**Exhibit 3(i)**

 

Delaware

 

*TheFirst State*

 

I, HARRIET SMITHWINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THEATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CUBICCORPORATION” AS RECEIVED AND FILED IN THIS OFFICE.

 

THE FOLLOWINGDOCUMENTS HAVE BEEN CERTIFIED:

 

CERTIFICATE OFINCORPORATION, FILED THE THIRTEENTH DAY OF DECEMBER, A.D. 1984, AT 10 O’CLOCKA.M.

 

CERTIFICATE OFAGREEMENT OF MERGER, FILED THE TWENTY-SECOND DAY OF FEBRUARY, A.D. 1985, AT 10O’CLOCK A.M.

 

CERTIFICATE OFAMENDMENT, FILED THE SIXTH DAY OF MARCH, A.D. 1987, AT 11:30 O’CLOCK A.M.

 

CERTIFICATE OFOWNERSHIP, FILED THE FIRST DAY OF JUNE, A.D. 1987, AT 10 O’CLOCK A.M.

 

CERTIFICATE OFAMENDMENT, FILED THE SIXTEENTH DAY OF APRIL, A.D. 1996, AT 8:30 O’CLOCK A.M.

 

CERTIFICATE OFAMENDMENT, FILED THE TWENTY-THIRD DAY OF JULY, A.D. 1996, AT 1:15 O’CLOCK P.M.

 

CERTIFICATE OFAMENDMENT, FILED THE TWENTY-FIFTH DAY OF FEBRUARY, A.D. 1998, AT 2 O’CLOCK P.M.

 

CERTIFICATE OFAMENDMENT, FILED THE TWENTIETH DAY OF

 
| 2050509   |   | 8100H  |
|-----------|--------|--------|
| 040048902 |   |   |

 
| [Seal  of the Secretary of State of Delaware] | /s/  Harriet Smith Windsor, |
|-----------------------------------------------|-----------------------------|
|                                          | Secretary  of State         |
| AUTHENTICATION:  2887486                      |                        |
|                                          |                        |
| DATE:  01-23-04                               |                        |

 

1

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FEBRUARY, A.D.2002, AT 3 O’CLOCK P.M.

 

CERTIFICATE OFAMENDMENT, FILED THE SEVENTEENTH DAY OF APRIL, A.D. 2002, AT 2 O’CLOCK P.M.

 

AND I DO HEREBYFURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ONRECORD OF THE AFORESAID CORPORATION.

 
| 2050509   |   | 8100H  |
|-----------|--------|--------|
| 040048902 |   |   |

 
| [Seal  of the Secretary of State of Delaware] | /s/  Harriet Smith Windsor, |
|-----------------------------------------------|-----------------------------|
|                                          | Secretary  of State         |
| AUTHENTICATION:  2887486                      |                        |
|                                          |                        |
| DATE:  01-23-04                               |                        |

 

2

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Delaware

 

*TheFirst State*

 

I, HARRIET SMITHWINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CUBICCORPORATION”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF APRIL, A.D. 2002,AT 2 O’CLOCK P.M.

 

A FILED COPY OF THISCERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 
| [Seal  of the Secretary of State of Delaware] | /s/  Harriet Smith Windsor, |   |
|-----------------------------------------------|-----------------------------|--------|
|                                          | Secretary  of State         |
|                                          |                        |
| 2050509                                       |                        | 8100   |   | AUTHENTICATION:  1726579 |
| 020244781                                     |                        |   |   | DATE:04-17-02 |

 

1

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| STATE OF ***DELAWARE***       |
|-------------------------------|
| ***SECRETARY***OF ***STATE*** |
| DIVISION OF CORPORATIONS      |
| *FILED  02:00 PM 04/17/2002*  |
| *020244781  - 2050509*        |   |

 

CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION

 

CUBIC CORPORATION, a corporation organizedand existing under and by virtue of the General Corporation Law of the State ofDelaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That at a meeting of the Board of Directorsof CUBIC CORPORATION resolutions were duly adopted setting forth a proposedamendment to the Certificate of Incorporation of said corporation, declaringsaid amendment to be advisable and calling a meeting of the stockholders ofsaid corporation for consideration thereof. The resolution setting forth theproposed amendment is as follows:

 

RESOLVED: That the Certificate of Incorporation ofthis corporation be amended by changing Article 4 thereof so that, as amended,said Article shall be and read as follows:

 

“4.                              The total numberof shares of stock which the Corporation shall have authority to issue is50,000,000 shares which shall be Common Stock without par value.”

 

On the effective date of this Amendment, each shareof the Common Stock, without par value, outstanding before the amendment, isdivided into three Common Shares, without par value.

 

----

 

Each share of theCommon Stock, no par value, of this Corporation issued and outstanding at theclose of business on the date of the taking effect of said amendment, being thedate of the filing and recording of said amendment in the Office of theSecretary of State of the State of Delaware, is changed into three fully-paidand non-assessable shares of Common Stock, no par value, of this Corporation;all certificates for shares of Common Stock, no par value, that are then issuedand outstanding, including those held by the Corporation as Treasury Shares,are deemed to be certificates for the same number of shares of Common Stockrespectively, no par value each; and that each holder of record of saidcertificates at the close of business on the effective date of said amendmentshall be entitled to receive additional certificates representing twoadditional shares of Common Stock, no par value, for each one outstanding shareof Common Stock.

 

No fractionalshares are to be issued to shareholders in connection with such stock splitbut, in lieu thereof, cash shall be distributed to each shareholder who wouldotherwise have been entitled to receipt of a fractional share and the amount ofcash to be distributed shall be based upon the closing stock price on theAmerican Stock Exchange, after adjustment for the effect of the splithereinabove declared, of this Corporation’s Common Stock, without par value, onthe date of said filing with the Secretary of State of the State of Delaware.”

 

2

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SECOND: Thatthereafter, pursuant to resolution of its Board of Directors, a Special Meetingof Shareholders of said Corporation was duly called and held, upon notice inaccordance with Section 222 of the General Corporation Law of the State ofDelaware, at which meeting the necessary number of shares, as required bystatute, were voted in favor of the amendment.

 

THIRD: That saidamendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware.

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused this certificate to be signed byWALTER J. ZABLE, its President, and WILLIAM C. STEWART, Jr., its Secretary,this 17th day of April, 2002.

 
| CUBIC  CORPORATION       |
|--------------------------|
|                     |
| By.                      |
|                     |
| /s/  WALTER J. ZABLE,    |   |
| President                |   |
|                     |
| ATTEST:                  |
|                     |
| /s/  WILLIAM C. STEWART, |   |
| Secretary                |   |
|                          |  |  |

 

3

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Delaware

 

*TheFirst State*

 

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THESTATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OFTHE CERTIFICATE OF AMENDMENT OF “CUBIC CORPORATION”, FILED IN THIS OFFICE ONTHE TWENTIETH DAY OF FEBRUARY, A.D. 2002, AT 3 O’CLOCK P.M.

