EX-3.1 2 agx-20250731xex3d1.htm EX-3.1
Exhibit 3.1

| JJ~~1'?-~~:tt ' •; ',' • ·:~' l1" • ••,'.fi:c••·,I•' ,· • :;--· "\ '•:.,,I.'· ~~3'.r;,,., ULT!,A '\w .. rcs CORPORATION •• * *. ~~ * * ••• * ~. * I ........ ~-', ...... .\ ....... ,~. ~I CERTIFICATE OF INCORPORATION • * • * • * • • * * * • * * * • * Organized under too lawb or the STATE OF D~LAWARE • * * • • * • • • • • * * * * * * ~ I~ •• :", J' •1• JI. r,.,•:·.;; •• {:;·.:,~·.:_,,U~j;~;~~;~\~;~}:I::. - ••• t4; ·: • .. _.:t~r::.'.){ ~-~ .-').~}'_:-.: 0 "-., ~ ' -' .._f LL... - oc, ~ "~~ ! a 1/'J ~- UJ ... ~ > ► -. 't <,( LU :I: '~ ; c.., '(~: LU 0::. \ I .. ':,:

| :,,~ ;;•~ CERTIFICATE OF INCORPORATION OF ULTRA DYNAMICt CORPORATION • * • * • FIRST. 'l'he name or the corporation is ULTRA DYNAMICS CORPORATION SECOND. Its principal office in the State or Delaware is located at No. 100 West Tenth Street, in the City or Wilmington, County or New Castle. '!he name and address of its resident agent 1s The Corporation Trust Company, No. 100 West Tenth Street, Wilmington 99, Delaware. THIRD. The n&.ture of the business, or· objects or purposes to b.e transacted, promoted or carried on are: To manufacture, assemble, fabricate, produce, purchase, import, receive, lease as lessee, or otherwise acquire, own, hold, store, use, repair, service, maintain, mortgage, pledge, or otherwise encumber, sell, assign, lease as lessor, distribute, expo~t and otherwise dispose of, and generally to trade and deal in and with, ao principal agent or otherwise, cleaning products and equipment, ultra violet ray equipment, water purifying equipment and electric mechanical and chemi~al eqUipment of all kinds, and any and all machinery, tools, equipment, appliances, devices, s~p-pl1es and materials used or useful in connection with or tncidentel to any of the foregoing. _,,,

| To pursue, prosecute, and engage 1n nuclea.z• researc~ and technical 1m,·estigat1on, and to employ and maintain a_ etatf ot research technicians, consultants and f · exports tor the purpose ot carrying on such nucle~r re-search. To build, construct, establish maintain and operate laboratories and such 'buildings as may be useful, or necescary to the pursuit or neclear research. To manufacture, purchase or otherwise acquire, invest in, own, :niortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, Ii wares and merchandise and personal property or every class /! ,! II and desc~iption. i! ,! To acquire, and pay for in cash, stock or bonds j of this corporation or otherwise, the good will, rights, I II Ii 11 11 assets and property, and to undertake or assume tt.e whole or any part 01· the obligations or liabilities of' any per-sen, firm, association or corporation. To acquire, hold1 use, sell, as~1gn, lease, grant licenses in ree~ect or, mortgage or otherwise rtispose of letters patent of the United State~ or any foreign country, patent rights, licenses and privileges, inventions, improve-ments and p:'Ocesses, copyrights, trade-marks and trade name 0 , relating to or useful in connection with any bu31ness of this corporation. To acq~ire by purchase, subscription or otherwise, and to re~eive, hold, own, 3uarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and w!th any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, ~crip, warrants, rights, bonds, debentures, notes, trust receipts, and other securi~ies, obligations,

| !' ... • choses in ac.tion and evidences ot indebtedness or int°'rest issued or created by any corporations, Joint stock companies syndicates, associations, firms, trusts or persons, public or private, or by the government of the United Staten or America, or by any foreign government, or by any state, ,: territory, province, municipality or other political a:.ub- ' division or by any governmental agency, and as owne~ thereof to possess and exercise all the rights, powers and privilege of ownership, including the right to execute consents and H II vote thereon, and to do any and all acts a.nd things neces-ii sary or advisable ror the preservat.ion, :Protection, improve- r, " ;! ,; ment and enhancement in value thereof. ,, :! '!'O enter into, make and perform contracts of eve ;i l! kind. and description with any person, firm, association, 'I !1 ii ! ii '1 ii corporation, municipality, county, state, body politic or government or colony or dependency thereof. To borrow or raise moneys for any of the purposes 11 !, or the corporatior. and, from time to time w1 thout limit as ·1 1, to amount, to draw, make, accept, endorse, execute and issue ii Ii I ., promissory notes, d:ra.fts, bills of exchange, warrat.ts, bonds, debentures anu other negotiable or non-negotiable instru-ments ~nd evidences of indebtedness, and to secure the pay-ment of any thereof and of the interest thereon by mortgage upon or ple<i3e, conveyan~e or assignment 1n trust of the whole or any part of the property of the corporation, whethe at the time owned or thereafter acqu1rej, and to sell, pledge or otherwise 11spose of such bonds or other obliga-1 1 tion;3 of the corporation for its corporate purposes. I i To loan to any person, firm or corporation an~: of I its surplus funds, eithe~ with or witho~t security.

| ., ... • To purchue, hold, sell and transfer the shares of its own capital stock; provided it shall not use its I, funds or property £or the purchase of 1 ts own shares of !I !! I! l\ :, :I ii fi ,. capital stock when such use wo~ld cause any impairment or its capital except as otherwise permitted by law, and pro-vided further that shares of its own capital stock belonging to 1t shall not be voted upon directly or indirectly. To have one or more offices, to carry on all or any of 1tG operations and bus1nes~ and without rest~iction :· or limit as to amount to purchase ::>r otherwise acql.lire, hold, own, mortgage, sell, convey or other·wise dlspose of, real and personal property of every class and d~scr1pt1on !: in any of the states., districts, territories or colonies of 1: i the United States. and in any and all for.eign countries, ,I :I subject to the la1's of such state, district, territory, I' ! i colony or country. Ii In general, to carry on any other business in ii ~ 1 1 connection with the foregoing, and to have ar;d exercise all I i the powers conferred by the laws of Delaware 1pon corpora- !, tions formed unde:::- the General Corporation Lai. of the State ii of Delaware, and to do any or all of the thing.3 hereinbefore H i set forth to the same extent as nati.:ral persons might or could do. The objects and purposes specified in the fore-going clau.;e3 shall, except where otherwise expre:ised, be in nowise limited or restricted by reference to, o~ infer-I ence from, the terms of any other clause in this <.:f:.'rtificate q 11 ii 01' incorporation, but the objects and purposes spec_.fied in Ii Ii each 01' the fo:·c~oing clauses of this article :::.hall be re-l! ,, gcirded as independent objects and purposes. It

| FOUR'.tH. 'Dle total number or shares ot stock whic~ the corporation shall have authority to issue 1s two million I (2,000,000) and the par value of each of such shares 1s Ten Cer.ts (l<>t') amounting 1n the aggregate to '!Wo Hundred Thousand Dollars ($200,000.00) No stockholder of this corporation shall by reason of his hol<iing shares ot any class hav£: any pre-emptive or preferential right to purchase or subscribe to any shares of ii any class of this corporation, now or hereafter to be /I Ii authorized, or any notes, debentures, bonds, or other securi- :i ii / 1 ties convertible into or careying options or warrants to purchase shares of any class, now or hereafter to be author- , ized, whether or not the issuance or any such shares, or 1: ,! 1: ;I I I ii ~ II i I I I I i ! l: i' such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the board of directors, 1~ its discretion from time to time may grant and at such price as the board of directors 1n its d1scret1or may fix; and the board ot directors may issue shares of an.v clase of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of f!nY class, without offering any such shares of any class, either in whole or in part, to the existing sto~Kholders of any class. FIFTH. The minimum amount of capital with which the corporation will commence ~usiness is One Thousand SIXTH. The na,nes and places of residence of the incorµorators are as follows:

