Exhibit 4.3


 


CERTIFICATE OF ELIMINATION


 


OF THE


 


SERIES A PREFERRED STOCK


 


OF


 


SUPPORT.COM, INC.


 


(Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware)


 


 






 


Support.com, Inc.,
a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance
with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (“DGCL”), hereby
certifies as follows:


 


FIRST: That, pursuant
to Section 151(g) of the DGCL and the authority granted in the Corporation’s Restated Certificate of Incorporation (the
“Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”)
previously designated one hundred fifty thousand (150,000) shares of authorized shares of preferred stock of the Corporation as
Series A Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series A Preferred Stock”).


 


SECOND: That no shares
of Series A Preferred Stock are outstanding and no shares of Series A Preferred Stock shall be issued by the Corporation.


 


THIRD: That the following
resolutions were adopted on April 20, 2016 by the Board pursuant to the authority granted by Section 151(g) of the DGCL, approving
the filing of a Certificate of Elimination of the Series A Preferred Stock (the “Certificate of Elimination”):


 


“WHEREAS,
by resolution of the Board duly adopted, and by a Certificate of Designation filed with the Office of the Secretary of State of
the State of Delaware on October 14, 2015 (the “Series A Certificate of Designation”), one hundred fifty thousand
(150,000) shares of authorized shares of preferred stock of the Corporation were designated as Series A Preferred Stock, par value
$.0001 per share, of the Corporation (the “Series A Preferred Stock”), which certificate established the voting
powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations and restrictions
of the Series A Preferred Stock;


 


WHEREAS, the
preferred stock rights agreement to which the Corporation was a party which necessitated the designation of the Series A Preferred
Stock has expired; and


 


WHEREAS, in
light of the foregoing, the Board deems it desirable that, pursuant to Section 151(g) of the DGCL, a Certificate of Elimination
of the Series A Preferred Stock (the “Certificate of Elimination”) be executed and filed with the Secretary
of State of the State of Delaware and that all one hundred fifty thousand (150,000) shares of



    	 



    	



    


Series A Preferred Stock heretofore
designated resume the status of authorized and unissued shares of preferred stock, par value $.0001 per share, of the Corporation,
and that all matters set forth in the Series A Certificate of Designation be eliminated from the Corporation’s Restated Certificate
of Incorporation (as amended, the “Restated Certificate of Incorporation”).


 


NOW THEREFORE,
BE IT


 


RESOLVED, that none of the Series
A Preferred Stock shall be issued pursuant to the Series A Certificate of Designation previously filed with the Secretary of State
of the State of Delaware with respect to the Series A Preferred Stock; and further


 


RESOLVED, that each of the executive
officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf of the Corporation, to
execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware and to execute and deliver
and any and all other certificates, agreements and other documents which they may deem necessary or advisable in order to effectuate
the elimination of the Series A Preferred Stock, as provided by Section 151(g) of the Delaware General Corporation Law in accordance
with Section 103 of the Delaware General Corporation Law; and further


 


RESOLVED, that when such Certificate
of Elimination becomes effective, all references to the Series A Preferred Stock in the Restated Certificate of Incorporation shall
be eliminated and the shares of Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred
stock, par value $.0001 per share, of the Corporation, without designation as to series; and further


 


RESOLVED,
that each of the executive officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf
of the Corporation, to execute and deliver any and all agreements, instruments and documents, and to do any and all other acts
and things as they or any of them may deem necessary or appropriate to carry out fully the intent and purpose of the foregoing
resolutions.”


 


FOURTH: That, in accordance
with Section 151(g) of the DGCL, upon the effective date of the filing of this Certificate of Elimination, the Certificate of Incorporation
is hereby amended to eliminate all matters set forth in the Series A Certificate of Designation from the Certificate of Incorporation,
and all shares of Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock, par value
$.0001 per share, of the Corporation, without designation as to series.



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IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officers on this 21st day of April
2016.


 


	 	SUPPORT.COM, INC.
	 	 	 
	 	By: 	/s/ Elizabeth Cholawsky
	 	Elizabeth Cholawsky
	 	President and Chief Executive Officer





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