 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDEDTO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 
| [Seal  of the Secretary of State of Delaware] | /s/  Harriet Smith Windsor, |                     |
|-----------------------------------------------|-----------------------------|--------------------------|
|                                          | Secretary  of State         |
|                                          |                        |
| 2050509                                       | 8100                        | AUTHENTICATION:  1624444 |
| 020111727                                     |                        | DATE:02-21-02            |
|                                               |                             |                          |  |  |  |

 

1

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CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION

 

CUBIC CORPORATION, a corporation organized andexisting under and by virtue of the General Corporation Law of the State ofDelaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That at a meeting of the Board of Directorsof CUBIC CORPORATION resolutions were duly adopted setting forth a proposedamendment to the Certificate of Incorporation of said corporation, declaringsaid amendment to be advisable and calling a meeting of the stockholders ofsaid corporation for consideration thereof. The resolution setting forth theproposed amendment is as follows:

 

RESOLVED: That the Certificate of Incorporation ofthis corporation be amended by changing Article 4 thereof so that, as amended,said Article shall be and read as follows:

 

“4.                               The total numberof shares of stock which the Corporation shall have authority to issue is25,000,000 shares which shall be Common Stock without par value.”

 

SECOND: That thereafter, pursuant to resolution ofits Board of Directors, the Annual Meeting of Shareholders of said corporationwas duly called and held, upon notice in accordance with Section 222 of theGeneral Corporation Law of the State of Delaware, at which meeting thenecessary number of shares, as required by statute, were voted in favor of theamendment.

 

----

 

THIRD: That saidamendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware.

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused this certificate to be signed byWALTER J. ZABLE, its President, and WILLIAM C. STEWART, Jr., its Secretary,this 15th day of February 2002.

 
| CUBIC  CORPORATION            |
|-------------------------------|
|                          |
| By:                           |
|                          |
| /s/  WALTER J. ZABLE,         |   |
| President                     |   |
|                          |
| ATTEST:                       |
|                          |
|                          |
| /s/  WILLIAM C. STEWART, Jr., |   |
| Secretary                     |   |
|                               |  |  |

 

2

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*State of Delaware*

 

*Office of the Secretary of State*

 

I, EDWARD J.FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CUBICCORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF FEBRUARY, A.D.1998, AT 2 O’CLOCK P.M.

 

 
|            |     | [Seal of the Secretary of State of Delaware] |
|-----------------|----------|----------------------------------------------|
|            |     |                                         |
|            |     | /s/ *Edward J. Freel,*                       |
|            |     | *Secretary  of State*                        |
|            |
|            |     |                                         |
| AUTHENTICATION: |     |                                         |
|            |     |                                         |
| 2050509         | 8100     | 8940446                                      |
|            |     |
| DATE:           |     |
|            |     |
| 981073376       | 02-25-98 |
|                 |          |                                              |  |  |  |

 

1

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**CERTIFICATEOF AMENDMENTOFCERTIFICATE OF INCORPORATION**

 

CUBIC CORPORATION, a corporation organized andexisting under and by virtue of the General Corporation Law of the State ofDelaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That at a meeting of the Board of Directorsof Cubic Corporation resolutions were duly adopted setting forth a proposedamendment to the Certificate of Incorporation of said corporation, declaringsaid amendment to be advisable and calling a meeting of the stockholders ofsaid corporation for consideration thereof. The resolution setting forth theproposed amendment is as follows:

 

RESOLVED: That in the judgment of the Board ofDirectors of Cubic Corporation it is deemed advisable to amend the Certificateof Incorporation of said corporation so as to increase the capital stock ofsaid corporation, and for that purpose to change Article 4 of the Certificateof Incorporation to read as follows:

 

“4.                                 The total number ofshares of stock which the Corporation shall have authority to issue is20,000,000 shares which shall be Common Stock without par value.”

 

SECOND: That thereafter, pursuant to resolution ofits Board of Directors, the Annual Meeting of Shareholders of said corporationwas duly called and held, upon notice in accordance with Section 222 of theGeneral Corporation Law of the State of Delaware, at which meeting thenecessary number of shares, as required by statute, were voted in favor of theamendment.

 

----

 

THIRD:  That said amendment was duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused this Certificate to be signed byWALTER J. ZABLE, its President, and WILLIAM C. STEWART, its Secretary, this 23rdday of February, 1998.

 
| CUBIC  CORPORATION       |
|--------------------------|
|                     |
| By:                      | /s/  WALTER J. ZABLE, |   |
|                     | President |   |
|                     |
| ATTEST:                  |
|                     |
| /s/  WILLIAM C. STEWART, |   |
| Secretary                |   |

 

2

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*State of Delaware*

 

*Office of the Secretary of State*

 

I, EDWARD J. FREEL, SECRETARY OF STATE OFTHE STATE OFDELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THECERTIFICATE OF AMENDMENT OF “CUBIC CORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAYOF JULY, A.D. 1996,

 

AT 1:15 O’ CLOCKP.M.

 

A CERTIFIED COPYOF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OFDEEDS FOR RECORDING.

 

 
| [Seal  of the Secretary of State of Delaware] | /s/*Edward J.  Freel,* |    |
|-----------------------------------------------|------------------------|---------|
|                                          | *Secretary of State*   |    |
|                                          |                   |
|                                          |                   |
| AUTHENTICATION:                               |                   |    |
|                                          |                   |    |
| 2050509                                       | 8100                   | 8037265 |
|                                          |                   |    |
| DATE:                                         |                   |    |
|                                          |                   |    |
| 960213870                                     | 07-23-96               |    |
|                                               |                        |         |  |  |

 

1

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CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION

 

CUBIC CORPORATION,a corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware,

 

DOES HEREBYCERTIFY:

 

FIRST: That at ameeting of the Board of Directors of CUBIC CORPORATION resolutions ware dulyadopted setting *forth a proposed*amendment to the Certificate ofincorporation of said corporation, declaring said amendment to be advisable andcalling a meeting of the *stockholders of said*corporation forconsideration thereof. The resolution setting forth the proposed amendment isas follows:

 

RESOLVED: That theCertificate of Incorporation of this corporation be amended by changing Article4 thereof so that, as amended said Article shall be and read as follows:

 

“4.  The total number of shares of stock whichthe Corporation shall have authority to issue is 15,000,000 shares which shallbe Common Stock without par value.

