Credit Agreement by and Among Pareteum Corp

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CMI CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

The undersigned corporation (the "Corporation"), an Oklahoma corporation, for the purpose of adopting an Amended and Restated Certificate of Incorporation pursuant to Section 1080 of the Oklahoma General Corporation Act (the "Act"), hereby certifies:

1. The name of this Corporation is .

2. The name under which the Corporation was originally incorporated was .

3. The original Articles of Incorporation of the Corporation were filed with the Oklahoma Secretary of State on

4. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 1080 of the Act, after being proposed by the Directors and adopted by the shareholders in Section 1077 of the Act, and restates, integrates and further amends the Certificate of Incorporation.

Furthermore, the shareholders of the Corporation have duly adopted the Amended and Restated Certificate of Incorporation for the purpose of providing that all provisions of the Act will apply to the Corporation and its shareholders to the fullest extent.

5. The Certificate of Incorporation of CMI Corporation is hereby restated, as further amended by this Certificate, to read in full, as follows:

CERTIFICATE OF INCORPORATION OF CMI CORPORATION

FIRST: The name of this Corporation is (the "Corporation").

SECOND: The address of its registered agent in the State of Oklahoma and the name of its agent at such address shall hereafter be , Attn: .

THIRD: The term of this Corporation shall be .

FOURTH: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act.

FIFTH: The aggregate number of shares which the Corporation shall have authority to issue is as follows:

Class: Number of Shares: Par Value:

Class: Number of Shares: Par Value:

Class: Number of Shares: Par Value:

SIXTH: The preferences, qualifications, limitations, restrictions, and other special or relative attributes of the classes of shares of stock of this Corporation are as follows:

(A) Each share of Voting Common Stock and Voting Class A Common Stock shall be entitled to one vote per share on all matters to be submitted to the shareholders of the Corporation.

(B) The Preferred Stock may be issued from time-to-time in one or more series, each of said series to have such designations, preferences and relative, participating, optional, voting or other special rights and qualifications, and limitations or restrictions thereof as are stated and expressed in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

(C) Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article Sixth, to authorize one or more series of Preferred Stock and, with respect to each series, to fix by resolution or resolutions providing for the issue of such series:

(a) The number of shares to constitute such series and the distinctive designation thereof;

(b) The dividend rate of such series, if any;

(c) Whether or not dividends on the shares of such series shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;

(d) Whether or not the shares of such series shall be redeemable and, if redeemable, the premium, if any, over and above the par value thereof and any dividends accrued thereon which the shares of such series shall be entitled to receive upon the redemption thereof;

(e) Whether or not the shares of such series will be subject to the creation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking fund or funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

(f) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of the stock of the Corporation and the conversion price or prices or the rate or rates on which such exchange may be made, with such adjustments, if any, as shall be stated, expressed or provided in such resolution or resolutions;

(g) The amount of premium, if any, over and above the par value thereof and any dividends accrued thereon, which the shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(h) The voting power, if any, of the shares of such series;

(i) The rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(j) Such other special rights, qualifications, limitations or restrictions as shall be stated, expressed or provided in such resolution or resolutions.

(D) Shares of Voting Common Stock and Voting Class A Common Stock shall be identical in all respects, except that no share of Voting Class A Common Stock shall be transferable or assignable in any respect unless such transfer or assignment is permitted under the following provisions:

(a) Until the earliest of January 1, 2006, such date as the Corporation shall no longer have any unutilized federal income tax net operating loss carryovers or capital loss carryovers, or such date after which Section 382 of the Internal Revenue Code of 1986, as amended, is repealed or so substantially modified such that the restrictions on transfer described herein are no longer necessary, certain transfers are void under the stated ownership thresholds.

(b) The restrictions contained in paragraph (a) have been included for the purpose of reducing the risk of occurrence of an "ownership change" within the meaning of Section 382(g) of the Code and the Regulations.

(c) No transfer restriction applies if prior written approval of the Board of Directors is obtained and, if requested, counsel to the Corporation delivers an opinion that such transfer would not result in an ownership change.

(d) The transfer agent shall not issue certificates transferring Voting Class A Common Stock unless required certificates and attestations are provided.

(e) Any attempted transfer in excess of permitted limits shall not be effective, and the purported acquiror shall not be entitled to shareholder rights with respect to prohibited shares.

(f) Until the stated date or event, all certificates representing shares of Voting Class A Common Stock shall conspicuously bear the stated legend.

(E) The Board of Directors has created a series of Preferred Stock of the Corporation to consist of 4,800 shares and hereby restates the voting powers, designations, rights, preferences, privileges and restrictions of the shares of such series as follows:

(a) DESIGNATION.

The designation of the series of Preferred Stock created by this Resolution shall be (hereinafter called the "Series B Preferred Stock").

(b) DIVIDENDS.

(i) Accrual. Dividends shall accrue on each share of Series B Preferred Stock at the rate of from the date of issuance of such share.

(ii) Cumulation. Dividends upon each share of Series B Preferred Stock shall be cumulative. Each and which shall occur after the date of issuance of each share shall be deemed a "Cumulation Date".

