TO CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF DESIGNATION OF AIR INDUSTRIES GROUP AUTHORIZING THE ISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK

Section 1. Definitions. The following definitions in this Certificate of Designation are hereby deleted.

“Dividend Payment Date”

“Dividend Period”

“Dividend Record Date”

“Liquidation”

“Parity Stock”

“PIK Election”

“PIK Shares”

Section 3. Rank is deleted in its entirety.

Section 4. Dividends is amended in its entirety to read as follows:

“Holders of Series A Preferred Stock shall be entitled to receive dividends declared, paid or set aside in respect of the Common Stock on an as converted basis, ratably with the holders of the Common Stock.”

Section 5. Liquidation is amended in its entirety to read as follows:

“Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the stockholders of the Company shall be entitled to be paid out of the assets of the Company legally available for distribution, after payment of or provision for the debts and other liabilities of the Company, such amounts as remain available for distribution to stockholders of the Company, and shall be distributed to the holders of the Common Stock and the holders of the Series A Preferred Stock, on an as converted basis, and such holders shall share ratably and on a pari passu basis in any such distribution of assets.”

Section 6. Voting Rights. Clause (c) of the second paragraph of this section is amended to delete the words “, unless such increase is necessary to pay PIK Dividends”

Section 7. Conversion. Section 7 bb) is amended in its entirety to read as follows:

bb) “Automatic Conversion. Upon the consummation of a public offering of shares of Common Stock from which the Company receives gross proceeds of at least $5,000,000 (a “Qualified Public Offering”), and subject to and only upon obtaining approval of the stockholders of the Company in accordance with the applicable rules of the Principal Market, without any action on the part of the Holders, the then outstanding shares of Series A Preferred Stock, including shares issued as pay-in kind dividends, shall automatically be converted into shares of Common Stock at a rate equal to the number of shares of Series A Preferred Stock being converted, multiplied by the Stated Value, divided by the price at which the shares of Common Stock are first sold to the public in that Qualified Public Offering (“Automatic Conversion”), and the Series A Preferred Stock will be deemed to no longer be outstanding as of the date of such Automatic Conversion.”