 

On the effectivedate of this Amendment, each two shares of the Common Stock, without par value,outstanding before the amendment, is divided into three Common Shares, withoutpar value.

 

----

 

Each two shares ofthe Common Stock, no par****value, of this Corporation issued andoutstanding at the close of business on the date of the taking effect of saidamendment, being the date of the filing and recording of said amendment in theoffice of the Secretary of State of the State of Delaware, is changed intothree fully-paid and nonassessable shares of Common Stock, no par value, ofthis Corporation; all certificates for shares of Common Stock, no par value,that are then issued and outstanding are deemed to be certificates for the samenumber of shares of Common Stock respectively, no par value, each; and thateach holder of record of said certificates at the close of business on theeffective date of said amendment shall be entitled to receive additionalcertificates representing one additional share of Capital Stock, no par value,for each two outstanding shares of Common Stock.

 

No fractionalshares are to be issued to shareholders in connection with such stock splitbut, in lieu thereof, cash shall be distributed to each shareholder who wouldotherwise have been entitled to receipt of a fractional share and the amount ofcash to be distributed shall be based upon the closing stock price on theAmerican Stock Exchange,

 

2

----

 

afteradjustment for the effect of the split hereinabove**declared, of thisCorporation’s Common Stock, without par value, on the date of said filing**withthe Secretary of State.”

 

SECOND: Thatthereafter, pursuant to resolution of its Board of Directors, a Special Meetingof Shareholders of said corporation was duly called and held, upon notice inaccordance with Section 222 of the General Corporation Law of the State ofDelaware, at which meeting the necessary number of shares*, as*required by statute,were voted in favor of the amendment.

 

THIRD: That saidamendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware.

 

IN WITNESSWHEREOF,**saidCUBIC CORPORATION has caused this certificate to be signed by WALTER J. ZABLE,its President, and WILLIAM C. STEWART, Jr., its Secretary, this 23rd day ofJuly 1996.

 
| CUBIC  CORPORATION            |   |
|-------------------------------|--------|
|                          |   |
|                          | BY:    | /s/  WALTER J. ZABLE, |   |
|                          |   | President |   |
|                          |   |
| ATTEST:                       |   |
|                          |   |
|                          |   |
| /s/  WILLIAM C. STEWART, Jr., |   |   |
| Secretary                     |   |   |
|                               |        |  |  |  |

 

3

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*Stateof Delaware*

 

*Officeof the Secretary of State*

 

I, EDWARD J.FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CUBICCORPORATION”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF APRIL, A.D. 1996, AT8:30 O’CLOCK A.M.

 

ACERTIFIED COPY OF THIS CERTIFICATE HAS ,BEEN FORWARDED TO THE NEW CASTLE COUNTYRECORDER OF DEEDS FOR RECORDING.

 

 
| [Seal  of the Secretary of State of Delaware] | /s/  *Edward  J. Freel,* |     |
|-----------------------------------------------|--------------------------|----------|
|                                          | *Secretary of State*     |
|                                          |                     |
| AUTHENTICATION:                               |                     |     |
|                                          |                     |     |
| 2050509                                       | 8100                     |     | 7908017 |
|                                          |                     |     |
| DATE:                                         |                     |     |
|                                          |                     |     |
| 960108413                                     |                     | 04-16-96 |
|                                               |                          |          |  |  |

 

1

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CERTIFICATE OF AMENDMENTOFCERTIFICATE OF INCORPORATION

 

CUBIC CORPORATION, a corporation organized andexisting under and by virtue of the General Corporation Law of the State ofDelaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That at a meeting of the Board of Directorsof CUBIC CORPORATION resolutions were duly adopted setting forth a proposedamendment to the Certificate of Incorporation of said corporation, declaringsaid amendment to be advisable and calling a meeting of the stockholders ofsaid corporation for consideration thereof. The resolution setting forth theproposed amendment is as follows:

 

RESOLVED: That the Certificate of Incorporation ofthis corporation be amended by changing Article 4 thereof so that, as amended,said Article shall be and read as follows:

 

“4.                                The total numberof shares of stock which the Corporation shall have authority to issue is15,000,000 shares which shall be Common Stock without par value.”

 

SECOND: That thereafter, pursuant to resolution ofits Board of Directors, the Annual Meeting of Shareholders of said corporationwas duly called and held, upon notice in accordance with Section 222 of theGeneral Corporation Law of the State of Delaware, at which meeting thenecessary number of shares, as required by statute, were voted in favor of theamendment.

 

----

 

THIRD: That saidamendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware.

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused this certificate to be signed byWALTER J. ZABLE, its President, and WILLIAM C. STEWART, Jr., its Secretary,this 15th day of April 1996.

 
| CUBIC  CORPORATION            |                  |
|-------------------------------|-----------------------|
|                          |                  |
| By:                           | /s/  WALTER J. ZABLE, |   |
|                          | President             |   |
|                          |                  |
| ATTEST:                       |                  |
|                          |                  |
| /s/  WILLIAM C. STEWART, Jr., |                  |   |
| Secretary                     |                  |   |

 

2

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**18747**

 

**State of Delaware, Office of theSecretary of State**

 

I, MICHAELHARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF CUBICCORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATEOF DELAWARE, MERGING CUBIC PRECISION, INC. A CORPORATION ORGANIZED AND EXISTINGUNDER THE LAWS OF THE STATE OF DELAWARE, PURSUANT TO SECTION 253 OF THE GENERALCORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICETHE FIRST DAY OF JUNE, A.D. 1987, AT 10 O’CLOCK A.M.

 

AND I DO HEREBYFURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OFTHE STATE OF DELAWARE.

 
| [Seal  of the Secretary of State of Delaware] | /s/  Michael Harkins |   |
|-----------------------------------------------|----------------------|--------|
|                                          | Secretary  of State  |   |

 

 
| AUTHENTICATION:  : 1257741 |              |
|----------------------------|-------------------|
|                       |              |
| 877152043                  | DATE:  06/01/1987 |

 

1

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CERTIFICATE OF OWNERSHIP AND MERGERMERGINGCUBIC PRECISION, INC.INTOCUBIC CORPORATION(Pursuant to Section 253 of the GeneralCorporation Law of Delaware)

 

CUBIC CORPORATION,a Delaware Corporation (hereinafter referred to as the “Corporation”), doeshereby certify:

 

FIRST: That theCorporation is incorporated pursuant to the General Corporation Law of theState of Delaware.

 

SECOND: That CUBICPRECISION, INC. is incorporated pursuant to the General Corporation Law of theState of Delaware.

