Exhibit 3(i).1
**TELECOMMUNICATION SYSTEMS, INC.**
**ARTICLES OF AMENDMENT AND RESTATEMENT**
          TeleCommunication Systems, Inc., a Maryland corporation, having its principal office in AnneArundel County, Maryland (which is hereinafter called the “Corporation”), hereby certifies tothe State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
          **FIRST:**The name of the Corporation is “TeleCommunication Systems, Inc.” The Corporation desiresto amend and restate its Charter as currently in effect and as hereinafter amended. TheArticles of Incorporation of the Corporation were originally filed with the SDAT on July 30,1987 and were last amended by Articles of Amendment and Restatement filed with the SDAT onAugust 7, 2000.
          **SECOND:**Pursuant to Section 2-609 of the Maryland General Corporation Law (the “MGCL”), theseArticles of Amendment and Restatement (these “Articles”) restate and further amend theprovisions of the Articles of Incorporation of the Corporation.
          **THIRD:**The text of the Articles of Incorporation of the Corporation is hereby amended andrestated in its entirety to read as follows:
          “FIRST: The name of the corporation (which is hereinafter called the“Corporation”) is:
TeleCommunication Systems, Inc.
          SECOND: (a) The purposes for which and any of which the Corporation is formed andthe business and objects to be carried on and promoted by it are to engage in anyone or more businesses or transactions, or to acquire all or any portion of anyentity engaged in any one or more businesses or transactions which the Board ofDirectors may from time to time authorize or approve, whether or not related to thebusiness described elsewhere in this Article or to any other business at the time ortheretofore engaged in by the Corporation.
          (b) The foregoing enumerated purposes and objects shall be in no way limited orrestricted by reference to, or inference from, the terms of any other clause of thisor any other Article of the Charter of the Corporation, and each shall be regardedas independent; and they are intended to be and shall be construed as powers as wellas purposes and objects of the Corporation and shall be in addition to and not inlimitation of the general powers of corporations under the General Laws of the Stateof Maryland.
          THIRD: The present address of the principal office of the Corporation in this Stateis 275 West Street, Annapolis, MD 21401-1740.
 

 

          FOURTH: The name and address of the resident agent of the Corporation inthis State is The Corporation Trust Incorporated, 300 East LombardStreet, Baltimore, Maryland 21202. Said resident agent is a Marylandcorporation.
          FIFTH: (a) The total number of shares of stock which the Corporationhas authority to issue is Three Hundred Million (300,000,000) shares,consisting of Two Hundred Twenty-Five Million (225,000,000) shares ofClass A common stock, $0.01 par value per share (“Class A CommonStock”), and Seventy-Five Million (75,000,000) shares of Class B commonstock, $0.01 par value per share (“Class B Common Stock” and, togetherwith the Class A Common Stock, “Common Stock”). The aggregate parvalue of all shares of all classes of stock having a par value is$3,000,000.
          (b) General. The following is a description of the preferences,conversion and other rights, voting powers, restrictions, limitations asto dividends, qualifications and terms and conditions of redemption ofthe Common Stock of the Corporation:
          (1) The exclusive voting power for all purposes shall bevested in the holders of the Common Stock. The holders ofall classes of Common Stock shall vote as a single class onall matters submitted to a vote of the stockholders to whichthe holders of Common Stock are entitled to vote except asotherwise required by law. Shares of Common Stock of anyclass shall not have cumulative voting rights. All shares ofClass A Common Stock and Class B Common Stock will entitlethe holders thereof to the same rights and privileges andshall rank equally, share ratably, and be identical in allrespects, as to all matters, except as (i) otherwise setforth in Article FIFTH, subsection (c), and (ii) the holdersof Class B Common Stock shall be entitled to three (3) votesper share and the holders of Class A Common Stock shall beentitled to one (1) vote per share.
