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                                                                     Exhibit 3.3

                           CERTIFICATE OF DESIGNATION

                                       OF

                                   CONVERTIBLE
                            PREFERRED STOCK, SERIES A

                                       OF

                                NATIONSRENT, INC.

                            ------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                            ------------------------


         NationsRent, Inc., a Delaware corporation (the "Company"), certifies
that pursuant to the authority contained in its Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation"), and in accordance with
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Company on July 20, 1999 (the "Adoption
Date"), duly approved and adopted the following resolution, which resolution
remains in full force and effect on the date hereof:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors by the Certificate of Incorporation, the Board of Directors does
hereby designate, create, authorize and provide for the issue of a series of
preferred stock having a par value of $.01 per share, with a liquidation
preference of $1,000 per share (the "Liquidation Preference"), which shall be
designated as Series A Convertible Preferred Stock (the "Preferred Stock"),
consisting of 100,000 shares having the following powers, designations,
preferences and relative, participating, optional and other special rights, and
qualifications, limitations and restrictions:

         1. RANKING. The Preferred Stock shall, with respect to distributions
upon the liquidation, winding-up and dissolution of the Company, rank (i) senior
to all classes of Common Stock of the Company and to each other class of capital
stock or series of preferred stock established after the Adoption Date, by the
Board of Directors, the terms of which do not expressly provide that it ranks
senior to or on a parity with the Preferred Stock as to dividend distributions
and distributions upon the liquidation, winding-up and dissolution of the
Company (collectively referred to with the Common Stock of the Company as
"Junior Securities"); (ii) on a parity with any additional shares of Preferred
Stock issued by the Company in the future and any other class of capital stock
or series of preferred stock issued by the Company established after the
Adoption Date, by the Board of Directors, the terms of which expressly provide
that such class or series will rank on a parity with the Preferred Stock as to
dividend distributions and distributions upon the liquidation, winding-up and
dissolution




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of the Company (collectively referred to as "Parity Securities"); and (iii)
junior to each class of capital stock or series of preferred stock issued by the
Company established after the Adoption Date, by the Board of Directors, the
terms of which expressly provide that such class or series will rank senior to
the Preferred Stock as to dividend distributions and/or distributions upon the
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Senior Securities"). Notwithstanding the foregoing, a security shall not be
deemed to be a "Senior Security" solely because such security has a stated
dividend or interest coupon.

         2. PARTICIPATING DIVIDENDS. In the event that the Company declares,
makes or pays any dividends or other distributions upon the Common Stock
(whether payable in cash, securities, rights or other property) other than
dividends and distributions referred to in paragraph 3(vi), the Company shall
also declare and pay to the holders of the Preferred Stock at the same time that
it declares and pays such dividends or other distributions to the holders of the
Common Stock (and with the same record date), the dividends or distributions
which would have been declared and paid with respect to the Common Stock
issuable upon conversion of the Preferred Stock had all of the outstanding
Preferred Stock been converted immediately prior to the record date for such
dividend or distribution, or if no record date is fixed, the date as of which
the record holders of Common Stock entitled to such dividends or distributions
are determined.

         3. CONVERSION RIGHTS.

                  (i) A holder of shares of Preferred Stock may convert such
shares into Common Stock at any time, unless previously redeemed, at the option
of the holder thereof. In the event of a Change in Control that is not an
acquisition which is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles, shares of Preferred Stock may be
converted at any time up to the time that the holder of shares has accepted the
Company's redemption offer pursuant to paragraph 5 (or after such offer is
rejected) and, in the case of a Change in Control that is an acquisition which
is accounted for under the "pooling-of-interests" method of generally accepted
accounting principles, such shares may be converted at any time up to the
effective time of the Change in Control. In the case of a redemption of shares
of Preferred Stock pursuant to paragraph 6, such shares may be converted at any
time up to the time of redemption. For the purposes of conversion, each share of
Preferred Stock shall be valued at the Liquidation Preference, which shall be
divided by the Conversion Price in effect on the Conversion Date to determine
the number of shares issuable upon conversion. Immediately following such
conversion, the rights of the holders of converted Preferred Stock shall cease
and the persons entitled to receive the Common Stock upon the conversion of
Preferred Stock shall be treated for all purposes as having become the owners of
such Common Stock.

