**EXHIBIT3.4**

 

CERTIFICATE OFAMENDMENT

 

OF

 

SIXTH AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION

 

OF

 

BEACON POWERCORPORATION

 

BeaconPower Corporation (the “Corporation”), a corporation organized andexisting under and by virtue of the General Corporation Law of the State ofDelaware, does hereby certify:

 

Pursuantto Section 242 of the General Corporation Law of the State of Delaware,the Board of Directors of the Corporation duly adopted a resolution at ameeting held on June 11, 2009 setting forth an amendment to the SixthAmended and Restated Certificate of Incorporation of the Corporation anddeclaring said amendment to be advisable. The stockholders of the Corporation duly approved said amendmentpursuant to a meeting in accordance with Sections 212 and 242 of the GeneralCorporation Law of the State of Delaware. The resolution provides that the Sixth Amended and Restated Certificateof Incorporation filed on November 22, 2000 and as amended on June 25,2007 and June 26, 2007, is hereby further amended as follows:

 

**Article Fourth** is hereby deleted in itsentirety and replaced with the following:

 

**FOURTH:**  The totalnumber of shares of all classes of stock which the Corporation shall haveauthority to issue is 400,000,000 shares of common stock, $0.01 par value pershare (“Common Stock”) and 10,000,000 shares of preferred stock, $0.01 parvalue per share, (“Preferred Stock”).

 

Thefollowing is a statement of the designations and the powers, privileges andrights, and the qualifications, limitations or restrictions thereof in respectof each class of capital stock of the Corporation.

 

A.            COMMON STOCK.

 

1.             General.  400,000,000 shares of Common Stock may beissued from time to time as determined by the Board of Directors.  The voting, dividend and liquidation rightsof the holders of the Common stock are subject to and qualified by the rightsof the holders of the Preferred Stock of any series as may be designated by theBoard of Directors upon any issuance of the Preferred Stock of any series.

 

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2.             Voting.  The holders of the Common Stock are entitledto one vote for each share held at all meetings of stockholders (and writtenactions in lieu of meetings).  Thereshall be no cumulative voting.

 

3.             Dividends.  Dividends may be declared and paid on the CommonStock from funds lawfully available therefor as and when determined by theBoard of Directors and subject to any preferential dividend rights of any thenoutstanding Preferred Stock.

 

4.             Liquidation.  Upon the dissolution or liquidation of theCorporation, whether voluntary or involuntary, holders of Common Stock will beentitled to receive all assets of the Corporation available for distribution toits stockholders, subject to any preferential rights of any then outstandingPreferred Stock.

 

**B.            PREFERRED STOCK.**

** **

1.             Issuance.  10,000,000 shares of Preferred Stock may beissued from time to time as determined by the Board of Directors.  The Board of Directors is hereby authorizedto designate each series, to establish the number of shares to be included ineach series and to determine or alter the rights, preferences, privileges, andrestrictions granted to or imposed upon any wholly unissued series of PreferredStock and, within the limits and restrictions stated in any resolution orresolutions of the Board of Directors originally fixing the number of sharesconstituting any such additional series, to increase or decrease (but not belowthe number of shares of such series then outstanding) the number of shares ofany such additional series subsequent to the issue of shares of that series.

 

2.             Rights.  Authorized and unissued shares of PreferredStock may be issued with such designations, voting powers, preferences, andrelative, participating, option or other special rights, and qualifications,limitations and restrictions on such rights, as the Board of Directors mayauthorize by resolutions duly adopted prior to the issuance of any shares ofseries of Preferred Stock, including, but not limited to: (i) thedistinctive designation of each series and the number of shares that willconstitute such series; (ii) the voting rights, if any, of shares of suchseries and whether the shares of any such series having voting rights shallhave multiple or fractional votes per share; (iii) the dividend rate onthe shares of such series, any restriction, limitation, or condition upon thepayment of such dividends, whether dividends shall be cumulative, and the dateson which dividends are payable; (iv) the prices at which, and the termsand conditions on which, the shares of such series may be redeemed, if suchshares are redeemable; (v) the purchase or sinking fund provisions, ifany, for the purchase or redemption of shares of such series; (vi) anypreferential amount payable upon shares of such series in the event of theliquidation, dissolution, or winding-up of the Corporation, or the distributionof its assets; and (vii) the prices or rates of conversion at which, theterms and conditions on which, the shares are convertible.

 

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IN WITNESS WHEREOF, this Certificate of Amendment has been executed bythe President of the Company this 11th day of June,2009.

 
|   | BEACON POWER  CORPORATION |
|--------|---------------------------|
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/  F. William Capp |
|   |                      | Name: F. William Capp |
|   |                      | Title: President |

 

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