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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
CLARUS CORPORATION
The undersigned, being the Chairman, Chief Executive Officer and
President of CLARUS CORPORATION, a Delaware corporation, hereby certifies that:
1.
(a) The name of the Corporation is CLARUS CORPORATION (the
"Corporation").
(b) The date of filing the original Certificate of Incorporation of
the Corporation with the Secretary of State of Delaware was November 20, 1991.
2.
The following amendment to the Corporation's Certificate of
Incorporation was duly adopted by stockholders of the Corporation at the 2000
annual meeting of the Corporation in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware (the "Code"), and
written notice of such meeting was given to all stockholders in accordance with
Section 222 of the Code.
3.
Article 4 of the Amended and Restated Certificate of Incorporation of
the Corporation shall be amended by striking paragraph (a) of Article 4 in its
entirety and replacing said paragraph with the following:
This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue
is 105,000,000 shares, of which 100,000,000 shares are Common Stock,
$.0001 par value per share, and 5,000,000 shares are Preferred Stock,
$.0001 par value per share. The rights and preferences of all
outstanding shares of Common Stock shall be identical. The holders of
outstanding shares of Common Stock shall have the right to vote on
all matters submitted to a vote of the stockholders of the
Corporation, on the basis of one vote per share of Common Stock
owned.
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IN WITNESS WHEREOF, CLARUS CORPORATION, has caused this Certificate to
be signed and attested by its duly authorized officers, this 13th day of June,
2000.
CLARUS CORPORATION
By: /s/ Stephen P. Jeffery
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Stephen P. Jeffery, Chairman, Chief
Executive Officer and President
ATTEST:
/s/ Mark Gagne
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Mark Gagne, Secretary
[CORPORATE SEAL]
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