                  (ii) To convert Preferred Stock, a holder must (A) surrender
the certificate or certificates evidencing the shares of Preferred Stock to be
converted, duly endorsed in a form satisfactory to the Company, at the office of
the Company or transfer agent for the Preferred Stock, (B) notify the Company at
such office that he elects to convert Preferred Stock and the number of shares
he wishes to convert, (C) state in writing the name or names in which he wishes
the certificate



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or certificates for shares of Common Stock to be issued, and (D) pay any
transfer or similar tax if required by clause (iv) below. In the event that a
holder fails to notify the Company of the number of shares of Preferred Stock
which he wishes to convert, he shall be deemed to have elected to convert all
shares represented by the certificate or certificates surrendered for
conversion. The date on which the holder satisfies all those requirements is the
"Conversion Date." As soon as practical following the Conversion Date, the
Company shall deliver a certificate representing the number of full shares of
Common Stock issuable upon the conversion, and a new certificate representing
the unconverted portion, if any, of the shares of Preferred Stock represented by
the certificate or certificates surrendered for conversion. The person in whose
name the Common Stock certificate is registered shall be treated as the
stockholder of record on and after the Conversion Date. No payment or adjustment
will be made for accrued and unpaid dividends on shares of Preferred Stock which
have been converted. The holder of record of a share of Preferred Stock at the
close of business on a record date with respect to the payment of dividends on
the Preferred Stock in accordance with paragraph 2 hereof will be entitled to
receive such dividends with respect to such share of Preferred Stock on the
corresponding dividend payment date, notwithstanding the conversion of such
share after such record date and prior to such dividend payment date. If a
holder of Preferred Stock converts more than one share at a time, the number of
full shares of Common Stock issuable upon conversion shall be based on the total
Liquidation Preference of all shares of Preferred Stock converted.

                  (iii) The Company shall not issue any fractional shares of
Common Stock upon conversion of Preferred Stock. Instead the Company shall pay a
cash adjustment based upon the closing price of the Common Stock on the
principal securities exchange on which the Common Stock is then listed on the
Business Day prior to the Conversion Date.

                  (iv) If a holder converts shares of Preferred Stock, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the holder
shall pay any such tax that is due because the shares are issued in a name other
than the holder's name.

                  (v) The Company has reserved and shall continue to reserve out
of its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of the Preferred Stock in
full. The Company further covenants that it will list and keep listed on the New
York Stock Exchange, so long as the Common Stock shall be listed on the New York
Stock Exchange, all Common Stock issuable upon conversion of the Preferred
Stock. All shares of Common Stock that may be issued upon conversion of
Preferred Stock shall be fully paid and nonassessable. The Company shall
endeavor to comply with all securities laws regulating the offer and delivery of
shares of Common Stock upon conversion of Preferred Stock.

                  (vi) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company in Common Stock, the
Conversion Price in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such Conversion
Price by



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a fraction the numerator of which shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination and the denominator of which shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for the determination of the
holders entitled to such dividends and distributions. For the purposes of this
paragraph 3(vi), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in
the treasury of the Company.

                  (vii) In case the outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion Price
in effect at the opening of business on the day following the day upon which
such subdivision becomes effective shall be reduced, and, conversely, in case
the outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be increased, in either case to equal the product of the
Conversion Price in effect on such date and a fraction the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such subdivision or combination, as the case may be, and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after such subdivision or combination, as the case may be. Such reduction or
increase, as the case may be, shall become effective immediately after the
opening of business on the day following the day upon which such subdivision or
combination becomes effective.

                  (viii) The capital reorganization, reclassification,
conversion or exchange of Common Stock into securities, including securities
other than Common Stock (other than a reclassification, conversion or exchange
in connection with a business combination to which paragraph 3(xv) below shall
apply), shall be deemed to involve (A) a distribution of such securities other
than Common Stock to all holders of Common Stock, and (B) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification, conversion or exchange
into the number of shares of Common Stock outstanding immediately thereafter
(and the effective date of such reclassification, conversion or exchange shall
be deemed to be "the day upon which such subdivision becomes effective" or "the
day upon which such combination becomes effective," as the case may be, and "the
day upon which such subdivision or combination becomes effective" within the
meaning of paragraph 3(vii) above).

                  (ix) No adjustment in the Conversion Price need be made until
all cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted. Any adjustments that are not made shall be carried forward and taken
into account in any subsequent adjustment. Any adjustment to the Conversion
Price carried forward and not theretofore made shall be made immediately prior
to the conversion of any shares of Preferred Stock pursuant hereto.