| ;-:·';), i: '~ \ 'i;{f ., i! ·- ·• NAMES ~ENCE$ s. R. L1Yeaay Wilmington, Delaware L.A. Schoonaker Wilmington, Delaware s. s. Galaaka W111111ngton, Delaware SEVEN'l~. 'Ibe corporation is to have perpetual EIGHTH. The private property of the stockholders shall not be subject to the payment or corporate debts to any exterit whatever. furtherance and not in limitation of the powers conferred by' statute, the board of directors is ex~ressly authorized: To make, alter or repeal the by-laws of the corporation. I ! 11, To authorize and cause to be exe~uted mor·tgages 'I and liens upon the real and personal property of the j corporation. To set apart out of any of the funds of the corpo ration available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By resolution passed by a majority of the whole board, to designate one or more col11l111ttees, each committee to consist of two or more of the directors of the corporatio which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the bus1nesc and affairs of the corporation, and may authorize

| ii ij ;: ·' the seal ot the corporation to be af'fixed to all papors whic mtcy- require it. Such committee or committees shall have sue name or nmaes as may be stated in the by-laws of the corpo-ration or as may be determined f1~m time to time by resolu-tion adopted by the board of directors. When and as authorized by the affirmative vote or the holders of a majority of the stock issued and outstand-ing having voting power given at a stockholders' meeting duly called for that purpose, or when autr.orized by the : ,: written consent of the holders of a majority of the voting !! stock issued and outstanding, to sell, lease or exchange all I ,. I d of the property and assets of the corporation, including its 1· :i good will and its corporate franchises, upon such terms and l! i· :1 11 II ii ''. conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, a ,y other corporation or corporations, as its board of di- "rectors shall deem expedient and for the best interei:ots of ii • :! the corporation. ' I ! i i TENTH. Meetings of stockholders may be held i outside the State of Delaware, if the by-laws ao provide. I The books of the corporation may be kept {subject to any ! I provision contained in the statutes) outside tht~ State of I Delaware at such place or places as may be designated from time to time by the board cf directors or in the by-laws of the corporation. Elections of directors need not be by ballot unless the by-laws of the corporation shall so provid ELEVENTH. The corporation reserves the right to amer.d, alter, change or repeal any provision contained in I I this c2rtifica te of incorporation, in t-he manner now 0:- 1! I,

| ! herearter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorpora-tors hereinbefore named, !'or the purpose or forming a cor- ,j Ii poration pursuant to the General Corporation Law of the li ii State of Delaware, do make this certificate, hereby declar- ,: ing and certifying that the facts herein stated are t1"Ue, ii ;: and accordingly have hereunto set our hands and seals this 15th day of May A. D. 1961 . 7 I :i STATE OF DELAWARE ;! COUN'l\Y OF NEW CASTLE i,t .I ii !! BE IT REMEME·ERED that on thl s 15tt..1ay of May A. D. 1961, personally cane before me, a Notary Public for the State of Delaware, S. H, Uvesay, L, A. ,: Schoonmaker and S. S. Galaska, all of the parties to the· ll \, 'I Ii foregoing certificate of incorporation, known to me per-sonally to be such, and severally acknowledged the said cer-tificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth. . ,?(1\'.:;;-, ' ) 1 1 GIVEN under my hand and seal of ;. ,. ~ .. \ t:. , ~ t 1j 1 1i ,, year a f CH": 5cl id . .'::~ '.;, " Ii ,,;,-·:.:- l ' :! ,, il /!... ii

| \~1_~"'·~ .~ ~ ~ ~ 3. . . . ~ •..r r~ t) 0 f;f ~ a o ~I: .o -~!'- •' ~ .. .,' ., ~ ·~ .. ' • .\··,.· ..... : . --~'\ .. , ,· "! ~· ULTRA DYNAMICS CORPORATION * ~ * * * * ~ * • * * * * * « * * * ~ * CEHTIPICATE OF AMENDMENT OF CERTIFICATE OF INCORPOH.ll'rION * * • * • * * * * * * * * * * * * * * * Organized upder the '.aws of the STATE OF D?LAWARE * * * ~ * * * • * * ~ * * * * * * * * * ~ c:?> - l. r·•. , .. ... ~ ' ►~·" ' ~ .--• ~ ' \ .. L!... • i\;;~{1:~~iK~t\~.;ti;:.; :/,~'.il~i~,v,:L'.,~~it, ;,t,9Af?-tt ·. ;r.~~7~~.;1~,~~:~~~,~~I,,. I ?~?:·. 4.i. *** ,w,. 2 •. z. :z»~ .. !4 Z4£.1 ._.,UH. 4 ,,44.M-.1 .A.A4.4..¥l#.t •.. LW . ..St..41.&S..Z J#Q(Q.44 JJ4.UP .. JZ. 2 .l&U&Zlk .. - \ I .,i' j

| ' CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ULTRA DYNAMICS CORPORATION ULTRA DYNAMICS CORPORATION, a corporation or5anized and extsting under and by virtue of the Genei·al Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of ULTRl DYNAr-lICS CORPORATION, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and-calling a meeting of the stockholdP-rs of said corporr~ion for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that· the Certificate of Incorporation of this corporation be amended bl changing the Article thereof numbered "FOURTH' so that, as amended said Article shall be and read as follow~: j· r I I I I I i ! I t

| Anrcu Fouuu The total nwnber of thares of stock whirl, thi:1 corpomticm is n11r11orizcd to have outstanding at any one time is Three Million Five Hundred Thous:ind (3,SOC,00:J) 1h:.res which ,hall be divide•J a, follow•: ' (a) Three Million (3,000,000) shares of Co111mo11 Stock h1n•ing a nominal or par value of Ten Cents ($.JO) per share. (b) Five Hundred Thousand (500,000) shncs of Preferred Stock ha,-ing a nomin,.I or par \-aluc of Ten Cents ($.10) per share. The designations, votini; powers, prefcre11ces, optional or other special rights and qu:1lifit-ations, liMita• tions, or restrictions of the above clas~ificat;ons of stOl'.k shall be as follows: SECTION A-PuFEIUlED STOCJt l. Shares of the Preferred Stock n1ny be i~suecl i!I one or more Vinds, 1ubdi\'h.!f:d into classes and teries at such time or time& and for such considrr'ltion or considcratio:is as the BoarJ of Directors nia) detcrmhc. All shares of any one series shall be cf equ:il rank and identical in all re~pects. 2. Authority i!I hereby expressly granted to the Boord of Directors to fix from tim~ to time, by resolution or rtsolution~ providing for the issue of any kind, cla~s. and series of Preferred Stock, the designation of such kind, class, and series and the powers, prefercmccs anli right, of the: share.s of s1.1ch kind, class, and series and the powers, preferences :ind rights of the shares of such kind, class, and series, and the qualifications, limitations ->r restrictions thereof, including the following: (a) The distincth·e designation and number of share~ comprising such kind, cfass, and series, which number may {except where: otherwise pro,·idrd b} eic Iloard of Directors in creating such kind, class, and series) be increastd or dccrtasc:d (but not below the number of ~hare:& then out-standing) from time to time ,by action of the Board of Directors; (b) The dh·idend rate on the shares of that kind. c:l:iss, -.n<l Sf''. ics, wl-.cthcr dividends shall be cumulative and, :f ..o, from which dak or date~. and the refotin: rigi,ts c:,[ priority, if any, of payment of dh·idends on sh~res of that kind, class, and series over shares o( any lcind, class. and series: (c) Whdher the shares of that i:;nd, class. and series shall he rc<kcmablc: and, ii so, the term1 and conditions of such rtdemption, including the date or ,Jaks upon or after which th,y shall be ~tcmable, and the amount per share payable in c,st or rcclrmptio;i, which amount may vary under diffttfflt ccr,ditions and at difl'crent re<len:ption d:\ks: (d) Whether that kind, cla~s. am! s,ric,, shall ha\"r a sinkini;: fund for the rcdemp1ion or pur-chase of share, or that kind, class, and series and, if w. tlir kr r:1s anJ :imounts ~yable intu such sinking fund ; (c:) The rights to which the holders of the shares of that kind, class, .,.,J series shall be entitled in the t\·cnt of \·oluntary or i,wo!untary l1quidatk111, dissolution, di;tril,ution o~ assets or w;mlini;-up of the Corporation, and the relative rights of priority, if any, of paymrnt of shart's 'If that J-;ncl, cl:m, and series: (f} ;;"'. .. :!-•'r the shares of that kind, cbss, and seric,i shall be• corwcrtihle into •.,r uchangcahle for shart:" of stock of any rfas,i or any oth<', !;'.~'.I. class, and series or Prdcrml Stock, and. ii so, the terms and conditions of such con,·ersion or exr' ~rige, including the method uf ailjustinr: th<' rates of conversion llr exch:mge in the ~vrnt of a stock split, stock di,·ictrnd, eornhination ()f shar~s or similar event; .,, J

