Exhibit 4.3
EXTREME NETWORKS, INC.
CERTIFICATE
OF DESIGNATION, PREFERENCES AND
RIGHTS
OF THE TERMS OF THE
SERIES A PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
We, the President and Chief
Executive Officer and the Secretary, respectively, of Extreme
Networks, Inc., organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DO HEREBY
CERTIFY:
That pursuant to the authority
conferred upon the Board of Directors by the Certificate of
Incorporation of the said Corporation, the said Board of Directors
on April 26, 2001, adopted the following resolution creating a
series of 750,000 shares of Preferred Stock designated as Series A
Preferred Stock:
RESOLVED, that pursuant to the
authority vested in the Board of Directors of this Corporation in
accordance with the provisions of its Certificate of Incorporation,
a series of Preferred Stock of the Corporation be and it hereby is
created, and that the designation and amount thereof and the
powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as
follows:
Section 1. Designation and
Amount . The shares of such series shall be designated as
“Series A Preferred Stock” (the “Series A
Preferred Stock”), $.001 par value per share, and the number
of shares constituting such series shall be 750,000.
Section 2. Dividends and
Distributions .
(A) The dividend rate on the shares
of Series A Preferred Stock shall be for each quarterly dividend
(hereinafter referred to as a “quarterly dividend
period”), which quarterly dividend periods shall commence on
April 1, July 1, October 1 and January 1
each fiscal year (each such date being referred to herein as a
“Quarterly Dividend Payment Date”) (or in the case of
original issuance, from the date of original issuance) and shall
end on and include the day next preceding the first date of the
next quarterly dividend period, at a rate per quarterly dividend
period (rounded to the nearest cent) equal to the greater of
(a) $3,750.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in cash, based upon the fair market value
at the time the non-cash dividend or other distribution is declared
as determined in good faith by the Board of Directors) of all
non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or
otherwise), declared (but not withdrawn) on the Common Stock, par
value $.001 per share, of the Corporation (the “Common
Stock”) during the immediately preceding quarterly dividend
period, or, with respect to the first quarterly dividend period,
since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event this Corporation shall at
any time after May 14, 2001 (the “Rights Declaration
Date”) (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount
to which holders of shares of Series A P