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                  (x) For purposes of this paragraph 3, "Common Stock" includes
any stock of any class of the Company which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which is not subject
to redemption by the Company. However, subject to the provisions of paragraph
3(xv) below, shares issuable on conversion of shares of Preferred Stock shall
include only shares of the class designated as Common Stock of the Company on
the Preferred Stock Issue Date or shares of any class or classes resulting from
any reclassification, conversion or exchange thereof and which have no
preferences in respect of dividends or amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company, provided that, if at any
time there shall be more than one such resulting class, the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications,
conversions or exchanges bears to the total number of shares of all such classes
resulting from all such reclassifications, conversions or exchanges.

                  (xi) No adjustment in the Conversion Price shall reduce the
Conversion Price below the then par value of the Common Stock.

                  (xii) Whenever the Conversion Price is adjusted, the Company
shall promptly mail to holders of Preferred Stock, first class, postage prepaid,
a notice of the adjustment. The Company shall file with the transfer agent for
the Preferred Stock, if any, a certificate from the Company's chief financial
officer briefly stating the facts requiring the adjustment and the manner of
computing it. In the event of any dispute thereon, the opinion of the Company's
independent public accountants, if accepted by the Board of Directors of the
Company, shall be conclusive and binding on the holders of the Preferred Stock
absent manifest error.

                  (xiii) Upon a determination by the Board of Directors of the
Company, the Company from time to time may reduce the Conversion Price if the
Board of Directors of the Company considers such reductions to be advisable in
order that any event treated for federal income tax purposes as a dividend of
stock or stock rights will not be taxable to the holders of Common Stock by any
amount.

                  (xiv) If:

                           (A) the Company enters an agreement to consolidate or
         merge with, or transfer all or substantially all of its assets to,
         another Person, and stockholders of the Company must approve the
         transaction; or

                           (B) the Company adopts a plan of dissolution or
         liquidation of the Company;

the Company shall mail to holders of the Preferred Stock, first class, postage
prepaid, a notice stating the proposed record or effective date, as the case may
be. The Company shall mail the notice at least




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10 days before such date. However, failure to mail the notice or any defect in
it shall not affect the validity of any transaction referred to in clause (A) or
(B) of this paragraph 3(xiv).

                  (xv) In the case of any

                           (A) consolidation or merger of the Company with or
         into any other Person in which the Common Stock is converted into
         securities of another Person, or the right to receive cash or assets,

                           (B) transaction consisting of a sale or transfer of
         all or substantially all the assets of the Company in exchange for
         securities of another Person, cash or assets followed by a liquidation,
         or

                           (C) capital reorganization or reclassification,
         conversion or exchange of outstanding shares of Common Stock other than
         in connection with a business combination,

then, except with respect to shares of Preferred Stock that the Company shall
become obligated to purchase upon due acceptance of an offer made by the Company
pursuant to paragraph 5 or unless the Preferred Stock shall be automatically
converted into Common Stock pursuant to paragraph 5, upon consummation of such
transaction, each share of Preferred Stock shall automatically become
convertible into the kind and amount of securities, or the right to receive cash
or other assets, receivable upon the consolidation, merger, liquidation, capital
reorganization, conversion, reclassification or exchange by a holder of the
number of shares of Common Stock into which such share of Preferred Stock might
have been converted immediately prior to such consolidation, merger,
liquidation, capital reorganization, conversion, reclassification or exchange
(assuming such holder of Common Stock failed to exercise any rights of election
and received per share the kind and amount of consideration receivable per share
by a plurality of non-electing shares). Appropriate adjustment (as determined by
the Board of Directors of the Company) shall be made in the application of the
provisions herein set forth with respect to the rights and interests thereafter
of the holders of Preferred Stock, to the end that the provisions set forth
herein (including provisions with respect to changes in and other adjustment of
the Conversion Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any shares of stock or other securities or property
thereafter deliverable upon the conversion of Preferred Stock. If this paragraph
3(xv) applies, paragraphs 3(vi), 3(vii) and 3(viii) shall be deemed not to
apply. Notwithstanding anything contained herein to the contrary, the Company
will not effect any transaction of the type referred to in clause (A), (B) or
(C) of this paragraph unless, prior to the consummation thereof, the Surviving
Person (as defined in paragraph 17) thereof, if it is not the Company, shall
assume, by written instrument mailed to each record holder of Preferred Stock,
at such holder's address as it appears on the transfer books of the Company, the
obligation to deliver to such holder such securities, cash or assets to which,
in accordance with the foregoing provisions, such holder is entitled upon
conversion. Nothing contained in this paragraph (xv) shall limit the rights of
holders of the Preferred Stock to convert the Preferred Stock in connection with
the transaction or limit the rights of holders under paragraph 5.