| ··1 .. ·: .. . . -t r_.. (c) Whether the lharts or that kind, class, and .mes • shall have voting rights, in addition to the votinc rights provided by law and, if so, the terms of such \'otini: rights: (h) Whether the isSUAncc of any additional shares of such kind, class, and series, or of any shares of any other kind, chlss, and series, sh I\ be subject to restrictions as to Issuance, or as to the powers, preferences or rights of any such other kind, class, aod series: (i) Any other preferences, privileges and 1,owers, and relative, participating, optional or other apecial rights, and qualifications, limitations or restrictions of such kind, class, and serie1, u the Board of Directors may deem advifable and as shall not be inconsistent with the provisions ~f this Certificate of Incorporation and to the full extent now or hereafter permitted by the laws of Delaware . . 3. Payments of dividends 1hnlt be as follows : (a) The holders of Preferred Stock of .ench kind, class, and series designated as cumulative in respect of dividends, in preference to the holders of the Common Stock, shall be entitled to receive, u and when declared by the Board of Directors out of fonds legally available therefor, cash dividends, at the rate fnr suet, SC!rics fixed in :,.ccordancc with the provisions of Section A of this Article III and no more; (b) The holders of Preferred Stock of each series designated as non-cumulative in respect of dividend$, in preftrence to the holders of the Common Stock, 11h11l1 be entitled to recdve, as and when declared by tl1c Board of Directors out of funds legally :wailnhle tl,crefor, cash dividends, at the rate for such series fixed in accordance with the provisions of Section A of this Article III and no more: (c) No dividend shall l:c p,,id upon, or declared or set aside for, any share of Prc(errcd Stock with respect to any dividend period \lnlcss at the s:imc time a like proportionate dividend with respect to the S.'\mc dividend period, ratably in proportion to the respccti\'c annt1:il dh·idcnd ratc:1 fixed there-for, shaU be s,aid upon. or declared and set apart for, all sh.'\rcs of Preferred Stock of all kinds, classes, and series then issued 11nd outstanding and entitled to receive such dividend; (d) So long as any ~h:ucs of Prcfcrrcd Stock shalt he outstanding, in no event shall any divi-dend, whether in rn~h or property, he p.'lid or dedared, nor sh.'lll any distrihution be made, on the Common Stock, nor shall :my shares of the Common Stock be puT"Chascd, redeemed or otilerwise acquired for value by the Corporation. unle:;s alt dividends on all cumul:iti"e kinrls, classes, and series of Preferred Stock with rci-pcct. to all past dividenrl periods nnd unless nil dividends or nil kinds, classes, an& series of Prderred Stock for the then current dh·idcnd period shnll ha,·e been pnid or declared an<i a sum snffidcnt for the p.'lyment thereof set ap:ut, and unless the Corporation shall not be in default wlth respect to any of its obligations with respect to any sinking fund of :my kind, class, and series of Preferred Stock. The foregoing provisions of this Paragr:iph (d) shall not, however, apply to a dividend payable in Common Stock ; { c) No di\'idends shall he deemed to h:1,·e nccrucd on any share of Preferred Stock of ,tny kind. class, and series with rcs~t to any period prior to the date of origin:il is5uc of such share or the divi,frnd payment d:itc inm1edi:itely prectding or following such date of origin:-il issue, as may be pro• vidro in the resolution or rtsolutions of th<' Board of Dire<:tors creating such kind. class, and series. The Prcfcrr«I ~t()('k shall not he entitlro to p."trticipate in any clh-idendi dcd:m·d and paid on the Common Stock, whether p.'\yablc in cash, stock or otherwise. Accruals of dividends shall not bear int~f'st. 4. In the C\'cnt of any \'olnntary or ;TI\'Oluntary liquirlation, dissolution, distrihution of assrts or winding-up of the Corr,oration. the holders of the sh:ires of each kind. class, and series of the Preftrred Sto;k then outstnnding shall be entitled w rcceh·t' out of the net assets of the C()rporation, hut only in accordance wi:h the prt'fercnccs. if any. pro\'idc<l for ~uch kind. clas~. am\ series, hefore any distribution or payment shall be madt' to the holders of the Common Stock. the nmo11nt per share fixed liy the reso-lution or rcsolutious of the Boord of Director~ to he rt"Ceivcd hy the holders of sh:ires of each such kind, class. nn<I !ierie~ on such \"Olunt:uy or i1woluntary lii111i<lation, di<solutil'n, distrihntion of assets or windin1MII>, as the case rnnv be. I{ such payment shall h:,\·e hren mad<" in foll to thr holtkr~ of :111 0111- 3 .,,. ,! i ! '·

| • . . . standing Preferred Stock of aD kind, class, and 8Cries, or duly provided for, the remaining assets of the Corporation shall be available for distn1>ution among the holders of the Common Stock (as provided in Section B(2) of this Article Ill). If upon any such liquidation, dissolution, distribution of assets or winding~up, the net assets o£ the Corporation available for distribution among the holders of any one or more kind, class, and series of the PreferreJ Stock which (i) are entitled to a preference over the holders of the Common Stock upon such liquidation. dissolution, distribution of assets or winding-up, and (ii) rank equally in connection therewhh, shall be insufficient to make payment in full of the preferen• tial amount to which the holders of such share:, shall be entitled, then such assets shall be distributed among the holders of rad, such kind, class, and series of the Preferred Stock ratably according to the respective amounts to which they would be entitled in respect of the shares held by them upon such distnoution if aII amounts payable on or with respect to such share were paid in full. Neither the consolidation or merger of the Corpor:ttion, nor the s.,lc, lease or conveyance (whether for cash, 5eeurities or other property) of all or p.,rt of its assets, shall be deemed a liquid.,tion, dissolu-tion, distribution of assets or winding-up of the Corporation within the meaning of the foregoing p•-,. Yisions. S. Excq,t to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors adopted pursuant to authority granted in this Section A of Article lit, the shares of the Preferred Stock shall ha,·e no votin: power with respect to any matter whatsover. In no ~nt shall the Preferred Stock be entitled to more than one vote in respect of each share of stock. 6. Shares of Preferred Stock which have h~n redeemed, com·erted, exchanved, purcl1ased. retired or surrendered to the Corporation, or which h:n-e been reacquired in any manner, shall have the status of authorized ;md unissucd Preferrrd St.><:k and may he reis~ued hy the Bo.,rd of Directors as shares of the same or any other series. SECTro:-. B-C01010N STOCK 1. After the requirements with respect to ;,referential di\'idends, if any, on the Preferred Stock (fixrd pursuant to Paragraph 2(b) of Section A and as furthtr provided for in Paragraph 3 of Section A, both of this Article III) shall havt been met, nnd afttr the Corporation shall ha,·e complied with all the requirements, if any, with respect to the setting :u,ide of sums in a sinking fund for the purchase or redcmptitm of shares of any kihd. class, and series of Prefer.ed Stock (fixed pursuant to Paragr1ph 2(c) and (d) of Section A of this Article III), then and not otherwise, the holders of Common Stock shall receh·e, to the extent ~rmitted by law, such dividends as may be d<'C!ared from time to time by the Board of Directors; 2. Afttt distribution in full of the preferential amount, if any (fixed pursuant to Paragraph 2(e) of Section A of this Article Ill), to be distributed to the holders of Prl'frrred Stock, in the event of t'-e voluntary or im,-oluntary liquidation. dis$0lt1tion, distrihntion of assets or winding-up of the Cor-poration, the holders of the Common Stock shall be entitlecl to receh·e ;iil the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respecth·ely; 3. Except as may be otherwise required by Jaw or by this Cutificnte o' Incorporation. l'ach holder of Common Stock shall have one vote: in respect of each share of such sto~k held by him on all matters voted upon by :~e stockholders. S£crroN C-OntER Paovmoss t. The stockholders of the Corporation :trl' exprc~sly denied the prel'mpti\·c right to subscribe to any or all additional issues of stock of the Corporation of any or all classifi,atiuns, kinds, classes or series thtreof. 2. Any and all shares i~s1\e<l hy the Corporation for which the full consid<'ration has l,ec'l p:ti<l or delivered shall be! dremed fully paid and nonassess.1ble shares. _JII'

| SECOND: That thereafter, pursuant to resolution of its Board or Directors, a special meeting of the stockholders ~f said corporation was duly called and held, upon notice ~n accordance with section 222 of the General Corporation Law of the State or DP.laware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: 'lbat said amendment waa duly adopted in ac-cordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOUR'lll: That the capital of said corporation will not be reduced under or by reason of said amendment. IN WI'ffiF.SS WHEREOF, said ULTRA DYNAMICS CORPORATION, has .caused its corporate seal to be hereunto affixed and thie ULTRA DYNAMICS CORPORATivN ATTEST: B~r-- - 5 -

