CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
EXPRESS-1 EXPEDITED SOLUTIONS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned officer of
Express-1 Expedited Solutions, Inc. (the “Corporation”), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, certifies:
FIRST: This Certificate of Amendment was authorized and approved by the Board of Directors on
January 26, 2007, and by the holders of a majority of the Corporation’s issued and outstanding voting capital
stock on June 14, 2007.
SECOND: Article VII of the Certificate of Incorporation is deleted in its entirety and replaced with the
BOARD OF DIRECTORS
The Board of Directors of the Corporation shall consist of at least one member and no more than nine
members, each of whom shall be a natural person. The exact number of directors within the limitations
specified in the preceding sentence shall be fixed from time to time in the manner provided in the Bylaws of the
Corporation. The directors shall be divided into three classes designated as Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the number of directors constituting the
entire Board of Directors. The term of office of the initial Class I directors will expire in 2008, the term of office
of the initial Class II directors will expire in 2009 and the term of office of the initial Class III directors will
expire in 2010. Initial class assignments shall be determined by the Board of Directors. At each annual meeting
of stockholders, successors to the directors whose terms expired at that annual meeting shall be elected for a
three-year term. A director shall hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and qualified, subject, however, to such director’s prior deat