 

THIRD: That theCorporation owns all of the outstanding shares of each class of the capitalstock of CUBIC PRECISION, INC., a Delaware Corporation.

 

FOURTH: That theCorporation, by the following resolutions duly adopted by the ExecutiveCommittee of its Board of Directors on the 27th day of May 1987, determined tomerge into itself CUBIC PRECISION, INC. on the conditions set forth in suchresolutions:

 

RESOLVED, thatCUBIC CORPORATION merge into itself its wholly owned subsidiary, CUBICPRECISION, INC. and assume all of said subsidiary’s liabilities andobligations; and

 

RESOLVED, FURTHER,that the President and the Secretary of this Corporation be and they hereby areauthorized and directed to make, execute and acknowledge a Certificate ofOwnership and Merger setting forth a copy of these resolutions to merge saidCUBIC PRECISION, INC. into this Corporation and to assume said subsidiary’sliabilities and obligations and the date of adoption thereof and to file thesame in the office of the Secretary of State of Delaware and a certified copythereof in the office of the Recorder of Deeds of the County of New Castle.

 

----

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused its Corporate Seal to be affixed andthis Certificate to be signed by WALTER J. ZABLE, its President, and WILLIAM C.STEWART, JR., its Secretary, this 28th day of May, 1987.

 
| CUBIC  CORPORATION |                         |
|--------------------|------------------------------|
|               |                         |
| By:                | /s/  Walter J. Zable,        |   |   |
|               | President                    |   |   |
|               |                         |
| Attest:            |                         |
| By:                |                         |
|               | /s/  William C. Stewart, Jr. |   |   |
| Secretary          |                         |
|                    |                              |  |  |  |  |

 

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State of Delaware

Office ofSecretary of State

 

I, MICHAELHARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CUBICCORPORATION FILED TN THIS OFFICE ON THE SIXTH DAY OF MARCH, A.D. 1987, AT 11:30O’CLOCK A. M.

 
| [Seal  of the Secretary of State of Delaware] | /s/   Michael  Harkins, |     |
|-----------------------------------------------|----------------------------------------|----------|
|                                          | Secretary  of State                    |     |
|                                          |                                   | 11155775 |
|                                          | AUTHENTICATION:                        |     |   |
|                                          |                                   |     |   |
| 737065041                                     | DATE:                                  |     | 03/06/1987 |
|                                               |                                        |          |  |  |  |

 

1

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CERTIFICATE OF AMENDMENTofCERTIFICATE OF INCORPORATION

 

CUBIC CORPORATION,a Corporation organized and existing under and by virtue of the GeneralCorporation Law of the State of Delaware,

 

DOES HEREBYCERTIFY:

 

FIRST: That, at ameeting of the Board of Directors of CUBIC CORPORATION, resolutions were dulyadopted setting forth a proposed amendment of the Certificate of Incorporationof said Corporation, declaring said amendment to be advisable and directingthat the proposed amendment be considered at the next Annual Meeting of theStockholders. The resolution setting forth the proposed amendment is asfollows:

 

RESOLVED:  That the Certificate of Incorporation ofCubic Corporation be amended to add the following thereto, as Paragraph 12:

 

“12. No Directorshall be personally liable to the Corporation or its Stockholders for monetarydamages for any breach of fiduciary duty by such Director, as a Director.Notwithstanding the foregoing sentence, a Director shall be liable to theextent provided by applicable law (i) for breach of the Director’s duty ofloyalty to the Corporation or its Stockholders, (ii) for acts or omissions notin good faith or which involve intentional misconduct or a knowing violation oflaw, (iii) pursuant to Section 174 of the Delaware Corporation Law, or (iv) forany transaction from which the Director derived an improper personal benefit.

 

“No amendments to,or repeal of, this Article shall apply to, or have any effect on, the liabilityor alleged liability of any Director of Cubic Corporation for, or with respectto, any acts or omissions of such Director, occurring prior to such amendment.”

 

----

 

SECOND: That,thereafter, at the Annual Meeting of Shareholders, noticed and held inaccordance with Section 222 of the General Corporation Law of the State ofDelaware, the necessary number of shares, as required by statute, were voted infavor of the amendment.

 

THIRD: That saidamendment was duly adopted in accordance with the provisions of Section 242 ofthe General Corporation Law of the State of Delaware.

 

FOURTH: That thecapital of said Corporation shall not be reduced under, or by reason of, saidamendment.

 

IN WITNESSWHEREOF, said CUBIC CORPORATION has caused this Certificate to be signed byWALTER J. ZABLE, its President, and WILLIAM C. STEWART, Jr., its Secretary,this 20th day of February 1987.

 
| CUBIC  CORPORATION    |
|-----------------------|
|                  |
| By                    |
|                  |
| /s/  WALTER J . ZABLE |   |
| President             |
|                  |
| Attest:               |
|                  | /s/  WILLIAM C. STEWART, Jr. |   |
|                  | Secretary |
|                       |  |  |  |

 

2

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State of Delaware

 

Office ofSecretary of State

 

I, MICHAELHARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AGREEMENT OF MERGEROF “CUBIC CORPORATION” A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OFTHE STATE OF CALIFORNIA, MERGING WITH AND INTO “CUBIC CORPORATION” ACORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWAREUNDER THE NAME OF “CUBIC CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE THETWENTY-SECOND DAY OF FEBRUARY, A.D. 1985, AT 10 O’CLOCK A.M.

 

AND I DO HEREBYFURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY LAWS OF THESTATE OF DELAWARE.

 
| [Seal  of the Secretary of State of Delaware] | /s/  Michael Harkins, |   |
|-----------------------------------------------|-----------------------|--------|
|                                          | Secretary  of State   |
| AUTHENTICATION:  0446061                      |                  |
|                                          |                  |
| DATE:  02/25/1985                             |                  |
|                                          |                  |
| 735053041                                     |                  |

 

----

 

State ofCalifornia

 

OFFICE OF THESECRETARY OF STATE

 

I,*MARCH FONGEU,*Secretary of State of the State of California, hereby certify:

 

That the annexedtranscript has been compared with the record on file in this office, of whichit purports to be a copy, and that same is full, true and correct.