| STATE OF COUNTY OF • • • . . as: " BE IT REMEMBERED that on this /J day of 19Jf, personally came before me, a Notary Public 1n and for th~ County and State aforesaid, ~ a/t;.; '/J;. f' ~J President of ULTRA D~AMICS CORPORATION, a corporation of the State of Delaware, and he duly executed said certificate before me and ar.knowledged the said certificate to be his act and deeJ and the ~ct and deed of said corporation and the facts stated therein are true; and that the seal affixed to said certificate and attested by the Secretary of said corporation is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and - 6 - ,. NO" I\P f F-UPllC nr ""[W JfRSE'Y Mr CO"""'SSIO,. [lP1lllS /~If. JO ,H7.J

| I - ' ,' CKRTlVlCATK OF AMENDMENT . ,, , .···•.. . Of CIRTfflCATI or INCORPORATION OF ·,IJLftA DYIWCICS CORPORATION .. , ................................................................................ . ,. ,.•. ,;o .·' -' -t •• .' --:,~.:ULTIA • DVNAH1t.'ti t.'Oitt'1.ikAT 1.uH, • .;..,; l'i)""'" .. '"' ii\;,,; ·~1t,;~~rw,·. of. the C.Mr1tt Corporation Lav of :~·;~)l\:;;}ft!ffi~!.;: .. ~,i,_.,~ v ....... _,..· A ~~··.! ~l!..:i...!..&•i,- t..:.Jc:1: ~A-! !,,.; the State of Delaware, doH bereb1 •. nusa ,, .. _,That at,.& _...tiq of the Board of Directors of the Corpo,:atioo, . •• re1ot"tton11 v•""' "'''" 11d0Jt•d l'ttttin,r rnrth " propotunl ttat¥11J-11L lo t.h. C.rU( L .... t• of Incorporation of Hid Corporat fon, dee brinu 1111 ld A111enJ111.int to be 1&dviaabla 4nd -e:;_;,:•.~ .... _ .: --~ tCiillt-n1 • ••ttna ot th• 1tocltholde1, nf ,u1;1~ Curpor11tton for coa•lderation . . Chneof., The reao1ut1cn ntt1ng forth the rroposed avnded h u folluwit1 !It~.~ •• : ~·"! .. ,~, ... ,; ~, -....:~,.:.i , . • • -~ '·A•• ,;_'i ,''..,.,',. . . . . . • • • -: ... . ~• ~ - ': ~VIDt That • tb1 Certlficate of Incorporation cf this Coq,oration be anded by.:;~':· :·"" ,: 0 -,:•· .. ;.~QI th• Article thereof numbered 11 FO:-,URTH" ao that, u •••nd111ent, aid ArUcl1 • • -~---- -... -ehali lte aD.d·- rucl.a1 follO\. .. : • .~ .. : ··~~, ,,.-, ~- ··-.x~1~:i{,.-:~ .. ~-_.;., -~-.:, :-_-_ ~-;...;.i ., -~- - ~- .. _ ,.',- ,,,: .. , .,. ,the total 11Gaber of aharea of stock which thia t;orpo,ation ia autbori&ed to have . • '\ :'~';')1ia,i•tandiq at any one ~iae 1& ••. :,(: • .itiall be'.0 clivlded aa follow•: Six MU.lion 1'1ve tluooreo lbouaaod (6,500,uvv) wi•,i..~:. _ 1 ;,_~ .·:(- •/?'•" • (a) .... (b) Six Million u,.uou,om;, .ill1H.-oo ,,r CullllliOl, value of Ten Cante ($,10) per •hare; Pi•• Hundred Thou and (500,000) ahar:ea of Preferred Stock bavisli a noainal or pat value ot Ten Centi ($,lO) par hare, Tlua. deaianation • votina powers, prehrttnc..s. optional ol' other sp~~1 .... 1 r.i.~l,t, and qu111 tt1cattone I l1.11Ha t lone I c r reet r 1" t ton& ot t iu• ,.hove daad H.;at.luau1 u( •tu~, tball.h• ae ·follova: ··,ac,10N• .. - ,w·awo sTQ:9.1 (2) Sharee ~1 tbe Prefened Stork aay be i•sued iD onP. or aore kinds. subdivided into. cla•••• and Nri•• at such tille or tiae• and for auch consideration or coneideration1 •• the Board of Dtr•~tnrR mAy d•tenatnP., All ah re• pf any one ••rtea •hall be of equal tank and identical in all respects. Authority 1• hereby expressly granted to the Board of Directors to tix, troaa UM to tillle, by resolution or t'e•oluttons providing tor the itu1u1:e u.i: .... , kiild, claH. and eeriee of PTeferred Stock, the designation of such kind, cl•••• and series and the powers, preferences and rights of the ~hRreR of such kind, class, and .. ries and the poverP, prefe1 .!n~<ao anJ tights ~1. tnc .. h.aus of such kind, ~laaa, and sarias. nnd the qualtficetionR,· limitations or restrictions. thereof, including the follovin~: .. oooua l :::-:-<·~ "' ,A·;:·· : ... 1';, ··~•,,·

| •• <! • .... i " , • -: ';~( '>'~ (a) Ihe clist.lnc:t'tv• d.-efjnattoa and nuaber of 11harH comprieing •uch kind, dau, ond Hr!,1•• which auabcr uy C•xupt vbcre othorvhe provided by the ao.rd of Director• in creatina 11.lch kind, clan, .ind .. ries) be incraaaid ot~.'. d•crea'tecl , (but not belov the 11Wlber of eharu tb .. n out1tandtn1) "froii"U11e tot:UM by actf.u of the Board of Directou; (1,) Th• dividend nce,·oa the ebarH of that kind, clu ■• and eeriH, whether ·dt•id•nd• ahall be, cU1U.L1~1ve aud, ii •u• rrom ~hirh ~~t• or dat••• and tb• Hlativo ri&hU of priority, if any• of p11y,n.-nt of dividend• on tth•r•• of that· klnd, clue, aud Hri•• over •bare, of any klnd, daH, and HT1••; (c)'· Wbethar Che abaru of .that Ar.ind, clAH, and HTioa •hall tt. Hdfielliiible • 'and, IC "" • i:111 • tet"llls ··and concH ttona of auch rednptton, lnclwU.na • the dne O?' datet upon or afteT which they ab.all Le udue1Ubl1.1 1 m4, th• ••uuut per 11l111rft i,avable tn can• u! i-cJ.cmption, vhtch nount _,.. var, IUlder dUfennt con«U.t.fo111 11nd at di (hrunr.. ,u,lemi,t lurt Jattot.i Whether that kind. cia ... 4nd HIit !1lll, ~hall hil\';,; .1 ~ !:,tdne !'11nif fo'I' th-red-.iLl.->U .)t' pureh'l!'f" ,.., •h11-r•• of that kind, claH, and .. ••r1•• and. U •o, the te'l'IU and a110Unta payable into nch inkin15 fu1ul; · • • --<•> . 'the iiahta to vhlch t"t' holden of the •h•res of that kind. ~l• ■■, encl ,.,u Ln .. 1,u::.1 ~c rr.t1t· Pd 1n the event of voluntary oT tmrol11ntaey .. ltq•1tclat1on, di .. olutlon. distribution of HHU OI' v1ndill11--'l> of th,.. Corpotation. and tb~ relative right• of priority, tf 11ny. of pa,ant of ~~-~•• nf thftt kind. cla••• and aerie•s '(f) Whether the ehaTee of that kind, cl•••• and ••ries ahall be converttbl• trito OT •wchftng•11ble for aharea of atock of any clan or any otbeT kind, cla1•• and Hri•• of Preferred Stoc.!k. 1 anJ, if etn, th• tams and coildit1ona of aucb conversion or exchan&•• 1ncludina th• uthod ot • adju1t1ng th• ratee of converdon or exchange in the event of a •tock l!lrl 1,, 1~rnck dt•1.dend. cOllbination of abar•• or ai 11ar event; Ci) Whothet th"' ah1tTH of that kind, c:laH, and HriH shall have votina dghte, in "ddition to the voting righl• provided by law and, if so, the teraa of aucb voting cf¥ut•i (h) Whether tbe auar.c• nf 11nJ additional •hares of such kind, class, and aerie:, or of any •harea of any other kind, clas1t, and series, shall be •ubject to re1triction1 as to 1•suance, or: •• to the p<N4n.,.. l'li:.:iui::1111c'-'1t or ri(lhta of any such other kind, class. and series; (1) Any othbc prafcrcncc~, prlvlleges and powers, and relative, particip.ting, option.al or oth9r epecial rights. and qualification.a. limitation~~~ T•wcrtcttona of Juch kind, class, and series, as the Board of Ut-r~..: .. 0:-9 f"· ... y dttea adviuble and as at,all uvl b.:. i.,~on~~~!',.nt -.,Hh '""" prov1aions of this CeTttticate or iucu .. .,-.1.a.::.:.on ", ~ t~ thr fnl' ....... ,...,t now or hereafter pemitted by the laws of Delaware. (3) Pay11ents of dividends shall be as follows: 00003 2 . r~~ . ..;. ·-:· ..,_,;....:; . ,.,.,',kl'> -~·.: --~--.. ~ .. \,. ·•~4.•_')M,,, ......... ,,&\Jt- : ::;:/4 -~"' ... -!l'li~ ... -f~t1£:.·· '1'·::\," • ~,. !f