          (2) Subject to the provisions of law and any preferences ofany class of stock hereafter classified or reclassified,dividends, including dividends payable in shares of anotherclass of the Corporation’s stock, may be paid ratably on theCommon Stock at such time and in such amounts as the Board ofDirectors may deem advisable.
          (3) In the event of any liquidation, dissolution or windingup of the Corporation, whether voluntary or involuntary, theholders of the Common Stock shall be entitled, together withthe holders of any other class of stock hereafter classifiedor reclassified not having a preference on distributions inthe liquidation, dissolution or winding up of theCorporation, to share ratably in the net assets of theCorporation remaining, after payment or provision for paymentof the debts and other liabilities of the Corporation and theamount to which the holders of any class of stock hereafter
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classified or reclassified having a preference on distributions inthe liquidation, dissolution or winding up of the Corporation shallbe entitled.
         (c) Conversion.
          (1) Optional Conversion. Each share of Class B CommonStock shall be convertible at any time, at the optionof the holder, into one share of Class A CommonStock. Such right shall be exercised by thesurrender of the certificate or certificates,representing the share or shares of Class B CommonStock to be converted, at the offices of theCorporation’s transfer agent (the “Transfer Agent”),accompanied by a written notice from the holder ofsuch shares stating that such holder desires toconvert such shares, or a stated number of shares,represented by such certificate or certificates, intoan equal number of shares of Class A Common Stock,and, if so required by the Transfer Agent, byinstruments of transfer in form satisfactory to theTransfer Agent, duly executed by such holder or suchholder’s duly authorized attorney. Shares of ClassA Common Stock shall not, in any case, be convertibleinto shares of Class B Common Stock.
          (2) Mandatory Conversion. In addition to andnotwithstanding subsection (c)(l) above, immediatelypreceding any Transfer (as such term is defined hereinbelow) of shares of Class B Common Stock, and withoutany action on the part of any stockholder, such sharesof Class B Common Stock shall be deemed automaticallyconverted into an equal number of shares of Class ACommon Stock. From and after the time of suchTransfer, the relevant Transferred shares of Class BCommon Stock will be canceled, not reissued and anycertificates representing such shares of Class BCommon Stock shall no longer represent shares of ClassB Common Stock but instead shall represent the samenumber of shares of Class A Common Stock. Thetransferee shall have the right to have registered inthe name of such transferee the shares of Class ACommon Stock issuable to such transferee as a resultof such conversion and Transfer. The shares of Class ACommon Stock issuable upon any such conversion shallbe so registered in the records of the Corporation andthe certificates with respect to such stock shall beissued by the Corporation upon the surrender of thecertificates that represent the shares of Class BCommon Stock immediately prior to the Transfer, dulyendorsed to the Corporation or in blank or accompaniedby proper instruments of transfer to the Corporationor in blank (such endorsements or instruments oftransfer to be in form satisfactory to theCorporation). “Transfer” shall mean the sale,assignment, transfer, gift, pledge or hypothecation orother disposition, whether voluntary or involuntary,of Class B Common Stock to any person.Notwithstanding the foregoing, the following shall notconstitute a “Transfer”: (i) the sale, transfer,pledge or hypothecation or other disposition in a bonafide financing transaction of any derivativeinstrument that derives its value from underlying shares of Class B Common Stock; (ii) any transfer of shares of
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Class B Common Stock to the transferring stockholder’sspouse, children, stepchildren, father, mother, brother,sister, any lineal descendants of any one or more of theforegoing, any estates of any one or more of theforegoing, any trusts now or hereafter established forthe benefit of any one or more of the foregoing, anyother entity now or hereafter controlled by any of theforegoing; and (iii) any pledge of shares of Class BCommon Stock pursuant to the grant of a bona fide pledgeof or security interest in such shares as collateralsecurity for indebtedness due to the pledgee, providedthat such pledge expressly provides that the pledged shares remain subject to the provisions of thissubsection (c)(2) and further provided that thesubsequent foreclosure by the pledgee on such shares orsimilar action taken by the pledgee with respect to thepledged shares shall be a “Transfer” and such pledged shares of Class B Common Stock shall thereupon beconverted automatically into shares of Class A CommonStock as provided in this subsection (c)(2), exceptthat, if within five business days after suchforeclosure or similar event such converted shares arereturned to the pledger, such shares shall be convertedautomatically back into shares of Class B Common Stock.
