CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

AIR T, INC.

______________________________

    The undersigned authorized officer of Air T, 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 effective as of August __, 2021:

FIRST: The name of the Corporation is: Air T, Inc.

SECOND: The stockholders and board of directors of the Corporation properly adopted and approved the following amendment to the Certificate of Incorporation of the Company (the “Certificate”) in accordance with the provisions of Section 242 of the DGCL.

THIRD: Paragraph (b) of Article 4 of the Certificate shall be amended and restated in its entirety and shall read as follows:

“(b)    The total number of shares of undesignated preferred stock that the corporation shall have authority to issue is two million (2,000,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to Two Million Dollars ($2,000,000) in one or more series, with such voting powers, designations, preferences and relative, participating, optional or other special resolution or resolutions providing for the creation and issuance of any such series adopted by the board of directors prior to the issuance of any shares of such series, pursuant to authority expressly vested in the board.”

    FOURTH: All other provisions of the Certificate shall remain unchanged and shall continue in full force and effect.

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by the undersigned authorized officer effective as of the date first set forth above.

AIR T, INC.

Nick Swenson, Chief Executive Officer

Signature Page to Certificate of Amendment to the Certificate of Incorporation of Air T, Inc.