 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 (BANKS, STOCKBROKERS, SAVINGS 
 AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP 
 IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), 
 PURSUANT TO S.E.C.
RULE 17Ad-15. 
  
  
  
  
  
  
 “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Redback
Networks, Inc. (the “Company”) and US Stock Transfer Corporation, as Rights Agent, dated as of June 12, 2001 and as amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore. Under certain circumstances, as set forth in the Rights Agreement, Rights owned
by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.