Certificate of Amendment Of Certificate of Incorporation Of Allaire Corporation Allaire Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: That by a Consent of the Directors of the Corporation dated as of , resolutions were duly adopted proposing and declaring advisable that the Certificate of Incorporation of the Corporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows: RESOLVED: That the Board of Directors of the Corporation recommends and deems it advisable that the Certificate of Incorporation of the Corporation, as heretofore amended, be further amended by deleting the first paragraph of Article Fourth in its entirety and substituting therefor a new paragraph as follows: "FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue shall be 40,000,000, consisting of (i) 35,000,000 shares of common stock, par value $.01 per share ("Common Stock"), and (ii) 5,000,000 shares of preferred stock, par value $.01 per share ("Preferred Stock")." RESOLVED: That the aforesaid proposed amendment be submitted to the stockholders of the Corporation for their consideration. RESOLVED: That following the approval by the stockholders of the aforesaid proposed amendment as required by law, the officers of the Corporation be, and they hereby are, and each of them acting singly hereby is, authorized and directed (i) to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Amendment setting forth the aforesaid amendment in the form approved by the stockholders and (ii) to take any and all other actions necessary, desirable or convenient to give effect to the aforesaid amendment or otherwise to carry out the purposes of the foregoing resolutions. SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Allaire Corporation has caused this certificate to be executed on its behalf by David J. Orfao, its President, this ___ day of __________, 1999. ALLAIRE CORPORATION By:_________________________________ President -2-