| ;',;_.,, -,,··•~ ..... ,· ... ,i:.'L 2¥.ti• 1---••"l,J:.~~ . .,."'•~"(-~~ (a) Th• ho~d;~;i,oi .. ·,fft.;;.c1·it~~k:.~f ••~h kincl, claea, and HtiH deli1nated •'•/"'if.~:· •• CUIIIU.l.atha J.n_:t~'J1Ct ,_of . clhideadi\, lu ptehronce to the l..;ldara ut the Comon _Stoc_~t,;~hal,\ .. be en,t~C.l~cl to receive, •• •nd wh.n dt1c.lar•J t>y rh11 Huard of J;irect:~r• jµ_t,all./wul• laaal.J.y •vailable therefor. caah dividend•· 11t the rat•·· •fOl'''.8UCh:.ur • • ~.fixed iD accorduca vith the providona of Section A of tbl• Article IV ao4·ao aora . . .. / , ·;(b),._ Tb~ -b~lder ·-~1.' 'Pref~ii-red St~k. nf "'"~h ,ieriH dH:fgnated •• t~'.t*.:. noti""cu:iWl~t.1\ii'~-·1a·· .... ~., ... L i:,£ al.lv1Jend• • Ill prttrennc\! LO the hotden or tb.,_~ll Stock, ball be entitled to r~c•tv~ ~" 11nd whPr. d"'t>hr!!d bY, ..... th!'"!~'"" t,!·l)t"Tet'tDr!! out ~ fm,d~ teti,Hy • .,,,n .. ,.,,. .......... fnr1 ,.!!l!h d_ivid•-'• t •~.' the - r•t• for·_ ·,ucb iirle• •· fixed la accordance vith t"i •• ·-·~•. - ; ·":#-, '·' ,. • <>.'': pl'CrttetOT1e' of<seettcm''A' of thh • Ai'Ucl• IV" and no moT•; ·< it ·.t··_-•~h_-1: ':-~-~~i:f.,~:·p .. •,:·!:--.~---._ -~\ '\~·~-• .•.. • ,•·,•·~.:.~1~~i:,1-,.,,:;:~;t ' ' --- " .,. ' ' ''(c:) No •. d.tvJ'1~4 _afuill ~- paid u.po11. gt d,u~latllU ur set aaid• fort any •h11r'! • of Pr•fer-red t\tock with T'HpttCt to anv dividend i,eriod unlHe at the HIN! -1:!f' Ill liiH _p,;upou.:+.,~• .. ~· d.1viduml wit.u r~:,p~~l tu Llu:: ·-~ div.1.u11,uJ p•tlod 1 raubly· lo proportion to tl11~ ru~ec l. llil':! annual Jlvt1h:11d tntu. fixed therefor, •h•Jl bA patd upon, nr Jecbr@d and tf't ap11rt tnr, lilt_,. ·,,~ hana ·ot rre,.n•d Rt,_,.,. ~f • 111 kin~e, clni:Jcs. and ::cr1ac thin l&a ... ll ana. O~l.•t-~U\i and 11ntitied to receive euc:h divic.l~nd; " - ' . ... . ' ' ' ' ' : ,...,, .\ . .,,..~ So lona· •• ~~ 1.'.Mtru . ~ .".'referred Stock shall be ouutand1ng, in ao ) ... , . event ett111l 1111 dividend. vhcthu in caah or property. be paid 01' .. declared, 1101' elutll fifty clhtrf'-nt1,on be t11a«h1, OT\ tht' f"~,:in !t,et', TI'.)r ·'' ~-'''."' ._, . ..., r:· .1- •. • ·:• . ·.,, •. • .-n. .... W,1t'J •~ll any aharea oC th• COtlillOc\ Stnclc be purchucd, redoemad nr othotv1H- • ..... acqliit'ed for ¥1!1 hHt by the Corpnratfon, unleH all dividend• on all· ,. '7> cuaulative kind • c).a11••• ancl erie ■ of Preferred Stock vith reepect to au put dJ.videQJ pet·todl and uni•H all dividend• of all kinda. claa HIJ'.'.;1\i,.~.-. .. and, Hd.e■ of -ltnfarrod nock for the then cunent dividend period aball .;., .7,· h•• boan paid or declared and a aum 0 1uffident' foe tbe payunt thereof -,, .. :. <L aal -.p.att., .u.ul unle1til tbl Cotpontion aha.1.l uut. ~. in Je!ault with re pect to any :of ita obU.gationa with re1pect to any ainlting fund of any ., . { kind. claH, aJMI aeries of Prefeued Stock.. The foreaoing provi ton• of.:. .. ": thb Para1r11ph (d) shall nut. llc>wr.vt.r 1 11;,ply to " d1vldentl payable in Co ,IIOD ~tock. , ...,.: (': ;,~, .,-_., • ,,;.•,:1,. No dividend• eball be de ... d to have accrued on any ahan of Preferred • Stock 'of tl\Y kind. cluia, 11nd Ht'lH With rc!lpCCt to a.lj' period prt,)I; to the·· 4ate of original iaaue of such aha re or the dividend payment date · 1111M•U.ately pruediag or 1:o.i..l.ow1ag aucb dace ot original i. .. ,, .. , "" ll'Wl~ bt-prov14ed in tli• r11aolutloil or uaol-.t1uu& of the Board of Directors cr .. ciog such kind. cla••• .and eriea. The Preferred Stock shall not be entitled to participate in any dividend• declared and paid on the Co1111on Stock. whether- payable in caeh. atock or otherw1 .. -,. Accruals of dividends shall not bear int-rest. (4) ln th,. l'V .. nt of any. volu~tary or bv.:;lu:.t.l!"}' 11quic1:!t'!c,n, .t• ~•:• INl, distribution· nf 11•"t4tt9 ftT' vindina;-ur 'lf th<' r,..,.,n.,.cthm, t"" i.,..,~ .. - .. nF !-h(" cih,u·PQ of eitch kind, claas, and, eer'ies of the Ptefaned Stock then outstanding shall hr entitled to receive out of the, net . aHeta of the Corporation, but only in accordance with the preferences, tf·anv, provided for such kind. class, and series. before any distribution or payment anall be made to the holders of :.: . ..:. Common Stock,- the amount per share fixed by the resolution or rcoolutions of the Bonrd of 0000.t· 3