         (d) Subject to the foregoing, the power of the Board ofDirectors to classify and reclassify any of the sharesof capital stock shall include, without limitation,subject to the provisions of the Charter, authority toclassify or reclassify any unissued shares of such stockinto a class or classes of preferred stock, preferencestock, special stock or other stock, and to divide andclassify shares of any class into one or more series ofsuch class, by determining, fixing, or altering one ormore of the following:
          (1) The distinctive designation of such classor series and the number of shares toconstitute such class or series; providedthat, unless otherwise prohibited by theterms of such or any other class or series,the number of shares of any class or seriesmay be decreased by the Board of Directors inconnection with any classification orreclassification of unissued shares and thenumber of shares of such class or series maybe increased by the Board of Directorsin connection with any suchclassification or reclassification, and any shares of any class or series which have beenredeemed, purchased, otherwise acquired orconverted into shares of Common Stock or anyother class or series shall become part ofthe authorized capital stock and besubject to classification andreclassification as provided in thissub-paragraph.
          (2) Whether or not and, if so, the rates,amounts and times at which, and theconditions under which, dividends shall bepayable on shares of such class or series,whether any such dividends shall rank senioror junior to or on a parity with thedividends payable on any other class orseries of stock, and the status of any suchdividends as cumulative,
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cumulative to a limited extent or non-cumulative and as participating or non-participating.
          (3) Whether or not shares of such class or series shall have votingrights, in addition to any voting rights provided by law and, if so, the termsof such voting rights.
          (4) Whether or not shares of such class or series shall haveconversion or exchange privileges and, if so, the terms and conditionsthereof, including provision for adjustment of the conversion or exchangerate in such events or at such times as the Board of Directors shalldetermine.
          (5) Whether or not shares of such class or series shall be subject toredemption and, if so, the terms and conditions of such redemption,including the date or dates upon or after which they shall be redeemableand the amount per share payable in case of redemption, which amount mayvary under different conditions and at different redemption dates; andwhether or not there shall be any sinking fund or purchase account inrespect thereof, and if so, the terms thereof.
          (6) The rights of the holders of shares of such class or series uponthe liquidation, dissolution or winding up of the affairs of, or upon anydistribution of the assets of, the Corporation, which rights may varydepending upon whether such liquidation, dissolution or winding up isvoluntary or involuntary and, if voluntary, may vary at different dates, andwhether such rights shall rank senior or junior to or on a parity with suchrights of any other class or series of stock.
          (7) Whether or not there shall be any limitations applicable, whileshares of such class or series are outstanding, upon the payment ofdividends or making of distributions on, or the acquisition of, or the use ofmoneys for purchase or redemption of, any stock of the Corporation, orupon any other action of the Corporation, including action under this sub-paragraph, and, if so, the terms and conditions thereof.
          (8) Any other preferences, rights, restrictions, includingrestrictions on transferability, and qualifications of shares of such class orseries, not inconsistent with law and the Charter of the Corporation.