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                  (xvi) In any case in which this paragraph 3 shall require that
an adjustment as a result of any event becomes effective from and after a record
date, the Company may elect to defer until after the occurrence of such event
the issuance to the holder of any shares of Preferred Stock converted after such
record date and before the occurrence of such event of the additional shares of
Common Stock issuable upon such conversion over and above the shares issuable on
the basis of the Conversion Price in effect immediately prior to adjustment;
provided, however, that if such event shall not have occurred and authorization
of such event shall be rescinded by the Company, the Conversion Price shall be
recomputed immediately upon such rescission to the price that would have been in
effect had such event not been authorized, provided that such rescission is
permitted by and effective under applicable laws.

         4. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, each holder of shares of
the Preferred Stock will be entitled to payment out of the assets of the Company
available for distribution of an amount equal to the Liquidation Preference per
share of Preferred Stock held by such holder, plus accrued and unpaid dividends,
if any, to the date fixed for liquidation, dissolution or winding-up, before any
distribution is made on any Junior Securities, including, without limitation,
Common Stock of the Company. After payment in full of the Liquidation Preference
and all accrued dividends, if any, to which holders of Preferred Stock are
entitled, such holders will not be entitled to any further participation in any
distribution of assets of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the amounts payable with
respect to the Preferred Stock and all other Parity Securities are not paid in
full, the holders of the Preferred Stock and the Parity Securities will share
equally and ratably in any distribution of assets of the Company in proportion
to the full liquidation preference and accumulated and unpaid dividends, if any,
to which each is entitled. However, neither the voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Company nor the consolidation or merger of the Company with or into one or more
Persons will be deemed to be a voluntary or involuntary liquidation, dissolution
or winding-up of the Company, unless such sale, conveyance, exchange or transfer
shall be in connection with a liquidation, dissolution or winding-up of the
business of the Company.

         5. REDEMPTIONS UPON A CHANGE IN CONTROL. If a Change in Control has
occurred or the Company enters into a binding agreement to effect a Change in
Control, the Company shall give prompt written notice of such Change in Control
(or a proposed Change in Control) describing in reasonable detail the material
terms and date or anticipated date of consummation thereof to each holder of
Preferred Stock, and the Company shall give each holder of Preferred Stock
prompt written notice of any material change in the terms or timing of such
transaction. In respect of an actual or proposed Change in Control that is not
an acquisition which is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles, the Company shall be obligated, by
notice given at any time before the effective date of such Change in Control or
not more than 10 Business Days after the effective date of such Change in
Control, to offer to purchase within 20 Business Days after the Change in
Control all of the then outstanding Preferred Stock tendered under this
paragraph at a purchase price in cash per share equal to the Liquidation
Preference thereof plus



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an amount equal to 8% of the Liquidation Preference, compounded annually from
the Preferred Stock Issue Date to the purchase date (the "Call Price");
provided, however, that in the case of a merger or consolidation where the
Company is not the surviving corporation or a sale or other disposition of
substantially all of the Company's assets, such notice shall be given at least
10 Business Days before the effective date of such Change in Control and such
offer shall be to purchase concurrently with the effectiveness of such Change in
Control. The Company shall in its Change in Control redemption offer afford to
the holders of Preferred Stock at least five Business Days after the mailing or
delivery of the Change in Control redemption offer in which to accept such
redemption offer by written notice to the Company; the failure by any holder to
accept such redemption offer within such time period shall be deemed a rejection
of such redemption offer. Upon the occurrence of a Change in Control that is an
acquisition which is accounted for under the "pooling-of-interests" method of
generally accepted accounting principles, each then outstanding share of
Preferred Stock at the effective time of the Change in Control will be
automatically converted into a number of shares of Common Stock equal to 110% of
the Call Price per share of Preferred Stock divided by the closing price of a
share of Common Stock on the Business Day prior to the effective date of the
Change in Control. Notwithstanding anything to the contrary herein, offers by
the Company under this paragraph 5 shall comply with all procedural and other
requirements of federal and state securities laws then in effect, but no such
provisions of such securities laws shall negate the obligation of the Company to
purchase shares of the Preferred Stock under this paragraph 5 which are validly
tendered and not withdrawn at the price set forth herein.