 

*IN WITNESS WHEREOF, I*execute thiscertificate and affix the Great Seal of the State of California this

 
|                                 | JUN  12, 1985        |   |
|--------------------------------------|----------------------|--------|
| [Great  Seal of State of California] | /s/  March Fong Eu,  |   |
|                                 | *Secretary of State* |   |
|                                      |                      |        |  |  |

 

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AGREEMENT AND PLAN OF MERGER

 

AS FILED WITH THE SECRETARY OF STATE

 

STATE OF CALIFORNIA

 

JUNE 11, 1985

 

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CUBIC CORPORATION

 

AGREEMENT AND PLAN OF MERGER

 

This AGREEMENT ANDPLAN OF MERGER (hereinafter called the “Merger Agreement”) is made as ofDecember 18, 1984 by and between CUBIC CORPORATION, a California corporation (hereinaftersometimes called “California Cubic”) and CUBIC CORPORATION, a Delawarecorporation (hereinafter sometimes called “Delaware Cubic”). California Cubicand Delaware Cubic are herein sometimes referred to as the “ConstituentCorporations.”

 

The authorizedcapital stock of California Cubic consists of 20,000,000 shares of Commonvoting stock without par value and 1,000,000 shares of Preferred stock withoutpar value and Delaware Cubic authorized capital stock presently consists of3,000 shares of Common Stock without par value. The Directors of theConstituent Corporations deem it advisable and to the advantage of saidcorporations that California Cubic merge into Delaware Cubic upon the terms andconditions herein provided.

 

NOW THEREFORE, theparties do hereby adopt and make themselves respectively parties to the plan ofreorganization encompassed by this Merger Agreement and do hereby agree thatCalifornia Cubic shall merge into Delaware Cubic in accordance with thefollowing terms, conditions and other provisions:

 

1. Merger.

 

California Cubicshall be merged with and into Delaware Cubic, and Delaware Cubic shall be thesurviving corporation, effective upon the date when this Merger Agreement isfiled with the Secretaries of State of the States of California and Delaware(the “Effective Date”).

 

2. Succession.

 

On the EffectiveDate, Delaware Cubic shall succeed to all of the rights, privileges, powers andproperty of California Cubic in the manner of and as more fully set forth inSection 259 of the General Corporation Law of the State of Delaware.

 

3. Certificate ofIncorporation and Bylaws.

 

The Certificate ofIncorporation of CUBIC CORPORATION, a Delaware corporation, shall be theCertificate of Incorporation of the surviving corporation. The Bylaws of CUBICCORPORATION, a Delaware corporation, shall be the Bylaws of the survivingcorporation.

 

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4. Amendment ofCertificate of Incorporation.

 

On the EffectiveDate, Article 4. of the Certificate of Incorporation of Delaware Cubic isamended as follows:

 

“4. The totalnumber of shares of stock which the corporation shall have authority to issueis 21,000,000 shares, of which 20,000,000 shares shall be Common Stock withoutpar value and of which 1,000,000 shares shall be Preferred Stock without par value.

 

The designations,rights and preferences of the Preferred Stock shall be determined by the Boardof Directors.”

 

5. Common Stock ofCalifornia Cubic.

 

Upon the EffectiveDate, by virtue of the merger and without any action on the part of the holderthereof, each share of Common Stock of California Cubic outstanding immediatelyprior thereto shall be changed and converted into one fully paid andnonassessable share of the Common Stock without par value of Delaware Cubic.

 

6. Common Stock ofDelaware Cubic.

 

Upon the EffectiveDate, by virtue of the merger and without any action on the part of the holderthereof, each share of Common Stock of Delaware Cubic outstanding immediatelyprior thereto shall be cancelled and returned to the status of authorized butunissued shares.

 

7. StockCertificates.

 

On and after theEffective Date, all of the outstanding certificates which prior to that timerepresented shares of the Common Stock of California Cubic shall be deemed forall purposes to evidence ownership of and to represent the shares of DelawareCubic into which the shares of California Cubic represented by suchcertificates have been converted as herein provided. The registered owner onthe books and records of Delaware Cubic or its transfer agents of any suchoutstanding stock certificate shall, until such certificates shall have beensurrendered for transfer or conversion or otherwise accounted for to DelawareCubic or its transfer agent, have and be entitled to exercise any voting andother rights with respect to and to receive any dividend and otherdistributions upon the shares of Delaware Cubic evidenced by such outstandingcertificate as above provided.

 

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8. Options.

 

Upon the Effective Date, Delaware Cubic will assumeand continue the California Cubic 1981 Amended and Restated Stock Option Planto permit the granting of options to purchase shares of Common Stock withoutpar value. No options under that Plan have been granted as of the Effective Date.

 

9. Pension Plan.

 

Upon the Effective Date, Delaware Cubic will assumeand will continue the Pension Plan of California Cubic, and will become a partyto all Agreements which relate to such Pension Plan.

 

10.Employee Profit Sharing Plan.

 

Upon the Effective Date, Delaware Cubic will assumeand will continue the Employee Profit Sharing Plan of California Cubic, andwill become a party to all Agreements which relate to such Employee ProfitSharing Plan.

 

11. Employee Stock Ownership Plan.

 

Upon the Effective Date, Delaware Cubic will assumeand will continue the Employee Stock Ownership Plan of California Cubic, andwill become a party to all Agreements which relate to such Employee StockOwnership Plan.

 

12. EmployeeBenefit Plans.

 

Upon the Effective Date, Delaware Cubic will assumeany and all other Employee Benefit Plans (and all obligations of CaliforniaCubic thereunder) in effect as of the Effective Date or with respect to whichemployee rights or accrued benefits are outstanding as of the Effective Date,and will become a party to any and all Agreements which relate to any and allsuch other Employee Benefit Plans.

 

13. Directors andOfficers.

 

The Directors of California Cubic, immediatelyprior to the Effective Date, shall be the Directors of Delaware Cubic,(assuming such persons have been elected Directors of California Cubic), eachof whom shall serve until the First Annual Meeting of Shareholders of DelawareCubic and until their successors are selected and qualified.

 

The Officers of California Cubic, immediately priorto the Effective Date, shall be the Officers of Delaware Cubic until theirsuccessors are elected and qualified or their prior resignation, removal ordeath.

 

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14. Further Assurances.

 

From time to time,as when required by Delaware Cubic or by its successors and assigns, thereshall be executed and delivered on behalf of California Cubic such deeds andother instruments, and there shall be taken or caused to be taken by it such furtherand other action as shall be appropriate or necessary in order to vest orperfect in or to confirm of record or otherwise in Delaware Cubic the title toand possession of all the property, interests, assets, rights, privileges,immunities, powers, franchises and authority of California Cubic and otherwiseto carry out the purposes of this Merger Agreement, and the Officers andDirectors of Delaware Cubic are full authorized in the name and on behalf ofCalifornia Cubic or otherwise to take any and all such action and to executeand deliver any and all such deeds and other instruments.

 

15. Abandonment.

 

At any time beforethe Effective Date, this Merger Agreement may be terminated and the Merger maybe abandoned by the Board of Directors of either California Cubic or DelawareCubic or both, notwithstanding approval of this Merger Agreement by theShareholders of California Cubic.

