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EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AETHER SYSTEMS, INC.
PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAWS OF THE STATE OF DELAWARE
AETHER SYSTEMS, INC. a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the first paragraph of Article FOURTH of the Amended and
Restated Certificate of Incorporation of the Corporation be amended and read
in its entirety as follows:
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,001,000,000 shares, consisting of
1,000,000,000 shares of Common Stock, par value $.01 per share and
1,000,000 shares of Preferred Stock, par value $.01 per share.
SECOND: That the foregoing amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
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IN WITNESS WHEREOF, AETHER SYSTEMS, INC. has caused this Certificate of
Amendment to the Certificate of Incorporation of AETHER SYSTEMS, INC. to be
executed on its behalf by its Senior Vice President, and attested to by its
Secretary this 3rd day of May, 2000.
AETHER SYSTEMS, INC.
By: /S/ BRIAN W. KEANE
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Name: Brian W. Keane
Title: Senior Vice President
ATTEST:
By: /S/ DAVID C. REYMANN
-----------------------
Name: David C. Reymann
Title: Secretary