         "Change in Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the total voting capital stock of the Company; except that, in
the event that James L. Kirk, H. Wayne Huizenga, H. Family Investments, Inc. or
any holder of Preferred Stock or any Affiliate of such holder, either
individually or as part of a group shall become the beneficial owner of more
than 50% of the total voting capital stock of the Company, then such event shall
not constitute a Change in Control hereunder, unless, in the case of James L.
Kirk, H. Wayne Huizenga and H. Family Investments, Inc., the effect of such
event is that the Common Stock of the Company shall no longer be listed on a
national securities exchange or quoted on NASDAQ or another national securities
association, or (b) any Person consolidates with, or merges with or into, the
Company, or the Company consolidates with, or merges with or into, another
Person (other than a wholly-owned subsidiary of the Company) or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person, in any such event in a transaction in which the
outstanding voting capital stock of the Company is converted into or exchanged
for cash, securities or other property, provided that following any transaction
described in this subpart (b) the holders of voting stock of the Company
immediately prior to such transaction do not own more than 50% of the voting
power of the voting stock of the Person surviving such transaction or to which
such assets are transferred.



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         6. REDEMPTION AT THE OPTION OF THE COMPANY. At any time after the first
anniversary of the Preferred Stock Issue Date, the Company may, at its election,
redeem, in whole but not in part, the shares of the then outstanding Preferred
Stock at a purchase price in cash per share equal to $14.00 compounded annually
at the rate of 20% per annum for the period from the first anniversary of the
Preferred Stock Issue Date up to and including the date of redemption. The
Company will mail or cause to be delivered to each holder of the Preferred Stock
a written notice of the Company's election to redeem shares of Preferred Stock
not less than thirty (30) days prior to the date set for the redemption. The
notice will state (i) the total number of shares of the Preferred Stock being
redeemed; (ii) the number of shares of the Preferred Stock held by the holder
that the Company intends to redeem; (iii) the aggregate purchase price for the
shares of Preferred Stock being redeemed; (iv) the redemption date; and (v) that
the holder is to surrender to the Company, at the office of the Company or the
transfer agent for the Preferred Stock, the certificate or certificates
representing the Preferred Stock to be redeemed. Such notice shall be
accompanied by a representation by the Company to the effect that the
consummation of the redemption will not render the Company insolvent or unable
to pay its debts as they become due, as well as an opinion of counsel to the
Company in form and substance reasonably satisfactory to the holders of the
Preferred Stock to the effect that the consummation of the redemption will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default (or an event that with the giving of
notice or the lapse of time or both would constitute a default) under, or give
rise to a right of termination, amendment, cancellation or acceleration of any
right or obligation of the Company or any of its subsidiaries under, or give
rise to a loss of any material benefit to which the Company or any of its
subsidiaries is entitled under, or require any consent, approval or
authorization under, any indenture, credit agreement or other material agreement
to which the Company or any of the subsidiaries is a party or by which any of
them are bound or to which any of their property is subject, or give the holder
of any note, debenture or other evidence of indebtedness the right to require
the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Company or any of its subsidiaries. As soon as practical following the
redemption date and receipt of the certificate or certificates representing the
shares of Preferred Stock so redeemed, the Company shall deliver to the holder
the aggregate price payable in respect of the redeemed shares and a new
certificate representing the unredeemed portion of the shares, if any. At the
effective date of the redemption the redeemed shares shall no longer be deemed
outstanding shares of Preferred Stock for any purpose and shall thereafter only
be deemed to entitle the holder to receive the redemption price upon surrender
of the certificates formerly representing such shares of Preferred Stock.

         7. VOTING RIGHTS.

                  (i) The holders of Preferred Stock shall be entitled to notice
of all stockholders meetings in accordance with the Company's bylaws and the
Delaware General Corporation Law (the "DGCL"), and except as set forth in
paragraphs 7(ii) and (iii) below and as otherwise required by applicable law,
the holders of the Preferred Stock shall be entitled to vote (or act by written
consent) on all matters submitted to the stockholders for a vote (or for
action), voting together with the holders of the Common Stock as a single class,
with each share of Common Stock entitled to one vote per share and each share of
Preferred Stock entitled to one vote for each share of Common




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Stock issuable upon conversion of the Preferred Stock as of the record date for
such vote (or action) or, if no record date is specified, as of the date of such
vote (or action).