| (,.,,,. • r.1Nc tor!t to b• ri,ce1v•d by the hold•r• of' •httn•• uC "o.:;.h such k inc!. cl :u:i:. :11"d aeries on 6 ... ..::h \,.;.lWltAry :,r t;,• 1 ol,,ntary liquidAtlon, <lltu+uluLiun, Jietributlon of aHat.. or winding-up. •• th• caH uy be. If such vayment ahall have been made in full to the bolder• of all out unding Pref•ued Stock of all kind, clasa, and series, or duly provided tor, tbe reu1n1n..-. -tu ol LIie l:orporuL1\Ju •Ii.all 1,., available f~r distribution aaon1 the holders of the Common Stock<•• provided in Section 8(2) ot tbta Arttc1e 111), it 11pf'n ,my 1111d1 ll(1uld•Lluu, J.1. .... luliu11, c!istr1bution of llll'!l~ts OT windtn1-11r, thto net 1111.-et11 of the (;orporation availabb foT ,lt•1rrtl1utton Allll"T\8 thl' nolde,.e c>f 11nv <ln• or mnra kind, claru•~ and aeries of the Preferred Stock which (1) are entitled to• preference ovor the holders ot th• Comm.,n Stock_ . .:pon such 11.qufti.,t1c-n, dis11olntinn, dhrtribt1t1.on of ABaets or wf.ading-up, and (1Li rank equally in connection therewith, ohall be inaufficient to 11M&k.e rayment In f\111 pl tla,· pn,f,.r1•ntlill a111011n1 rn wh 1c11 the 1,.,l(lcrA of such ~hn'l'I!"! 11hatl he ,.,,Htlcd. then euc:h as11et9 shall be di t'l'ibuted .,.mong the holderti of each ti~~ -..J.hJ, cla.-.,~, &n.a •~r11..u oi tlu: i:1l•io1 , ... J. ::L .. '-~ ... ~t4t •• Ll;' :-. .;: .. ~~ .. !!ng !'~ '"~" re•,ecttve ,--.c,unta to whlch thf'y would l>tl e11dll-.J in rc,1pc..:t ot lhu 1;1hatui; hul..! '·;· t: .... m ~prr. :mch 11etr1t,•Jtin:1 If Hll :i111ni1ntQ T'"Y,....nt "" ,,, ..,1r 1, r",;!'""t tn 11uch shAre wre paiu in full. Neither the consolid4tJ.on or merger of tho Corporation, r.0r the "1ale, leas• or conveyance (..,hetb~, for cash, securities or other property) u[ all or port of its aasets, stiall be deemed a liquidation, d1Hoh.tio11, dii-trlbutiun of 1:1eta or 1.:i:l-!!:lg I.;' ::' ~c Ctr;-nr, .. fon ••:!tli!~ !:~C '!:!"Dninn nf tho fn..- .. !!ni~!! rrl"vh1nn1111. (S) Except to the extent otherwhE> r.-quired by law or provided in the resolution tlT' T'••o lnt ion111 of t.he l\oa'rd oC D lrttc toe a ado:,tcd pursuau t to author .1.1..)1 granted in this Sect1on A of Article IV, the ffhares of the Prefe-;.·red Stock shall h,we no voting power with respect to any matter whatsoever. In no event i,hall the l'trferred ~t,-,·k bu ~n1 i t!uJ Lu .:,-.,;., th.,n ,in<' '.'r,to tn resrerr oi .ach share of stock. (6) Share& of Preferred ~t eek wl,ich have been rl!dcl'med, converted, exchanged. purch~••d• retired or surrendered to the Corporation, or which have been re-acquired in any manner, 11h11l l h,w.- tht! 11tatus ,>f authorhcd .l.nd unhsued Preferred Stt'ck and uy be re-issued t>v the ~oard ot lllrccLurii as .. har~s uf the eaae or any o~her aeries. SECTION B - COMMON S10Cl (l) Aft,r th!! requirements with respect to preferential dividends, 1t any, on th" Preferred Stock (fixed pursuant to Paragraph 2(b) of Section A and as further provided for in Paragraph 3 of Section A, both of this Article IV) shall have been 11&t, and after tt\e Coq,oratton shall have complied with all the requirements, if any, with respect to the setting aside of sums in a sinkinl! fund for the purchase :.;r u.;..!~-4-t!,·:, u! .. t.1u:e• o! a.J.:, kiuJ. claim, and :cr1r.~ r,!' Prc,ft"r .. r-1 <:r,.rlt (flxf!d ~ur~~a~~ t~ r~r~;r~ph !(c) ani ~~) ~f S~cti~~ A rf th ◄~ ~rtirlP TV). thpn ~nd not otherwiGe, the holders of Common s•ock :,hall recefv.-, tr, thl' t'Xtl'nt '.'"rniitted by law. such dividends aa uy be declared from time to time by the Board of Directors; (2) After distribution in full of t.he prefchntial amount, if any (fixed pursuant to Paragraph 2(e) of Section A of this Article IV)• to be distrlhuted r<" the hnldPr~ of Preferr~d Stock, 1n thP PVPnt of the voluntarv or involuntary liquidation. dissolution, distribution of assets or winding-t..,; .,f the Corporat io.i, 4

| ' ,., ~• the holders of the Coaaon Stock shall be entitled to receive all the remaining asnts of the Corporation of whatever kind available for distribution to etockl.ol4ers ratably in proportion to the number of shares of Common Stock held by dwa respectively; SECTION C - OTBE& PiOVISlOIIS (1) The stockholders of the Corporation are expressly denied the preemptive right to subsc~ibe to any or all addittoul issues of stock of the Corporation of any or all c.lasaifications. kinds, clastlea or &eries thereof. {2) Any and all shares issued by the Corporation for which the full consideration has been paid or delivered shall be deemed fully paid and nonassessable shares. ~: That thereaftec, pursuant to the resolution of its Board of Directors. a special aeeting of the stockholders of said Corporation was duly called and held, upon not.ice in accordance with section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amend~t'nt. THIRD: That said amendment was duly adopted in accordance wit~ the provisions of Section 242 of the General Corporation La·, of the State of Delaware. FOURTH: That the capital of said corporation will not be reduced under or by reason of said Aaendaent. 11 WlTHESS VBEREOF, said ULTRA DYNAMICS CORPORATION, has caused its corporate seal to be her.unto affixed and this Certificate to by signed by GEORGE G. SOLYMAR, its Pre&ideot • aod atte1tted by R.EUot:N tl. SlWCK, its Secretary, this )("16ay of April, u,l~.· ·:::.,,,. , , ' , 'rt'/ , . • ''\. ··:.~·········· ,,.,: ",,,-:. • '}/• r.,1-:.,.?i~:(i\ ::_~:j~i~> -_ I A ' .~-,- " •• f""i:--· ; ~·/ .. :;_.::!-{'.>_./ ..l._:t, 11 0 •.• -• •trurf'·· ✓--'\ I . ULTRA DYNAMICS CORPORATION ( . '\', I BY ~-<#-""'--~ .....,____ ·, : __ G_'E_O-RG_E_G_._S_O_L_iMAiO;_~_P_r-es_i_d_e_n_t __ 11,)' ' / BY: __ I (, L I ...,..._.-~,~-~~L~~-~-_..t_i_. _.,..,.-~-~w--~,_, __ _ REi.MiifM. SIWEK,· Secretary

| STATE OF NEW YORK COUNTY OF WESTCHESTER ) ) ss.: ,,., . . . • • On the\oY,-lay of April, 1983, personally came before me. a Notary Public in and for the County and State•• aioreaaid, GEORGE G. SOL\MAR, PreRident of ULTRA DYNAMICS CORPOBATlON, a Corpnration of the State of Delaware, and he duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of eaid Corporation and the facts stated therein are true; and that the •••l affixed to the said Certificate and attested by the Secrecary of said Corporation is the comnon or corporate seal of said Corporation, IN WITNESS WHEREOF, 1 have hereunto aet my hand and seal of office the day and year aforeeaid. ·.~ (SEAL) 6

| .. ,. .. -. CDTlPlCATE OF AMEHDMINT OF CIRTIFICAT! or INCOIPOIATIO~ FI LEO ID~ JUN 13 1983 .............................. ., ............................................... . Ultra Dynallice Corporation, a con,oration organised and existing under and by virtue of the General Corporation Law of th• State of Delaware, DO!S ll!REBY l:ll'tlFY: That at a aeeting of the Board of Direc::on of Ultra Dyuaaic• Corporation on April 28, 1983, resolutions were duly adopted setting forth a proposed aaendMnt ro the CertiflcatP. of lncorpor11tion of said corporation, declarina said amendment t~ be advisable a~d calling a 11t:~ting of the stocltholderc of said corporation for consideration tnereof. The resolution setting forth the propoe~d uendment is as follows: RESOLVED; Thal the Cer:.i.f'icate of Incorporation of this corporation be aaendea by changing the FIRST Article thereof so that, as Amended, said Article shall be anJ read as follows: "The name of the corporation is Purcflow Incorporated" SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held on April 28, 198), upon notice in accordance with Se.ction 2;!2 of the General Corporation Law of the State of Delaware at which •~et ng the necessary number of shares as required by statute were voted in favor of the amendment. ~: That said amendment was duly adopted in accordance ,,,.1th the proviaions of Section 242 of the General Con,oration Law of the State of o~lavare. 00002 ' ,

| :: .. ; .; IN VITNISS WREIEOP, aid Ultra Dynamics Corporation has cau1ed this C:ert1UcaU to be li&ned by GIOllCE G. SOLYHAR, ita President rnd attested by llEUBEN K. SIWBl, it• S•cretary, tht• ~..,...- day of May, 1983. ·._ ULTRA DYNAHICS CORPOKA'tl.ON ATBST: 00003

| ... ,. . • - STATE OP COLIFORNIA ) COUNTY OF LOS ANGELES) SS,; . . 1,111 On theJf' day of Hay, 1983. personally came before me. a Notary Public in and for the County and State as aforesaid, GEORGE G, SOLYMAR, President of ULTRA DYNAMICS CORPORATION, a Corporation f the State of Delaware, and he duly executed said Certificate before me and acknowledged the aaid Cert\flcate to be the act and deed of said Corporation and the facts stated therein are true; and that the seal affixed to the said Certificate and attested by the Secretary of the Corporation is the co111JDOn or corporate seal of said Corp~ration. IN WITNESS WHEREOF• I have hereunto set my hand and seal of office the day and year aforesaid. ~-~ NOTARY PUBLIC {SEAL) U0\)04 .',,·.