 

16. Counterparts.

 

In order tofacilitate the filing and recording of this Merger Agreement, the same may beexecuted in any number of counterparts, each of which shall be deemed to be anoriginal.

 

IN WITNESSWHEREOF, this Merger Agreement, having first been duly approved by the Board ofDirectors of California Cubic and Delaware Cubic, is hereby executed on behalfof each of said corporations and attested by their respective Officersthereunto duly authorized.

 
|                 | CUBIC CORPORATION        |
|----------------------|--------------------------|
|                 | A California Corporation |
|                 |                     |
|                 |                     | By: | /s/ Walter J. Zable, |
|                 |                     |   | President |
|                 |                     |
| ATTEST:              |                     |
|                 |                     |
| /s/  William Bruner, |                     |   |
| Secretary            |                     |
|                 | CUBIC CORPORATION        |
|                 | A Delaware Corporation   |
|                 |                     |
|                 |                     | By: | /s/ Walter J. Zable, |
|                 |                     |   | President |
|                 |                     |
| ATTEST:              |                     |
|                 |                     |
| /s/  William Bruner, |                     |   |
| Secretary            |                     |   |

 

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CERTIFICATE OF SECRETARYCUBIC CORPORATION

 

I, WILLIAM BRUNER, Secretary of CUBIC CORPORATION,a Corporation organized and existing under the laws of the State of Delaware,hereby certify, as such Secretary, that the Agreement and Plan of Merger towhich this Certificate is attached, after having been first duly signed onbehalf of the said Corporation and having been signed on behalf of CUBICCORPORATION, a Corporation of the State of California, was duly adoptedpursuant to §228 of Title 8 of the Delaware Code of 1953, by the unanimouswritten consent of the holder of all shares of the capital stock of theCorporation issued and outstanding, having voting power; and that thereby theAgreement and Plan of Merger was duly adopted as the act of the Stockholder ofsaid Corporation and is the duly adopted Agreement and act of said Corporation.

 

WITNESS my hand on the 12th day of February1985.

 
|   | /s/  WILLIAM BRUNER |   |
|--------|---------------------|--------|

 

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CERTIFICATE OF SECRETARY

 

CUBIC CORPORATION

 

I, WILLIAM BRUNER,Secretary of CUBIC CORPORATION, a California corporation, do hereby certify assuch Secretary, in accordance with the General Corporation Laws of the Statesof Delaware and California that the Agreement and Plan of Merger to which thisCertificate is attached, after having been first duly adopted and executed byCUBIC CORPORATION, a Delaware corporation, and CUBIC CORPORATION, a Californiacorporation, was duly submitted to the shareholders called for the purpose ofacting on said Agreement and Plan of Merger after due notice of the time, placeand purpose of said meeting was mailed to each shareholder at his address as itappears on the records of CUBIC CORPORATION in the manner provided in Section601 of the California Corporations Code, that at said meeting the Agreement andPlan of Merger was duly considered, and that the Agreement and Plan of Mergerwas, at said meeting, duly approved and adopted as the act of the shareholdersof CUBIC CORPORATION by vote of a majority of the outstanding shares of CUBICCORPORATION and as the Agreement and act of CUBIC CORPORATION.

 

IN WITNESSWHEREOF, I have executed this Certificate this 12th day of February 1985.

 

 
| /s/  WILLIAM BRUNER |   |
|---------------------|--------|

 

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State of Delaware

 

Office ofSecretary of State

 

I, MICHAELHARKINS; SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THEATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AGREEMENT OF MERGEROF “CUBIC CORPORATION” A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OFTHE STATE OF CALIFORNIA, MERGING WITH AND INTO “CUBIC CORPORATION” ACORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWAREUNDER THE NAME OF “CUBIC CORPORATION” AS RECEIVED AND FILED IN THIS OFFICE THETWENTY-SECOND DAY OF FEBRUARY, A.D. 1985, AT 10 O’CLOCK A.M.

 

AND I DO HERBYFURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY LAWS OF THESTATE OF DELAWARE.

 
| [Seal  of the Secretary of State of Delaware] | /s/  Michael Harkins, |   |
|-----------------------------------------------|-----------------------|--------|
|                                          | Secretary  of State   |
| AUTHENTICATION:  0446061                      |                  |
|                                          |                  |
| DATE:  02/25/1985                             |                  |
|                                          |                  |
| 735053041                                     |                  |

 

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CUBIC CORPORATION

 

AGREEMENT AND PLAN OF MERGER

 

This AGREEMENT ANDPLAN OF MERGER (hereinafter called the “Merger Agreement”) is made as ofDecember 18, 1984 by and between CUBIC CORPORATION, a California corporation(hereinafter sometimes called “California Cubic”) and CUBIC CORPORATION, aDelaware corporation (hereinafter sometimes called “Delaware Cubic”). CaliforniaCubic and Delaware Cubic are herein sometimes referred to as the “ConstituentCorporations.”

 

The authorizedcapital stock of California Cubic consists of 20,000,000 shares of Commonvoting stock without par value and 1,000,000 shares of Preferred stock withoutpar value and Delaware Cubic authorized capital stock presently consists of3,000 shares of Common Stock without par value. The Directors of theConstituent Corporations deem it advisable and to the advantage of saidcorporations that California Cubic merge into Delaware Cubic upon the terms andconditions herein provided.

 

NOW THEREFORE, theparties do hereby adopt and make themselves respectively parties to the plan ofreorganization encompassed by this Merger Agreement and do hereby agree thatCalifornia Cubic shall merge into Delaware Cubic in accordance with thefollowing terms, conditions and other provisions:

 

1. Merger.

 

California Cubicshall be merged with and into Delaware Cubic, and Delaware Cubic shall be thesurviving corporation, effective upon the date when this Merger Agreement isfiled with the Secretaries of State of the States of California and Delaware(the “Effective Date”).

 

2. Succession.

 

On the EffectiveDate, Delaware Cubic shall succeed to all of the rights, privileges, powers andproperty of California Cubic in the manner of and as more fully set forth inSection 259 of the General Corporation Law of the State of Delaware.

 

3. Certificate ofIncorporation and Bylaws.

 

The Certificate ofIncorporation of CUBIC CORPORATION, a Delaware corporation, shall be theCertificate of Incorporation of the surviving corporation, except that Article4 shall be amended as set forth in Article 4. The Bylaws of CUBIC CORPORATION,a Delaware corporation, shall be the Bylaws of the surviving corporation.

 

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4. Amendment ofCertificate of Incorporation.