                  (ii) In the election of directors of the Company, the holders
of the Preferred Stock, voting separately as a single class to the exclusion of
all other classes or series of the Company's capital stock and with each share
of Preferred Stock entitled to one vote, shall be entitled to elect (i) two
members of the Company's Board of Directors; provided that on the record date
for such vote, Investcorp S.A. ("Investcorp") and its Affiliates have voting and
dispositive power with respect to at least 66,666 shares of Preferred Stock or
(ii) one member of the Company's Board of Directors, provided that on the record
date for such vote, Investcorp and its Affiliates have voting and dispositive
power with respect to at least 33,333 shares of Preferred Stock; provided,
however, that nothing herein shall be construed as a limitation on the right of
the Board of Directors of the Company to increase the size of the Board of
Directors. If on the record date relating to a meeting of stockholders for the
election of directors, Investcorp and its Affiliates fail to have voting and
dispositive power with respect to at least 33,333 shares of Preferred Stock, the
holders of Preferred Stock shall only be entitled to vote for the election of
directors on the basis set forth in paragraph 7(i). A person may be a director
nominee or a successor director nominee of the holders of Preferred Stock only
if he or she is acceptable to the Company, provided that the Company's
acceptance shall not be unreasonably withheld.

                  (iii) In addition to any other vote required by law, the
affirmative vote or consent of the holders of at least a majority of the shares
of Preferred Stock then outstanding voting or consenting as the case may be, as
one class, shall be required to:

                           (A) authorize, create (by way of reclassification or
         otherwise) or issue any Senior Securities or any obligation or security
         convertible or exchangeable into or evidencing the right to purchase,
         shares of any class or series of Senior Securities;

                           (B) amend or otherwise alter the Certificate of
         Designation setting forth this resolution or the Certificate of
         Incorporation in any manner that under the Delaware General Corporation
         Law requires the prior vote as a separate class of the holders of
         Preferred Stock;

                           (C) waive compliance with any provision of this
         Certificate of Designation; or

                           (D) make repurchases of, optional redemptions of
         and/or tender offers for, the capital stock of the Company, the
         aggregate fair market value of which exceeds 5% of the Company's market
         capitalization (determined as provided below) during any 12-month
         period that occurs in whole or in part during the first five years
         after the Preferred Stock Issue Date. For purposes of this clause (D),
         the Company's market capitalization shall be the product of the
         then-current market price per share of the Common Stock (determined as
         provided below) times the sum of the aggregate number of shares of
         Common Stock then outstanding.



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         For purposes of this clause (D), the current market price per share of
         Common Stock on any day shall be deemed to be the average of the
         closing prices of the Common Stock on the principal securities exchange
         on which the Common Stock is then traded for the 20 consecutive Trading
         Days ending the day before the day in question.

                           (E) authorize an amendment (including, but not
         limited to, an amendment resulting from a merger or consolidation
         unless it constitutes a Change in Control under paragraph 5) or waiver
         of the Company's Certificate of Incorporation or of the Certificate of
         Designation setting forth this resolution which would:

                           (1)      alter the voting rights with respect to the
                                    Preferred Stock or reduce the number of
                                    shares of Preferred Stock whose holders must
                                    consent to an amendment, supplement or
                                    waiver;

                           (2)      reduce the Liquidation Preference or alter
                                    the provisions with respect to the
                                    redemption of the Preferred Stock;

                           (3)      alter in any manner the conversion rights of
                                    the holders of Preferred Stock set forth in
                                    paragraph 3 hereof;

                           (4)      reduce the rate of or change the time for
                                    payment of dividends on any share of
                                    Preferred Stock;

                           (5)      waive the consequences of any failure to pay
                                    dividends on the Preferred Stock;

                           (6)      make any share of Preferred Stock payable in
                                    any form other than that stated in the
                                    Certificate of Designation setting forth
                                    this resolution;

                           (7)      make any change in the provisions of the
                                    Certificate of Designation setting forth
                                    this resolution relating to waivers of the
                                    rights of holders of Preferred Stock to
                                    receive the Liquidation Preference and
                                    dividends on the Preferred Stock;

                           (8)      waive a redemption payment with respect to
                                    any share of Preferred Stock; or

                           (9)      make any change in the foregoing amendment
                                    and waiver provisions.

                  (iv) Notwithstanding any other provision hereof, the Company
in its sole discretion may in accordance with the provisions of applicable law



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<PAGE>   12


without the vote or consent of any holders of the Preferred Stock amend or
supplement this Certificate of Designation:


                           (A) to cure any ambiguity, defect or inconsistency in
         any manner that does not adversely affect the holders of Preferred
         Stock;

                           (B) to provide for uncertificated Preferred Stock in
         addition to or in place of certificated Preferred Stock; or

                           (C) to make any change that would provide any
         additional rights or benefits to the holders of the Preferred Stock or
         that does not adversely affect the rights under this Certificate of
         Designation of any such holder.

