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EXHIBIT 3.02
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TRANSMETA CORPORATION
BEFORE RECEIPT OF PAYMENT FOR STOCK
Transmeta Corporation, a Delaware corporation, does hereby certify that:
1. The corporation has not received any payment for any of its stock.
2. The amendment set forth below to the corporation's Certificate of
Incorporation was duly adopted by its sole incorporator in accordance with the
provisions of Section 241 of the Delaware General Corporation Law.
3. Article IV of the Certificate of Incorporation, relating to the class
of stock that the corporation has authority to issue is amended to read in its
entirety as follows:
The total number of shares of stock that the corporation has authority
to issue is One Thousand (1,000) shares, all of which shall be Common
Stock, $0.00001 par value per share.
IN WITNESS WHEREOF, said corporation has caused this Certificate of
Amendment to be signed by its sole incorporator this 27th day of July, 2000 and
the foregoing facts stated herein are true and correct.
TRANSMETA CORPORATION
By: /s/ Loytavian T. Harrell
---------------------------------
LOYTAVIAN T. HARRELL, SOLE
INCORPORATOR