         (e) For the purposes hereof and of any articles supplementary to the Charter providing for the classification or reclassification of any shares of capital stock or of any other Charter document of the Corporation (unless otherwise provided in any such articles or document), any class or series of stock of the Corporation shall be deemed to rank:
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          (1) prior to another class or series either as todividends or upon liquidation, if the holders of suchclass or series shall be entitled to the receipt ofdividends or of amounts distributable on liquidation,dissolution or winding up, as the case may be, inpreference or priority to holders of such other class orseries;
          (2) on a parity with another class or series either asto dividends or upon liquidation, whether or not thedividend rates, dividend payment dates or redemption orliquidation price per share thereof be different fromthose of such others, if the holders of such class orseries of stock shall be entitled to receipt ofdividends or amounts distributable upon liquidation,dissolution or winding up, as the case may be, inproportion to their respective dividend rates orredemption or liquidation prices, without preference orpriority over the holders of such other class or series;and
          (3) junior to another class or series either as todividends or upon liquidation, if the rights of theholders of such class or series shall be subject orsubordinate to the rights of the holders of such otherclass or series in respect of the receipt of dividendsor the amounts distributable upon liquidation,dissolution or winding up, as the case may be.
         SIXTH: The number of directors of the Corporation shall be eight (8),which number may be increased or decreased pursuant to the By-Laws ofthe Corporation, but shall never be less than the minimum numberpermitted by the General Laws of the State of Maryland now orhereafter in force. The directors shall be divided into threeclasses: Class I, Class II and Class III. Such classes shall be asnearly equal in number of directors as possible. Each directorshall serve for a term ending on the third annual meeting ofstockholders following the annual meeting of stockholders at whichthat director was elected; provided, however, that the directorsfirst designated as Class I directors shall serve for a term expiringat the annual meeting of stockholders next following the date oftheir designation as Class I directors, the directors firstdesignated as Class II directors shall serve for a term expiring atthe second annual meeting of stockholders next following the date oftheir designation as Class II directors, and the directors firstdesignated as Class III directors shall serve for a term expiring atthe third annual meeting of stockholders next following the date oftheir designation as Class III directors. For purposes hereof, theinitial Class I, Class II and Class III directors shall be thosedirectors elected at the 2004 Annual Meeting of Stockholders of theCorporation and designated as members of such class. Each directorshall hold office until the annual meeting of stockholders at whichhis term expires and, the foregoing notwithstanding, shall serveuntil his successor shall have been duly elected and qualified oruntil his earlier death, resignation or removal.
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          At each annual election after the 2004 Annual Meeting ofStockholders, the directors chosen to succeed those whose terms thenexpire shall be of the same class as the directors they succeed,unless, by reason of any intervening changes in the authorized numberof directors, the Board of Directors shall have designated one ormore directorships whose term then expires as directorships ofanother class in order to more nearly achieve equality of number ofdirectors among the classes.
          In the event of any change in the authorized number of directors,each director then continuing to serve as such shall neverthelesscontinue as a director of the class of which he is a member until theexpiration of his current term, or his prior death, resignation orremoval. The Board of Directors shall specify the class to which anewly created directorship shall be allocated.
          Election of directors need not be by written ballot. Any director maybe removed at any time with cause, and the vacancy resulting fromsuch removal shall be filled, by vote of a majority of thestockholders of the Company at a meeting called for that purpose or,if not filled by the stockholders, by a vote of a majority of theremaining Board of Directors (or the sole remaining director) then inoffice.
          SEVENTH: (a) The following provisions are hereby adopted for thepurpose of defining, limiting, and regulating the powers of theCorporation and of the directors and the stockholders:
          (1) The Board of Directors is hereby empowered toauthorize the issuance from time to time of shares ofits stock of any class, whether now or hereafterauthorized, or securities convertible into shares of itsstock of any class or classes, whether now or hereafterauthorized, for such consideration as may be deemedadvisable by the Board of Directors and without anyaction by the stockholders.
          (2) No holder of any stock or any other securitiesof the Corporation, whether now or hereafterauthorized, shall have any preemptive right tosubscribe for or purchase any stock or any othersecurities of the Corporation other than such, if any,as the Board of Directors, in its sole discretion, maydetermine and at such price or prices and upon suchother terms as the Board of Directors, in its solediscretion, may fix; and any stock or other securitieswhich the Board of Directors may determine to offer forsubscription may, as the Board of Directors in its solediscretion shall determine, be offered to the holders ofany class, series or type of stock or other securitiesat the time outstanding to the exclusion of the holdersof any or all other classes, series or types of stock orother securities at the time outstanding.
