Support.com, Inc. – IPO: ‘S-1’ on 2/18/00 – EX-3.4

On:  Friday, 2/18/00   ·   Accession #:  1012870-0-859   ·   File #:  333-30674

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                 99    509K 
 2: EX-3.1      Amended & Restated Certificate                         7     30K 
 3: EX-3.2      Amended & Restated Bylaws                             21     98K 
 4: EX-3.3      Amended & Restated Certification of Incorporation     20     85K 
 5: EX-3.4      Certificate of Correction                              2     13K 
 6: EX-3.5      Bylaws of Replicase, Inc.                             13     60K 
 7: EX-4.2      Registration Rights Agreement, Date June 22, 1998     16     68K 
 8: EX-4.3      Amended & Restated Reg.                               15     75K 
 9: EX-4.4      Warrant Agreement, Dated July 12, 1999                11     66K 
10: EX-4.5      Warrant Agreement, Dated Oct. 27, 1998                11     69K 
11: EX-4.6      Warrant Agreement, Dated Oct. 27, 1998                12     69K 
12: EX-4.7      Warrant Agreement, Dated Oct. 27, 1998                12     68K 
13: EX-4.8      Letter of Comdisco                                     2±    13K 
14: EX-4.9      Warrant Agreement to Purchase (Excite)                12     58K 
15: EX-10.1     Registrant's 1998 Stock Option Plan                   25     97K 
24: EX-10.10    Employment Agreement, Brian M. Beattie                 5     27K 
25: EX-10.11    Employment Agreement, Jim Hilbert                      5     25K 
26: EX-10.12    Employment Agreement, Lucille Hoger                    5     25K 
27: EX-10.14    Sublease Agreement                                    11     51K 
28: EX-10.15    Enterprise License Agreement, Dated May 27, 1999      11     55K 
29: EX-10.16    Amend. #1 to Enterprise License Agreement              3     24K 
16: EX-10.2     Registrant's 2000 Omnibus Equity Incentive Plan       39    153K 
17: EX-10.3     Registrant's 2000 Employee Stock Plan                 12     58K 
18: EX-10.4     Form of Directors' & Officers' Indemnification         7     40K 
19: EX-10.5     Employment Agreement, Tony Rodoni                      3     18K 
20: EX-10.6     Employment Letter, Michael O'Rourke                    4     20K 
21: EX-10.7     Employment Agreement, Radha R. Basu                    5     27K 
22: EX-10.8     Employment Letter, Scott Dale                          8     38K 
23: EX-10.9     Employment Agreement, Cadir Lee                        8     38K 
30: EX-23.1     Consent of Ernst & Young LLP                           1     10K 
31: EX-27.1     Financial Data Schedule                                2     12K 

EX-3.4   —   Certificate of Correction

EX-3.4
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                                                                     EXHIBIT 3.4

CERTIFICATE OF CORRECTION OF THE  
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
OF SUPPORT.COM, INC.

        Support.com, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,                 

DOES HEREBY CERTIFY AS FOLLOWS:                             

          1.   The name of the corporation is Support.com, Inc. (the "Company").

      2.   That an Amended and Restated Certificate of Incorporation was
               filed by the Secretary of State of Delaware on December 13, 1999,
             and that said Amended and Restated Certificate of Incorporation
            requires correction as permitted by Section 103 of the General
Corporation Law of the State of Delaware.         

     3.   Due to clerical error, the first paragraph of Article FOURTH
inadvertently stated as follows:                  

         "FOURTH: This Corporation is authorized to issue 46,717,708
------                                          
     shares of capital stock consisting of 31,060,000 shares of common
          stock, par value $0.0001 per share (the "Common Stock") and 15,657,708
          shares of preferred stock, par value $0.0001 per share (the "Preferred
   Stock") of which 3,571,600 shares shall be designated "Series A
      Convertible Preferred Stock," 7,346,108 shares shall be designated
        "Series B Convertible Preferred Stock" and 4,800,000 shares shall be
designated "Series C Convertible Preferred Stock."          

          4.   The first paragraph of Article FOURTH of the Amended and Restated
             Certificate of Incorporation is hereby corrected to read in its
entirety as follows:                              

         "FOURTH: This Corporation is authorized to issue 46,787,708
------                                          
     shares of capital stock consisting of 31,060,000 shares of common
          stock, par value $0.0001 per share (the "Common Stock") and 15,727,708
          shares of preferred stock, par value $0.0001 per share (the "Preferred
   Stock") of which 3,571,600 shares shall be designated "Series A
      Convertible Preferred Stock," 7,346,108 shares shall be designated
        "Series B Convertible Preferred Stock" and 4,810,000 shares shall be
designated "Series C Convertible Preferred Stock."          

EX-3.4
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      IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Correction to the Amended and Restated Certificate of Incorporation of
Support.com, Inc. this 16th day of February, 2000.                    

                     By            /s/ Radha R. Basu
                                   -----------------------------------------
                                       Radha R. Basu
                                       Chief Executive Officer and President

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
Filed on:		2/18/00							None on these Dates
		12/13/99		1
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