Earthlink 2000 Annual Report Download - page 66

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EXHIBIT 3.3
EARTHLINK, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
EarthLink, Inc. (the "CORPORATION"), a corporation organized and existing under and pursuant to the Delaware General Corporation Law
("DGCL"), does hereby certify:
FIRST: That the resolutions duly adopted by the Board of Directors of the Corporation set forth a proposed amendment to the Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Corporation (the "CERTIFICATE OF A
DESIGNATIONS"), declaring said amendment to be advisable and recommending such change to the sole stockholder of the Series A
Convertible Preferred Stock issued pursuant to the Certificate of A Designations (the "SERIES A STOCK"). The resolution pertaining to the
amendment is as follows:
That in compliance with and furtherance of the existing terms of the Certificate of A Designations, and not to amend any substantive provisions
thereof, the Corporation's Certificate of A Designations filed with the Delaware Secretary of State on February 4, 2000 shall be amended, to
provide for a change in voting rights and certain additional protective provisions for the benefit of holders of the Series A Stock, in accordance
with the terms of the Certificate of A Designations attached hereto.
SECOND: That the Certificate of A Designations of the Corporation, as filed with the Delaware Secretary of State on February 4, 2000, shall
be replaced in its entirety with the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, attached hereto
as EXHIBIT A.
THIRD: That the sole stockholder of the Series A Stock duly adopted and gave its written consent to said amendment to the Certificate of A
Designations, in accordance with Sections 242 and 228 of the DGCL.
FOURTH: That the Board of Directors of the Corporation duly adopted and gave its written consent to said amendment to the Certificate of A
Designations, in accordance with the provisions of Section 242 of the DGCL.
FIFTH: That the Corporation hereby certifies that this Certificate was duly executed and acknowledged in accordance with Section 103 of the
DGCL.