Exhibit 4.6 BERKELEY TECHNOLOGY LIMITED Please check that your address details on the attached certificate are correct. If there are any errors or if you move to a new address, please fill in the correct information on the back of this counterfoil and send it to our Registrar. Do not send the certificate with the address slip. Please do not detach this counterfoil unless you want to notify the Registrar of a change to your address details. Reference No. Certificate No. Transfer No. Number of Shares BERKELEY TECHNOLOGY LIMITED (A public company incorporated in Jersey with Registered Number 30810 under the provisions of the Companies (Jersey) Laws 1961 to 1968 and now governed by the Companies (Jersey) Law 1991) ORDINARY SHARE CERTIFICATE This is to certify that the above-named is/are the Registered Holder(s) of Fully paid Ordinary Shares of five U.S. cents each in the capital of Berkeley Technology Limited, subject to the Memorandum and Articles of Association of the Company. Given under the Securities Seal of the Company On Note No transfer of any of the shares comprised in this Certificate will be registered until this Certificate has been lodged at the Company's Registrar. REGISTRAR, COMPUTERSHARE INVESTOR SERVICES (CHANNEL ISLANDS) LIMITED, P.O. BOX No. 83, ORDNANCE HOUSE, 31 PIER ROAD, ST. HELIER, JERSEY JE4 8PW. TELEPHONE: 01534 825200 FAX: 01534 825250 You can check your holding at www.computershare.com Change of Address/Amended Details If your address is not shown correctly on the attached certificate, or if you change your address, please let us know by filling in the form below to show the correct details, sign it and return it to our Registrar at Computershare Investor Services (Channel Islands) Limited whose address is shown on the foot of the certificate overleaf. Please use BLOCK CAPITALS New Address _______________________ Full Name(s) _______________________ ____________________________________ ___________________________________ ____________________________________ Old Address _______________________ Postcode ___________________________ ___________________________________ ___________________________________ Signature(s) ________________________ Postcode __________________________ Date _______________________________ 0014WA If you choose to sell your Ordinary Shares on The Stock Exchange, you should instruct a bank or stockbroker and complete Section 1 of this form by entering the number of Ordinary Shares to be sold and Section 2 by entering the balance of Ordinary Shares to be retained, if any. You must then sign Section 3. If you make a mistake, do not use correcting fluid. Instead, put a line through the error, write the correction beside it and initial the amendment. Finally, send the entire document to your bank or stockbroker as soon as possible. Please note: - Section 1: Number of Ordinary Shares. You must complete both figures and words boxes. For example, if you are selling 200 Ordinary Shares, enter the number '200' in the figures box And 'TWO HUNDRED' (in block capitals) in the words box. - Section 2: Ordinary Shares to be kept. If you want to sell part of your holding, enter here the remaining quantity of Ordinary Shares you wish to keep. Leave this section blank if you are Selling all your Ordinary Shares. For example, if you wish to Keep 100 Ordinary Shares from an initial holding of 300 Ordinary Shares and sell the rest, enter '200' (figures and Words) in Section 1, as already described, and '100' (figures only) in section 2. - - Section 3: Signature(s). Each Registered holder(s) shown on the Ordinary Share Certificate overleaf must sign on a separate line using his/her normal signature. CREST Counter Location Stamp Barcode or Reference TRANSER SDRN Above this line for completion by the depositing system-user only. Please compete 1. Number of Ordinary 2. Number of Ordinary form in type or Shares to be sold (in words) Shares to be kept in Block Capitals. (in figures) (in figures) 3. I/We hereby transfer the Stamp of depositing number of Ordinary Shares system-user set out in section 1 out of the name(s) set out on the Ordinary Share Certificate overleaf into the name(s) of the system-member(s) set out below and request the necessary entries be made in the undertaking's own Register of Members. Signature(s) of Transferor(s) Please sign here. 1. ________________________ If the transfer is not made by the Registered 2. ________________________ Holder(s) insert also the name(s) and capacity 3. ________________________ (e.g. executor(s)) of the person(s) making the 4. ________________________ transfer. A body corporate should execute this transfer under its common seal or otherwise in accordance with applicable statutory requirements Date Full name(s) of the Participant ID person(s) to whom the security is transferred. Such person(s) must Member Account ID be a system-member. CRESTCo Limited is delivering this transfer at the Reference to the direction and on behalf of the depositing system-user Registrar in this form whose stamp appears herein and does not in any means the registrar manner or to any extent warrant or represent the or registration agent validity, genuineness or correctness of the transfer of the undertaking, instructions contained herein or the genuineness not the Registrar of of the signature(s) of the transferor(s). The Companies at depositing system-user by delivering this transfer to Companies House. CRESTCo Limited authorises CRESTCo Limited to deliver this transfer for registration and agrees to be deemed for all purposes to be the person(s) actually so delivering this transfer for registration. This form should be used only for a transfer of a certificated unit of a security to a CREST member to be held by a CREST member in uncertificated form. It should not be used for conversion of a unit held by a CREST member into uncertificated form. The CREST rules require that this form be used for the transfer of a unit of a certificated security to a CREST member to be held by that member in uncertificated form. Any such transfer on this form is exempt from stamp duty.