CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
SURGE COMPONENTS, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the Chief Executive Officer and the Secretary (the "Secretary") of SURGE
COMPONENTS, INC., (the "Corporation"), do hereby certify and set forth:
1. The name of the corporation is SURGE COMPONENTS, INC. (the "Corporation").
2. The date the Certificate of Incorporation of the Corporation was filed with the Department of State is the 24th
day of November, 1981.
3. Article FOURTH of the Certificate of Incorporation is amended by the addition of a provision fixing the
number, designation, relative rights, preferences, and limitations of the Non-Voting Redeemable Convertible
Series A Preferred Stock as fixed by the Board of the Corporation pursuant to the authority vested in it by the
Certificate of Incorporation.
4. Article FOURTH of the Certificate of Incorporation is hereby amended to add the following provision to the
end of Article FOURTH:
A. Non-Voting Redeemable Convertible Series A Preferred Stock.
1. Number Authorized and Designation. Of the 1,000,000 shares of preferred stock authorized under this Article
FOURTH, the Corporation shall have the authority to issue 260,000 shares designated as Non-Voting
Redeemable Convertible Series A Preferred Stock, $.001 par value (referred to herein as "Series A Preferred
2. Rights, Preferences and Limitations. The relative rights, preferences and limitations of Series A Preferred
Stock are as follows:
(a) Dividends. The Series A Preferred Stock shall be entitled to share dividends on a pro-rata basis with the
Common Shares if and when declared. The Series A Preferred Stock shall be paid dividends prior to payment of
dividends to Common Shareholders.
(i) Upon the approval of the shareholders of the Corporation of the Global Acquisition (as hereinafter defined),
the ME Merger (as hereinafter defined) and the issuance of the Cl