         8. MERGER, CONSOLIDATION AND SALE OF ASSETS. Except for transactions
which pursuant to paragraph 5 constitute a Change in Control, without the vote
or consent of the holders of a majority of the then outstanding shares of
Preferred Stock, the Company may not consolidate or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to, any person unless, if the Company is not the Surviving Person,
the Preferred Stock is converted into or exchanged for and becomes shares of
such Surviving Person, having in respect of such Surviving Person the same (or
more favorable) powers, preferences and relative, participating, optional or
other special rights thereof that the Preferred Stock had immediately prior to
such transaction. The Surviving Person of such transaction shall thereafter be
deemed to be the "Company" for all purposes of this Certificate of Designation.

         9. REPORTS. Provided the holders of the Preferred Stock are then
entitled under the Certificate of Designation setting forth this resolution to
elect as a class at least one member of the Company's Board of Directors
pursuant to paragraph 7(ii) then, (a) the Company will, within three Business
Days after their filing with the Commission, deliver to the holders of the
Preferred Stock all documents filed by it with the Commission pursuant to the
Securities Act or the Exchange Act, including exhibits thereto; and (b) promptly
upon receipt thereof, copies of all final reports submitted to the Company or
any of its subsidiaries by independent certified public accountants in
connection with each annual, interim or special audit of the books of the
Company made by such accountants, including, without limitation, any final
comment letter submitted by such accountants to management in connection with
their annual audit. The Company will also deliver to such holders, promptly upon
their becoming available, copies of all financial statements, reports, notices
and proxy statements sent or made available generally by the Company to its
security holders in their capacity as such or by any subsidiary of the Company
to the Company's security holders.

         10. AMENDMENT. Except as specifically set forth herein, amendments to
the Certificate of Designation setting forth this resolution may be made by the
Company with the consent of the holders of a majority of the outstanding shares
of Preferred Stock and any other approvals required by Delaware law.

         11. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law, the shares of Preferred Stock shall not have any voting powers, preferences
and relative, participating, optional or other special rights, other than those
specifically set forth in this resolution (as such resolution may



                                       12


<PAGE>   13



be amended from time to time) and in the Certificate of Incorporation. Except as
provided in paragraph 12, the shares of Preferred Stock shall have no preemptive
or subscription rights.

         12. PREEMPTIVE RIGHTS. Provided holders of Preferred Stock are entitled
under the Certificate of Designation setting forth this resolution to elect as a
class at least one member of the Company's Board of Directors pursuant to
paragraph 7(ii), then the holders of Preferred Stock shall have preemptive
rights to purchase or subscribe to purchase any capital stock of the Company, or
any obligation or security convertible or exchangeable into or evidencing the
right to purchase any capital stock of the Company, offered from time to time by
the Company for cash in a public offering or private placement (other than any
shares of capital stock of the Company, or any obligation or security
convertible or exchangeable into or evidencing the right to purchase any capital
stock of the Company, including shares of capital stock of the Company issuable
upon conversion or exchange of any such right or obligation, issued or issuable
as consideration in a business combination or as compensation to an employee,
consultant or otherwise). In any case in which the rights of the holders of the
Preferred Stock under this paragraph 12 are applicable, the Company shall submit
a written offer to each holder of Preferred Stock identifying the stock,
obligations or securities proposed to be sold, the terms of the proposed sale
including but not limited to the price or the basis upon which the price is to
be calculated (provided that, in connection with any proposed sale intended to
be substantially at market price, the sales price disclosed can be substantially
at market) and, to the extent practicable under the circumstances, the identity
of the buyer or buyers, and offering to such holder the opportunity to purchase
its proportionate share of such securities on terms and conditions, including
price, not less favorable to the holder than those on which the Company proposes
to sell such securities to any other purchaser. Each holder shall have the right
to purchase its proportionate share of such securities based on the ratio which
the Common Stock of the Company owned by or issuable to such holder upon
conversion of any Preferred Stock that it owns bears to all the issued and
outstanding shares of Common Stock of the Company. Any holder may transfer its
right to be offered any such opportunity to any transferee that is an Affiliate
of such holder, a holder of Preferred Stock or an Affiliate of a holder of
Preferred Stock. The Company's offer to the holders of Preferred Stock shall
remain open and irrevocable for 5 Business Days. Any shares so offered to the
holders which they do not elect to purchase pursuant to such offer may be sold
by the Company in accordance with the terms of the proposed offering at any time
within 180 days following the date of such offer, but may not be sold after such
180 day period without renewed compliance with this paragraph 12.

