CERTIFICATE OF INCORPORATION
THE UNDERSIGNED, a natural person, for the purpose of organizing a corporation under the provisions and
subject to the requirements of the General Corporation Law of the State of Delaware, hereby certifies that:
FIRST: The name of the Corporation is LOGIMETRICS, INC.
SECOND: The registered office of the Corporation is to be located at 306 South State Street, in the City of
Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the
United States Corporation Company.
THIRD: The purpose of the Corporation is to engage in any lawful act of activity for which a corporation may be
organized under the General Corporation Law of Delaware.
FOURTH: (a) The aggregate number of shares of stock which the Corporation shall have authority to issue is one
million (1,000,000) shares of which eight hundred thousand (800,000) shares with a par value of ten cents ($.10)
per share shall be designated "Class A Common Stock" and two hundred thousand (200,000) shares with a par
value of forty cents ($.40) per share shall be designated "Class B Common Stock."
(b) The relative rights, preferences and limitations of the shares of each class are as follows:
(i) the holders of the Class A Common Stock shall have one vote per share for all purposes and the holders of
the Class B Common Stock shall have four votes per share for all purposes.
(ii) at any time after the Corporation first has net earnings after all federal, state and local taxes in any fiscal year,
of the sum of two hundred and fifty thousand ($250,000) dollars as determined by the Corporation's regularly
employed independent Certified Public Accountant in accordance with generally accepted accounting principles
each share of Class B Common Stock may, at the option of the holder thereof, be converted into four shares of
Class A Common Stock.
FIFTH: The name and address of the incorporator is:
SIXTH: The following provisions are