| : . ,,. ~-•12~00~, ClllnFICATE OP AMENl>M!NT OP CERTIFICATE OF INCORPORATION OF PUROFLOW INCORPORATED . FILED .......................... l,vr ,.u..aa 9 ~ •• t.q. ~,.c.\ 19 P .. 2• 'ti) .......... , ............. . PUROPLOW INCOIPOBATED, a Corporation organized and exi tina under and by virtue of the General Corporation Law of the State of Del~vare, does hereby certify: nan: That at a aeeting of the Board of Directors of the Corporation, 'molutiona were duly adopted setting forth a proposed amenclMnt to the Certificate of Incorporation of said Corporation, declaring said Amendment to be advluble and callina • meeting of the Stockholder• of said Corporation for cooaideration thereof. The resolution setting forth the proposed Aaendment 1• •• follova: RESOLVED: That tho Certificate of Incorporation of this Corporation be aMnded bJ addina a new section 12 to such Certificate of Incorporation titled "Section 12. Liaitation of Liability of Directors" as follows: •section 12. Ltaitation of Liability of Directors. "(A) A Director of the Corporation shall not be liable to the Corporation or it• Stockholder• for aonetary daaages for breach of fiduciary duty••~ director, except to the extent such exemption from liability or lilllitation thereof ta not permitted under the Delaware General Corporation Law aa the same exists or uy hereafter be aaended. "CB) Arty repeal or IIOdification of the foregoing paragraph (A) by the stockholder, of the Corporation shall not adversely affect any rigbt or protection of a director of the Corporation exiatiag hereunder vitb respect to an:, act or OlliHion occurring prior to, or at the time of, such repeal or a>diftcation." II WITNESS WREll!OP, said PUROFLOW INCORPORATED. has cau~ed its Co?!lorate Seal to be hereunto affixed and this Certificate to be signed by George G. Solyur, its Preaident, and attested by Reuben M. Siwek. its Secntary, this 4th day of .. Sept_.r PUROFLOW INCORPORATED AttHt: BY:_ ........ ~-..-U ·- .. , ,.~ ..... -•} 11 ____ .. __ ,..

| ' .. ,· " STAT! OP NEV YORK ) COUNTY OF WESTCHESTER ) ss.: On the 5th day of Septeab.r • personally came before ae, a Notary Public in and for the County and State aa aforeeaid, GEORGI G. SOLYKAll, Preaident of PUROFLOW INCORPORATED, a Corporation of the State of Delaware, and he duly executed Mid Certificate before 111e and acknowledged the ••id Certificate to be hi• act and deed and the act and deed of said Corporation and the fact ■ atated the-r.in are true; and that the seal affixed to the Mid Certificate and atteated by the Secretary if said Corporation ia the coamon or Corporate Seal of ••id Corporation. IN WITNESS WHEREOF. I have hereunto set my hand and seal of office the day and year aforesaid. (SEAL)

| I I L CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Puroflow Incorporated * * * * * * FILED Puroflow Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corpora-tion, at a meeting duly held, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, that the Certificate of Incorporation of Puroflow Incorporated be amended by changing the first three paragraphs of the Fourth Article thereof so that, as amended, said Article shall be and read as follows: "The total number of shares of stock which this corporation is authorized to have outstanding at any one time is six million five hundred thousand (6,500,000) shares, which shall be divided as follows: (a) Six million (6,000,000) shares of Common stock having a nominal or par value of Six and Two-Thirds Cents ($.06 2/3) per share. (b) Five hundred thousand (500,000) shares of Preferred stock having a nominal or par value of Ten Cents ($.10) per share."

| .. SECOND: That in lieu of a meeting and vote of stock-holders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Puroflow Incorporated has caused this Certificate to be signed by GEORGE SOLYMAR, its President, and attested by REUBEN M. SIWEK, its Secretary, this Ni nth day of March , 1989. ATTEST: By __,_!....;;'[-=)L~Yh~·~~/~,=-.J...~,-----,--- Reuben M. Siwek, Secretary

| FILED 10:00 AM 10/17/1995 950238115 - 567115 CERTIFICATE OF AMENDMENT OF CERTIFICATE Of INCORPORATION OF PUROFLOW INCORPORATED Puroflow Incorporated, a corporation organized c,nd existing under and bv virtue of rhe General Corporation Law of the State of Delaware. DOES HERESY CERTIFY: fl.B.iI: That the Board of Directors of said corporation, at a meering duly held, adopted '1 resolution proposing and declaring adviseble the following amendment to the Certificate of Incorporation of said corporation: RESOLVED, That the Certificare of lm;orporation of Puroflow Incorporated be amended by changing the first three paragraphs of the Fourth Article thereof so that. as amended, said Article shell be anCI read as follows: "The total number of shares of stock which this corporation is authorized to have issued at 5rt.'f cme til11e is 'l'lle1ve Mil.lion Five Htnb:ai 'l1nJSBnd (12,500,000) shares, which shall be divided as follows: (al Twelve Milllon (12,000,000) shares of Common Stock having a nornir,al or par value of One Cent ( $ .0 f l per share. (b) Five Hundred Thousand (500,000l shares of Preferred Stock having a nominal or par value of Ten Cents ($.10) per ghare.'' SECOND: That thereafter, pursuant to resolution of its Board of Directors, an Annual Meeting of Stockholders of said corporation was duly called and held on September 18, 1995, upon notice in accordence with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as requi!'ed by statute were voted in favor of the amendment. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation L~w ot ths State of Delaware.

| Certificate of Amendment of Certificate of Incorporation of Puroflow Incorporated Page 2 IN WITNESS WHEREOF, said Puroflow Incorporated has caused this Certificate to be signed by Michael H. Fig off, its President, and attested by Sandy Yoshisato, its Secretary, this 3rd day of October, 1995. Puroflow Incorporated ATTEST: By s,,S2 f+• Sandy Yoshisat~ Secretary

| CALIFORNIA ALL·PURPOSE ACKNOWLEDGMENT State of California County of Los Angel es On October 3, 1995 before me, Sandy Yoshisato, Notary Public DATE NAME, TITLE OF OFFICER - E.G , "JANE DOE. NOTARY PUBLIC" personally appeared __ M_,_· c_h_ae_l_H_. _F_i_g_of_f _______________ _ NAME(S) OF SIGNER(S) [x] personally known to me - OR - D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac-knowledged to me that he/she/they executed the same in his/her/their authorized 1· ........ , , .. ·1 a •_:,.. SANORA M. VC ... HISATO .,. • -- -~ COMM.# 1036417 z I ~ -,,; • .. Nota,y Pl.bile - Co!ifomia ?£ z , ' LOS ANGELES COUNTY ;:. l Mv Comm. Expires AUG 21. I'.( . " 4000000¥03000~ capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE F NOTARY No. 5907 ----------OPTIONAL---------- Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL [x) CORPORATE OFFICER President TITLE(S) 0 PARTNER(S) 0 ATTORNEY-IN-FACT 0 TRUSTEE(S) 0 LIMITED 0 GENERAL 0 GUARDIAN/CONSERVATOR 0 OTHER: ----- SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Puroflow Incorporated DESCRIPTION OF ATTACHED DOCUMENT Certificate of Amendment of Certificate of Incorporation TITLE OR TYPE OF DOCUMENT Two (2) NUMBER OF PAGES October 3, 1995 DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION• B236 Remmel Ave, P.O. Box 7184 • Canoga Park, CA 91309-7184