 

On the EffectiveDate, Article 4. of the Certificate of Incorporation of Delaware Cubic isamended as follows:

 

“4. The totalnumber of shares of stock which the corporation shall have authority to issueis 21,000,000 shares, of which 20,000,000 shares shall be Common Stock withoutpar value and of which 1,000,000 shares shall be Preferred Stock without parvalue.

 

The designations,rights and preferences of the Preferred Stock shall be determined by the Boardof Directors.”

 

5. Common Stock ofCalifornia Cubic.

 

Upon the EffectiveDate, by virtue of the merger and without any action on the part of the holderthereof, each share of Common Stock of California Cubic outstanding immediatelyprior thereto shall be changed and converted into one fully paid andnonassessable share of the Common Stock without par value of Delaware Cubic.

 

6. Common Stock ofDelaware Cubic.

 

Upon the EffectiveDate, by virtue of the merger and without any action on the part of the holderthereof, each share of Common Stock of Delaware Cubic outstanding immediatelyprior thereto shall be cancelled and returned to the status of authorized butunissued shares.

 

7. StockCertificates.

 

On and after theEffective Date, all of the outstanding certificates which prior to that timerepresented shares of the Common Stock of California Cubic shall be deemed forall purposes to evidence ownership of and to represent the shares of DelawareCubic into which the shares of California Cubic represented by suchcertificates have been converted as herein provided. The registered owner onthe books and records of Delaware Cubic or its transfer agents of any suchoutstanding stock certificate shall, until such certificates shall have beensurrendered for transfer or conversion or otherwise accounted for to DelawareCubic or its transfer agent, have and be entitled to exercise any voting andother rights with respect to and to receive any dividend and otherdistributions upon the shares of Delaware Cubic evidenced by such outstandingcertificate as above provided.

 

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8. Options .

 

Upon the EffectiveDate, Delaware Cubic will assume and continue the California Cubic 1981 Amendedand Restated Stock Option Plan to permit the granting of options to purchaseshares of Common Stock without par value. No options under that Plan have beengranted as of the Effective Date.

 

9. Pension Plan.

 

Upon the EffectiveDate, Delaware Cubic will assume and will continue the Pension Plan ofCalifornia Cubic, and will become a party to all Agreements which relate tosuch Pension Plan.

 

10. EmployeeProfit Sharing Plan.

 

Upon the EffectiveDate, Delaware Cubic will assume and will continue the Employee Profit SharingPlan of California Cubic, and will become a party to all Agreements whichrelate to such Employee Profit Sharing Plan.

 

11. Employee StockOwnership Plan.

 

Upon the EffectiveDate, Delaware Cubic will assume and will continue the Employee Stock OwnershipPlan of California Cubic, and will become a party to all Agreements whichrelate to such Employee Stock Ownership Plan.

 

12. EmployeeBenefit Plans.

 

Upon the EffectiveDate, Delaware Cubic will assume any and all other Employee Benefit Plans (andall obligations of California Cubic thereunder) in effect as of the EffectiveDate or with respect to which employee rights or accrued benefits areoutstanding as of the Effective Date, and will become a party to any and allAgreements which relate to any and all such other Employee Benefit Plans.

 

13. Directors andOfficers.

 

The Directors ofCalifornia Cubic, immediately prior to the Effective Date, shall be theDirectors of Delaware Cubic, (assuming such persons have been elected Directorsof California Cubic), each of whom shall serve until the First Annual Meetingof Shareholders of Delaware Cubic and until their successors are selected andqualified.

 

The Officers ofCalifornia Cubic, immediately prior to the Effective Date, shall be theOfficers of Delaware Cubic until their successors are elected and qualified ortheir prior resignation, removal or death.

 

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14. FurtherAssurances.

 

From time to time,as when required by Delaware Cubic or by its successors and assigns, thereshall be executed and delivered on behalf of California Cubic such deeds andother instruments, and there shall be taken or caused to be taken by it suchfurther and other action as shall be appropriate or necessary in order to vestor perfect in or to confirm of record or otherwise in Delaware Cubic the titleto and possession of all the property, interests, assets, rights, privileges,immunities, powers, franchises, and authority of California Cubic and otherwiseto carry out the purposes of this Merger Agreement, and the Officers andDirectors of Delaware Cubic are full authorized in the name and on behalf ofCalifornia Cubic or otherwise to take any and all such action and to executeand deliver any and all such deeds and other instruments.

 

15. Abandonment.

 

At any time beforethe Effective Date, this Merger Agreement may be terminated and the Merger maybe abandoned by the Board of Directors of either California Cubic or DelawareCubic or both, notwithstanding approval of this Merger Agreement by theShareholders of California Cubic.

 

16. Counterparts.

 

In order tofacilitate the filing and recording of this Merger Agreement, the same may beexecuted in any number of counterparts, each of which shall be deemed to be anoriginal.

 

IN WITNESSWHEREOF, this Merger Agreement, having first been duly approved by the Board ofDirectors of California Cubic and Delaware Cubic, is hereby executed on behalfof each of said corporations and attested by their respective Officersthereunto duly authorized.

 
|                 | CUBIC CORPORATION        |
|----------------------|--------------------------|
|                 | A California Corporation |
|                 |                     |
|                 |                     | By: | /s/ Walter J. Zable, |
|                 |                     |   | President |
|                 |                     |
| ATTEST:              |                     |
|                 |                     |
| /s/  William Bruner, |                     |   |
| Secretary            |                     |
|                 | CUBIC CORPORATION        |
|                 | A Delaware Corporation   |
|                 |                     |
|                 |                     | By: | /s/ Walter J. Zable, |
|                 |                     |   | President |
|                 |                     |
| ATTEST:              |                     |
|                 |                     |
| /s/  William Bruner, |                     |   |
| Secretary            |                     |   |
|                      |                          |  |  |  |  |

 

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CERTIFICATE OF SECRETARYCUBIC CORPORATION

 

I, WILLIAM BRUNER, Secretary of CUBICCORPORATION, a Corporation organized and existing under the laws of the Stateof Delaware, hereby certify, as such Secretary, that the Agreement and Plan ofMerger to which this Certificate is attached, after having been first dulysigned on behalf of the said Corporation and having been signed on behalf ofCUBIC CORPORATION, a Corporation of the State of California, was duly adoptedpursuant to §228 of Title 8 of the Delaware Code of 1953, by the unanimouswritten consent of the holder of all shares of the capital stock of theCorporation issued and outstanding, having voting power; and that thereby theAgreement and Plan of Merger was duly adopted as the act of the Stockholder ofsaid Corporation and is the duly adopted Agreement and act of said Corporation.

