Earthlink 2000 Annual Report Download - page 88

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EXHIBIT A
EARTHLINK, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES B CONVERTIBLE PREFERRED STOCK
PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
EarthLink, Inc. (the "Corporation"), certifies that pursuant to the authority contained in Article IV of its Amended and Restated Certificate of
Incorporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution creating a series of the Preferred Stock, $.01 par value, designated as Series B Convertible
Preferred Stock:
RESOLVED, that the Board hereby authorizes and establishes Series B Convertible Preferred Stock, $.01 par value, with the terms,
preferences and designations set forth in its Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the
"Certificate of Designation"), and hereby authorizes, adopts, approves and such Certificate of Designation, and further authorizes and directs
the Company's officers to execute and file same with the Secretary of State of Delaware, as follows:
1. DESIGNATION AND AMOUNT. The Preferred Stock of the Corporation created and authorized for issuance hereby shall be designated as
"Series B Convertible Preferred Stock" (herein referred to as "Series B Preferred Stock"), having a par value per share equal to $.01, and the
number of shares constituting such series shall be 50,000,000. The Corporation shall only originally issue shares of Series B Preferred Stock to
Sprint Corporation, a Kansas corporation ("Sprint"), and its successors and Affiliates.
2. RANK. The Series B Preferred Stock shall, with respect to any and all rights and preferences set forth herein, including without limitation,
dividend rights and rights upon liquidation, winding up or dissolution, whether voluntary or involuntary, rank immediately junior to that certain
series of preferred stock of the Corporation designated as Series A Convertible Preferred Stock (the "Series A Stock") established by the
Certificate of Designation, Preferences and Rights of the Series A Stock which was filed with the Secretary of State of the State of Delaware on
February 4, 2000 and amended on February 9, 2001. The Series B Preferred Stock will rank junior only to the Series A Stock, and shall, with
respect to dividend rights and rights upon liquidation, winding up or dissolution, whether voluntary or involuntary, rank prior to (a) the
Common Stock (as defined in Section 10 hereof), (b) the Corporation's Class C Convertible Preferred Stock (the "Series C Stock") as
established pursuant to the Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock which was filed with
the Secretary of State of the State of Delaware on February 14, 2000, and (c) and all classes or series