| CIRtJJl'JCAU or .uDNDMEltt OFTD aRTlftCA'J'E or JNCORN>B4TION OP PUROFLOW INCORPORATED Puro11ow ~. a corpomion orpaized and existing undsr lftd by vhtuc of th, Genal Cflrporaticm Law of the: St.aee ofDeJaWtn (the ilolCosporafion•'), ooas JreR.SY CiRTlFY: .FJR.ST: That thb !ioatd of Dhctan ot thl Ca,pcq'idM ~t a duly Ailed meatifta, clllly adopwd rt10lut1om llttina forth a proposod amcn=iant or the Certiiicm of ~cnt or dm Owpmation, dcclamg said amondmtnt m be ldvuable an4 Pl'OP~ that said amendment be, ,~msidcsn,d by tho 1toekh0Wen ot 1hc Corpo~ol). Tho resolution Mthtc fcuth the pn,poacd mcn.dmcnt ia u foJlaWli: RESOLvm>, that ~ BOlnl of Direotors dKllns that it ir; ~lo to amend Ani~lG FOUR.TR ot1be Cenificate "flacorporaticua of CU Cotporlti0n u foUO'Wl: 'iPOtJRTff: Thi$ Coa]:iolatioa ii 1uth01faid tQ issue two clasHI of stock to be daiartatld, •Je0d¥ely, "Commcm SJ:Dck"" 4111d ~cm;cl Stock." The tota1 n\lmblr of'lharof or COfflllUlll Slack this CO?pOn.tiOn ii authoriaod. IO lnua is 12,000,000, par ytlut S.15 per lblrl, and dlt total n.umbar of _. otPrd'errad S•k thil Cocpomion iii a\lehmi= to ilsue is s00.000 d\lftl of Prtfe.tald :Stildc, par "111t S. lO p.- ~ wilb the Board or I>in:ctcn btUftl hereby aulhclrized to fil Of 8'f thfl riatm. prefarenc•, privilqa and Rllric:tion JrlDtcd to or ifflJ)Oled upon any Nliet or such ~ Stoct, u ~ nmbor of.,.. comtituti1'* .ny such seria and the dl&i8ftlMII tlltno~ or of aay Qf lhflo, 1bl BOlld of Dim:ton ia also authoriuid to im:reue or dema&a tht naamber of lblret ff any Rrie&. prior or 1'1bscQ'IHlllt to lbe i$SU tJf Utu Nriel, but not l,c1Gw the num'blr or wrea ot •• Rrias 1h1m 011-.Bna- ln am d\11 mmibet' of lblrm of ab)' 1cd.es shall ht 10 ~~ the tbarn Mftltitutia, nc:b ~ 8baJJ fllllml tlll •«- wblch tbl,y had ,nor to tho adaption of die reaolution ariainalJy b!ng th•~oflblrca ofub Nri• lu gfOotcJhcr L 2001 (the "Bffttctive .Datt''), each 111ft of Common Sioc;k1 par va4Jo s.01 per aban:. of lhe Corpollttcm la.cl and outstanding or held. o treasury STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04: 00 PM 09/26/2001 010478351 - 0567115

| shares immediat.tly prlor to the Eftccuv, Date (the "Old Cormnon Stock") mall automatically be toelauified .nd contmYed (!he •~ersc Splii?, wtt.hout Nl)' acuon mi the part of the holdar thereof: ., ooe•fitteenth of on• &bare of Cammon Skk¼. The CCQOration •hall not llllUI frac;ti.anal &hlfCII OU ~, of the Rcverat Split. Hold•rt of Old Common Stoek who wo11Jd othenwi11 be etitlad to a ft-actiOD uf a Share on account of the R.e\rae SpU, 6l1l remvc, upon 1mnmder or the stock certifi"'I$ ronnwly ~ting thalo1 or the Old Commo;a Stock, in Jiou ot iuoh fractional share, an amQ\IDt ln cash (the ~cech-in .. Licu A.mOWlt") equal to the then market value of suoh h.rional tntemt, Such mantt valua will be d...-mintd by ealc~atin, th; aV'1'1SC clo1in, price of the Comm~ll Stack as qtK>tcd. on the OTC 8u11elfn Bc,ml for tho tel\ businm cuys prior to the Bffclve Date, No intQeSt thall be payable on die C.lih .. in•Uev Amount!' SECOND; That thereafter, tho atodcholdcrs of U111 Ce>tj)Ollticm, at I duly call=. meeriQg of the 1'toekholdars, Voted ht favor of the amMdment THDU>: that nid amendment wu duly tdoptod in accordance with tn• l)rO\li~io.as of Section 242 of the Oon.al COl'pffl'atfon Law af tht St• of Delawm. IN WITNESS WREU.OF, .Puroflow Incorpcratod fiat caused 'this Ctrlificalt to be ~ned by Michael H. Agoff', itl Pruidt:At Md Chief Executive Officer, tl\ii .i:S,_ day of ~~2001. PU'IWFLOW JNCORPOUTm> TOTAi.. P.83 TOTAL P.03

| CERTIFICATE OF AMENDMENT OF Secretary of State Division of Corporations Delivered 11: 44 AM 10/29/2003 FILED 11 :36 AM 10/29/2003 SRV 030693726 - 0567115 FILE CERTIFICATE OF INCORPORATION . OF l-UROFLOW INCORPORATED PUR.OFLOW INCORPORATED, a corporation organized and existing Wlder and by virtue of the General Corporation Law of the State ofDelaware (the "Corporation'1 ), DOBS HEREBY CERTIFY: 1. This Certificate of ,Amendment amends the Certificate of Incorporation ofthe Coxporation (the "Certificate ofincorporation'1 by amending Article First to change the name of the Corporation. 2. The text of Article First of the Certificate of Incorpotation is amended hereby to rean as follows: ·•First~ The name of the Corporation is Arg~ Inc.,, 3. The foregoing amendment to the Certificate of Incorporation was duly adopted by vote of the stockholders holding a majority of the outstanding stock entitled to vote thereon. 4. This amendment to the Certificate of Incorporation was duly adopted in accoldance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by tbe undersigned authorized officer this ,-3 N,, day of October, 2003. PURO By.· ~-=~~{,c!;.;.. __ __:.......;~---- N ainer li. ~ossellnann Title: Chainnan of the Boa.rd

| CERTIFICATE OF AMENDMENT OFTHE CERTIFICATE- OF INCORPORATION OF ARGAN,INC. ARGAN, fNC .• a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation''), DOES HEREBY CERTIFY: 1. This Certificate of Amendment amends the Certificate of incorporation of the Corporation (the "Certificate of Incorporation") by amending the Fourth Article thereof to increase the numbt.-rof authorized shares of the Corporation's Common Stock from 12,000,000 shares to 30,000.000 shares. 2. The text of Article Four of the Certificate of Incorporation is hereby amende<l by deleting the reference therein to "I 2;000,000" and inserting "30,000,000" in l.icu thereof: 3. The foregoing amendment to the Certificate of Incorporation was duly adopted by vote oftht'. stockholders holding a majority of the outstanding stock entitled to vote thereon. 4. This amendment to the Ce11ificate of Incorporation was duly adopte-d in accordanc~ with the provisions of Section 242 of the General Corptm:1tion Luw of the State of Delaware. IN WITNESS WHEREOF. the Corporation has caused this certificate to be signed by the undersignt~d authorized officer this /1 t1 day of June, 2007. State of Delaware Secretazy of State Division of Corporations Delivered 10:07 PM 06/25/2007 FILED 09: 37 PM 06/25/2007 SRV 070749258 - 0567115 FILE

| CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ARGAN, INC. Argan, inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows: FIRST: This Certificate of Amendment (the "Certificate") amends the provisions of the Corporation's Certificate of Incorporation originally filed with the Secretary of State of the State of Delaware on May 15, 1961, as subsequently amended (the "Amended Certificate of Incorporation"). SECOND: Article 12 ofthe Amended Certificate of Incorporation is hereby amended and restated in its entirety as follows: TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Amended Certificate to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended, as of the date of such amendment. No amendment or modification (including any amendment or modification effected by operation of law merger, consolidation or otherwise) or repeal of the foregoing paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation hereunder in respect of any acts or omissions occurring prior to the effectiveness of such amendment, modification or repeal. THIRD: This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. FOURTH: All other provisions of the Amended Certificate of Incorporation shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned has hereunto signed his name and affirms that the statements made in this Certificate are true under the penalties of perjury this 17th day of June, 2025.