         13. HEADINGS OF SUBDIVISIONS. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

         14. SEVERABILITY OF PROVISIONS. If any voting or other powers,
preferences and relative, participating, optional and other special rights of
the Preferred Stock and qualifications, limitations and restrictions thereof set
forth in the Certificate of Designation setting forth this resolution (as such
Certificate of Designation setting forth this resolution may be amended from
time to time) is invalid, unlawful or incapable of being enforced by reason of
any rule of law or public policy, all other voting or other powers, preferences
and relative, participating, optional and other special rights of Preferred



                                       13


<PAGE>   14



Stock and qualifications, limitations and restrictions thereof set forth in the
Certificate of Designation setting forth this resolution (as so amended) which
can be given effect without the invalid, unlawful or unenforceable voting or
other powers, preferences and relative, participating, optional or other special
rights of Preferred Stock and qualifications, limitations and restrictions
thereof shall, nevertheless, remain in full force and effect and no voting or
other powers, preferences and relative, participating, optional or other special
rights of Preferred Stock and qualifications, limitations and restrictions
thereof herein set forth shall be deemed dependent upon any other such voting or
other powers, preferences and relative, participating, optional or other special
rights of Preferred Stock and qualifications, limitations and restrictions
thereof unless so expressed herein.

         15. RE-ISSUANCE OF PREFERRED STOCK. Shares of Preferred Stock that have
been issued and reacquired in any manner, including shares purchased or redeemed
or exchanged or converted, shall (upon compliance with any applicable provisions
of the laws of Delaware) have the status of authorized but unissued shares of
preferred stock of the Company undesignated as to series and may be designated
or re-designated and issued or reissued, as the case may be, as part of any
series of preferred stock of the Company, provided that any issuance of such
shares as Preferred Stock must be in compliance with the terms hereof.

         16. MUTILATED OR MISSING PREFERRED STOCK CERTIFICATES. If any of the
Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the
Company shall issue, in exchange and in substitution for and upon cancellation
of the mutilated Preferred Stock certificate, or in lieu of and substitution for
the Preferred Stock certificate lost, stolen or destroyed, a new Preferred Stock
certificate of like tenor and representing an equivalent amount of shares of
Preferred Stock, but only upon receipt of evidence of such loss, theft or
destruction of such Preferred Stock certificate and indemnity, if requested,
satisfactory to the Company and the transfer agent (if other than the Company).

         17. CERTAIN DEFINITIONS. As used in the Certificate of Designation
setting forth this resolution, the following terms shall have the following
meanings (with terms defined in the singular having comparable meanings when
used in the plural and vice versa), unless the context otherwise requires:

         "Affiliate" shall have the meaning attributed thereto under Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

         "Business Day" means any day except a Saturday, a Sunday, or any day on
which banking institutions in New York, New York are required or authorized by
law or other governmental action to be closed.

         "closing price" shall mean the closing price of a share of Common
Stock, as reported in the Wall Street Journal, on the New York Stock Exchange or
other national securities exchange or other national quotation system on which
the Common Stock is then traded or quoted.



                                       14


<PAGE>   15


         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Common Stock, par value $.01 per share, of the
Company as presently constituted.

         "Conversion Price" shall initially mean $7.00 per share and thereafter
shall be subject to adjustment from time to time pursuant to the terms of
paragraph 3 hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any Agency or political subdivision thereof or any other entity.

         "Preferred Stock Issue Date" means the date on which the Preferred
Stock is originally issued by the Company under the Certificate of Designation
setting forth this resolution.

         "Surviving Person" shall mean the continuing or surviving Person of a
merger, consolidation or other corporate combination, the Person receiving a
transfer of all or substantially all of the assets of the Company, or the Person
consolidating with or merging into the Company in a merger, consolidation or
other corporate combination in which the Company is the continuing or surviving
Person, in connection with which the Common Stock of the Company is exchanged,
converted or reinstated into the securities of any other Person or cash or any
other property; provided, however, if such Surviving Person is a direct or
indirect subsidiary of a Person, the parent entity also shall be deemed to be a
Surviving Person.

         "Trading Day" means any day on which the New York Stock Exchange or
other applicable stock exchange or market is open for business.

         IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by James L. Kirk, Chairman of the Board and Chief Executive Officer of
the Company, this July 20, 1999.

                                          NATIONSRENT, INC.



                                          By: /s/ James L. Kirk
                                              -------------------------------
                                              James L. Kirk
                                              Chairman of the Board and Chief
                                              Executive Officer



                                       15