Exhibit 3.3
CERTIFICATE OF AMENDMENT
TO DESIGNATE
SERIES I REDEEMABLE CONVERTIBLE PREFERRED STOCK
$.0001 PAR VALUE PER SHARE
OF
EMCORE CORPORATION
Pursuant to Sections 14A:9-2(2) and 14A:7-2 of the New Jersey Business Corporations Act
The undersigned duly authorized officers of EMCORE CORPORATION, a New Jersey corporation (the
"Company"), do hereby certify that the following resolution was duly adopted as of November 11, 1998, by the
Board of Directors of the Company pursuant to authority conferred by the provisions of the Restated Certificate
of Incorporation of the Company and in accordance with the provisions of the New Jersey Business
Corporations Act:
RESOLVED, that pursuant to authority conferred on the Board of Directors by the provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate of Incorporation") and recognizing that no shares of
Series A Preferred Stock, $.0001 par value per share of the Company ("Series A Preferred") have been issued
by the Company, the Board of Directors hereby decreases the number of authorized shares of Series A
Preferred to zero; and it is further
RESOLVED, that pursuant to authority conferred on the Board of Directors by the provisions of the Certificate
of Incorporation of the Company, both the authorization of a series of Series I Preferred Stock, $.0001 par value
per share, of the Company (the "Series I Preferred Stock"), which shall consist of 2,000,000 of the 5,882,353
shares of preferred stock which the Company presently has authority to issue and the issuance of 1,550,000
shares of such Series I Preferred Stock, be, and the same hereby is, authorized, and the Board of Directors
hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualification, limitation and restrictions thereof (in addition to the powers,
designations, preferences and relative, participating, optional or other
special rights, and the qu