(iii) Full Cumulative Dividends. The term "Full Cumulative Dividends" shall mean the amount which is equal to dividends at the full rate fixed for each share of Series B Preferred Stock.

(iv) Payments. The holders of shares of the Series B Preferred Stock shall be entitled to receive in cash the dividends accruing on the Series B Preferred Stock each and that any shares shall be outstanding.

(v) Unpaid Accrued Dividends. The term "Unpaid Accrued Dividends" shall mean Full Cumulative Dividends to the date as of which Unpaid Accrued Dividends are to be computed.

(vi) Dividend/Redemption Limitations. Prior to the first Cumulation Date, no dividend shall be paid nor shall any other distribution, purchase or redemption be made of or upon any stock ranking junior to the Series B Preferred Stock.

(c) REDEMPTION.

(i) Optional Redemption. The shares of the Series B Preferred Stock may be redeemed at the option of the Corporation upon not less than 30 days' prior notice, at the redemption price per share of plus Unpaid Accrued Dividends to and including the redemption date.

(ii) Scheduled Redemption. The Corporation will redeem out of funds legally available for such purpose, on each December 31st of each year commencing December 31, 1988, the following number of shares:

300 December 31, 1988

500 December 31, 1989

750 December 31, 1990

750 December 31, 1991

750 December 31, 1992

750 December 31, 1993

750 December 31, 1994

250 December 31, 1995

(iii) Effect of Non-redemption. If the Corporation shall fail to make any scheduled redemption required above then until such scheduled redemption is made, the Corporation shall not declare or pay any dividend, or make any other distribution upon, or purchase or redeem, any capital stock ranking junior to the Series B Preferred Stock.

(iv) Effect of Redemption. Unless default be made in payment, dividends on the shares called for redemption shall cease to accrue on the redemption date.

(v) Receipt of Redemption Price. The holders of record shall be entitled to receive the redemption price upon actual delivery of certificates for the shares to be redeemed.

(d) RIGHTS ON LIQUIDATION, DISSOLUTION, WINDING UP.

(i) Liquidation Payment. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets available for distribution, before any payment is made to junior classes, an amount per share equal to .

(ii) Proportionate Distribution. If the assets available are insufficient, proportionate distributive amounts shall be paid ratably.

(iii) Effect of Reorganization. Certain mergers, consolidations, sales, or reorganizations shall not be deemed a liquidation, dissolution or winding up.

(e) VOTING.

(i) Voting Rights. The shares of the Series B Preferred Stock shall have all the voting rights of the Voting Common Stock and Voting Class A Common Stock and shall vote together as a class.

(ii) Default in Dividends or Redemption. Whenever Unpaid Accrued Dividends equal or exceed two Dividend Periods or redemptions are missed for two consecutive periods, the holders of Series B Preferred Stock shall have the exclusive right, voting separately as a class, to elect one director.

The following conditions relate to the special meeting and quorum rights:

Special meeting requested by holders of at least of the outstanding Series B Preferred Stock.

Quorum requirement: holders of of the outstanding Series B Preferred Stock entitled to vote.

(f) RANK OF SERIES B PREFERRED STOCK.

The shares of the Series B Preferred Stock shall rank prior as to dividends, redemption and upon liquidation to the shares of Voting Common Stock, Voting Class A Common Stock, and other equity securities of the Corporation.

(g) FRACTIONAL SHARES.

The Series B Preferred Stock may be issued in fractions of a share equal to one-tenth (1/10) share or any integral multiple thereof.

I. RETIREMENT OF REDEEMED SHARES.

Shares of the Series B Preferred Stock which have been redeemed shall have the status of authorized and unissued Preferred Stock of the Corporation.

SEVENTH: The number of directors of this Corporation shall be specified in the Bylaws, provided the number of directors shall not be less than three.

EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Oklahoma, the Board of Directors of this Corporation is expressly authorized:

To make, alter, amend, add to, revise, or repeal the Bylaws in any manner not contrary to the laws of the State of Oklahoma;

To authorize and cause its officers to execute mortgages and liens upon the property, both real and personal, and upon the franchise of this Corporation;

To designate committees of one or more directors, as provided in the Bylaws;

To grant rights to convert any of the securities issued by this Corporation into shares of any class or classes of stock and options to purchase or subscribe for shares of any class or classes upon such terms and conditions as may be determined by the Board of Directors;

NINTH: A director of this Corporation shall not be personally liable to this Corporation or its shareholders for monetary damages for breach of fiduciary duty except as provided by law.

TENTH: The shareholders of the Corporation have duly adopted this Amended and Restated Certificate of Incorporation for the purpose of definitively providing that the provisions of the Oklahoma General Corporation Act will apply to the Corporation and its shareholders to the fullest extent.

ELEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or shareholders, the court may order a meeting and, if approved by the required majorities and sanctioned by the court, the compromise or arrangement shall be binding.

TWELFTH: The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action, suit or proceeding by reason of the fact that he, his testator or intestate is or was an officer or director of the Corporation or is or was serving at the request of the Corporation as an officer or director of another enterprise.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer and attested by its Secretary, this day of 1992.