 

WITNESS my hand on the 12th day of February 1985.

 
|   | /s/  WILLIAM BRUNER |   |
|--------|---------------------|--------|

 

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CERTIFICATE OF SECRETARY

 

CUBIC CORPORATION

 

I ,  WILLIAMBRUNER Secretary of CUBIC CORPORATION, a California corporation do herebycertify as such Secretary in accordance with the General Corporation Laws ofthe States of Delaware and California that the Agreement and Plan of Merger towhich this Certificate is attached, after having been first duly adopted andexecuted by CUBIC CORPORATION, a Delaware corporation, and CUBIC CORPORATION, aCalifornia corporation, was duly submitted to the shareholders called for thepurpose of acting on said Agreement and Plan of Merger after due notice of thetime, place and purpose of said meeting was mailed to each shareholder at hisaddress as it appears on the records of CUBIC CORPORATION in the mannerprovided in Section 601 of the California Corporations Code, that at saidmeeting the Agreement and Plan of Merger was duly considered, and that theAgreement and Plan of Merger was, at said meeting, duly approved and adopted asthe act of the shareholders of CUBIC CORPORATION by vote of a majority of theoutstanding shares of CUBIC CORPORATION and as the Agreement and act of CUBICCORPORATION.

 

IN WITNESSWHEREOF, I have executed this Certificate this 12th day of February 1985.

 
|   | /s/  WILLIAM BRUNER |   |
|--------|---------------------|--------|

 

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State of Delaware

 

Office ofSecretary of State

 

I,GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFYTHE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OFCUBIC CORPORATION FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF DECEMBER, A.D.1984, AT 10 O’CLOCK A.M.

 
| [Seal  of the Secretary of State of Delaware] | /s/ Glenn C. Kenton, |       |
|-----------------------------------------------|----------------------|------------|
|                                          | Secretary of State   |       |
|                                          |                 |
| AUTHENTICATION:                               | 0395299              |       |
|                                          |                 |
|                                          | DATE:                | 12/13/1984 |   |
|                                          |                 |
| 734348038                                     |                 |
|                                               |                      |            |  |

 

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CERTIFICATE OF INCORPORATIONof

 

CUBIC CORPORATION

 

1. The name of thecorporation is:

CUBIC CORPORATION

 

2. The address ofits registered office in the State of Delaware is Corporation Trust Center,1209 Orange Street, in the City of Wilmington, County of New Castle. The nameof its registered agent at such address is The Corporation Trust Company.

 

3. The nature ofthe business or purposes to be conducted or promoted is to engage in any lawfulact or activity for which corporations may be organized under the GeneralCorporation Law of Delaware.

 

4.  The total number of shares of stock whichthe corporation shall have authority to issue is Three Thousand (3,000) all ofsuch shares shall be without par value.

 

5. The name andmailing address of the incorporator of the corporation is:

 

William Bruner

9333 Balboa Avenue

San Diego, California 92123

 

6. The board ofdirectors is authorized to make, alter, or repeal the by-laws of thecorporation. Elections of Directors need not be by written ballot unlessrequired by the Bylaws of the corporation.

 

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7. The affirmativevote of the holders of two-thirds (66 2/3%) of the outstanding Common Stock ofthis corporation shall be required for the approval, adoption or authorizationof a business combination (as hereinafter defined) and no business combinationshall be entered into without such affirmative vote.

 

As used in thisArticle 7., the term “business combination” means:

 

(a) The merger ofthis corporation into, or its consolidation with, any other corporation, personor business entity;

 

(b) The merger ofany other corporation, person or business entity into, or its consolidationwith this corporation;

 

(c) the sale,exchange, lease transfer, or other disposition by this corporation of sixtypercent (60%) or more of its assets or business to any other corporation, personor business entity;

 

(d)The issuance ortransfer at any one time by this corporation, or by any subsidiary of thiscorporation, of fifty percent (50%) or more of voting securities issuedpursuant to a stock option, purchase, bonus performance unit or other plan oragreement for natural persons who are directors, employees, consultants, and/oragents of this corporation and/or a subsidiary thereof to any othercorporation, person or business entity in exchange for cash, assets, orsecurities or any combination thereof; or

 

(e)any agreement,contract or other arrangement between this corporation and any othercorporation, person or business entity providing for any of the transactionsdescribed in clauses (a), (b), (c), or (d) immediately preceding this clause(e).

 

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The provisions ofthe Article 7., shall not apply to any transaction described in this Article7., (i) if the Board of Directors of this corporation has approved a memorandumof understanding with such other corporation, person or business entity withrespect to and substantially consistent with such transaction prior to the timesuch other corporation, person or business entity became an owner of fivepercent (5%) of the outstanding Common Stock of this corporation, or (ii) toany corporation, person or business entity which is an owner of five percent(5%) of the outstanding Common Stock of this corporation at the time ofadoption of this Article 7.

 

The affirmativevote of the holders of two-thirds (66 2/3%) of the outstanding Common Stock ofthis corporation shall be required for the amendment of all or any part of thisArticle 7.

 

8. No action shallbe taken by the Shareholders except at an Annual or Special meeting ofShareholders.

 

9. Specialmeetings of the Shareholders of the corporation for any purpose or purposes maybe called at any time by the Board of Directors, or by a committee of the Boardof Directors which has been duly designated by the Board of Directors and whosepowers and authority, as provided in a resolution of the Board of Directors orin the Bylaws of the corporation, include the power to call such meetings, butsuch Special meetings may not be called by any other person or persons.

 

10. In furtheranceand not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized to make, repeal, alter, amend and rescind theBylaws of this corporation, but any Bylaw amendment by the Board of Directorsincreasing or reducing the authorized

 

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number ofDirectors shall require a resolution adopted by the affirmative vote of notless than two-thirds (2/3rds) of the then authorized number of Directors.Bylaws shall not be made, repealed, altered, amended or rescinded by theShareholders of the corporation except by the vote of the holders of not lessthan 66 2/3% of the total voting power of all outstanding shares of votingstock of the corporation.

 

11. Thecorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred on Shareholders herein aregranted subject to this reservation.

 

Notwithstandingthe foregoing, the provisions set forth in Articles 7, 8, 9, 10 and thisArticle 11 may not be repealed or amended in any respect unless such repeal oramendment is unproved by the affirmative vote of the holders of not less than66 2/3% of the total voting power of all outstanding shares of voting stock ofthis corporation.

 

THE UNDERSIGNED,being the incorporator hereinbefore named, for the purpose of forming acorporation to do business both within and without the State of Delaware, andin pursuance of the Delaware General Corporation Law, does hereby make and filethis Certificate.

 

 
| /s/  WILLIAM BRUNER |   |
|---------------------|--------|

 

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