Exhibit 3.2
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CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF MICROSTRATEGY INCORPORATED.
MicroStrategy Incorporated (the "Corporation"), a corporation duly
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify as follows:
By written action of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Section 141 and 242 of the General
Corporation Law of the State of Delaware, setting forth an amendment to the
Amended and Restated Certificate of Incorporation of the Corporation, as
amended, and declaring said amendment to be advisable and directing that it
be submitted to and be considered by the stockholders of the Corporation for
approval. The stockholder of the Corporation duly approved said proposed
amendment by written consent in accordance with Section 228 and 242 of the
General Corporation Law of the State of Delaware, and written notice of such
consent had been or will be given to all stockholders who have not consented
in writing to said amendment. The resolution setting forth the amendment is
as follows:
RESOLVED: That the first paragraph of Article IV of the Amended and
Restated Certificate of Incorporation, as amended, be and hereby
is deleted in its entirely and the following Article IV is
inserted in lieu thereof:
The total number of shares of capital stock which the corporation
shall have the authority to issue is 500,000,000 shares,
consisting of three classes of capital stock:
(a) 330,000,000 shares of Class A Common Stock, par value
$0.001 per share (the "Class A Common Stock");
(b) 165,000,000 shares of Class B Common Stock, par value
$0.001 per share (the "Class B Common Stock") (the Class A
Common Stock and the Class B Common Stock are collectively
referred to as the "Common Stock"); and
(c) 5,000,000 shares of Preferred Stock, par value $0.001 per
share (the "Preferred Stock").
EXECUTED by the undersigned on the 19th day of June, 2000.
MICROSTRATEGY INCORPORATED
By: /s/ Michael J. Saylor
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Michael J. Saylor
President
