Certificate of Elimination of Series D and Series E Preferred Stock of Arch Wireless, Inc.

Summary

Arch Wireless, Inc. certifies that it has eliminated its Series D Convertible Preferred Stock and Series E Preferred Stock, as no shares of these series are outstanding or will be issued. The Board of Directors has resolved to remove all references to these stock series from the company's certificate of incorporation, in accordance with Delaware law. This action is formalized by filing this certificate with the Delaware Secretary of State.

EX-4.1 2 0002.txt EXHIBIT 4.1 CERTIFICATE OF ELIMINATION OF SERIES D CONVERTIBLE PREFERRED STOCK AND SERIES E PREFERRED STOCK OF ARCH WIRELESS, INC. (Pursuant to Section 151(g) of the Delaware General Corporation Law) ARCH WIRELESS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that the following resolutions respecting Series D Convertible Preferred Stock and Series E Preferred Stock were duly adopted by the Corporation's Board of Directors: RESOLVED, that no shares of the Corporation's Series D Convertible Preferred Stock or the Corporation's Series E Preferred Stock are outstanding and that no shares of the Series D Convertible Preferred Stock or the Series E Preferred Stock will be issued subject to the certificate of designations previously filed with respect to the Series D Convertible Preferred Stock and Series E Preferred Stock; and FURTHER RESOLVED, that the officers of the Corporation are directed to file with the Secretary of State of the State of Delaware a certificate pursuant to Section 151(g) of the General Corporation Law of the State of Delaware setting forth these resolutions in order to eliminate from the Corporation's certificate of incorporation all matters set forth in the certificate of designations with respect to the Series D Convertible Preferred Stock and the Series E Preferred Stock. In witness whereof, the Corporation has caused this Certificate to be signed by its duly authorized officer this 19th day of January, 2001. ARCH WIRELESS, INC. By: /s/ Patricia A. Gray ---------------------- Name: Patricia A. Gray Title: Senior Vice President, General Counsel and Secretary