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          (3) The Board of Directors of the Corporationshall, consistent with applicable law, havepower in its sole discretion to determine fromtime to time in accordance with soundaccounting practice or other reasonablevaluation methods what constitutes annual orother net profits, earnings, surplus or netassets in excess of capital; to fix and varyfrom time to time the amount to be reserved asworking capital, or determine that retainedearnings or surplus shall remain in the handsof the Corporation; to set apart out of anyfunds of the Corporation such reserve orreserves in such amount or amounts and for suchproper purpose or purposes as it shalldetermine and to abolish any such reserve orany part thereof; to redeem or purchase itsstock or to distribute and pay distributionsor dividends in stock, cash or other securitiesor property, out of surplus or any other fundsor amounts legally available therefor, at suchtimes and to the stockholders of record on suchdates as it may, from time to time, determine;to determine the amount, purpose, time ofcreation, increase or decrease, alteration orcancellation of any reserves or charges and thepropriety thereof (whether or not anyobligation or liability for which such reservesor charges shall have been created shall havebeen paid or discharged); to determine the fairvalue and any matters relating to theacquisition, holding and disposition of anyassets by the Corporation; and to determinewhether and to what extent and at what timesand places and under what conditions andregulations the books, accounts and documentsof the Corporation, or any of them, shall beopen to the inspection of stockholders, exceptas otherwise provided by statute, the rules ofany stock exchange or market system on whichsecurities of the Corporation are listed or bythe By-Laws, and, except as so provided, nostockholder shall have any right to inspect anybook, account or document of the Corporationunless authorized so to do by resolution of theBoard of Directors.
          (4) Notwithstanding any provision oflaw requiring the authorization of anyaction by a greater proportion than a majorityof the total number of shares of all classes ofcapital stock or of the total number of sharesof any class of capital stock, such action shallbe valid and effective if authorized by theaffirmative vote of the holders of a majority ofthe total number of shares of all classesoutstanding and entitled to vote thereon, exceptas otherwise provided in the Charter.
          (5) The Corporation shall indemnify (A) itsdirectors and officers, whether serving theCorporation or at its request any other entity,to the fullest extent required or permitted bythe General Laws of the State of Maryland now orhereafter in force, including the advance ofexpenses under the procedures and to the fullextent permitted by law and (B) other
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employees and agents to such extent as shall beauthorized by the Board of Directors or theCorporation’s By-Laws and be permitted by law. Theforegoing rights of indemnification shall not beexclusive of any other rights to which those seekingindemnification may be entitled. The Board of Directorsmay take such action as is necessary to carry out theseindemnification provisions and is expressly empowered toadopt, approve and amend from time to time such by-laws,resolutions or contracts implementing such provisions or such further indemnificationarrangements as may be permitted by law. No amendment ofthe Charter of the Corporation or repeal of any of itsprovisions shall limit or eliminate the right toindemnification provided hereunder with respect to actsor omissions occurring prior to such amendment orrepeal.
          (6) To the fullest extent permitted byMaryland statutory or decisional law, asamended or interpreted, no director orofficer of the Corporation shall bepersonally liable to theCorporation or its stockholders formoney damages. No amendment of theCharter of the Corporation or repeal of anyof its provisions shall limit or eliminatethe limitation on liability provided todirectors and officers hereunder withrespect to any act or omission occurringprior to such amendment or repeal.
          (7) The Corporation reserves the right fromtime to time to make any amendments of theCharter which may now or hereafter beauthorized by law, including any amendmentschanging the terms or contract rights, asexpressly set forth in the Charter, of anyof its outstanding stock by classification,reclassification or otherwise. The Chartermay be amended by the stockholders of theCorporation by the affirmative vote of amajority of the total number of votesentitled to vote generally in the electionof directors; provided, however, theaffirmative vote of holders of at least 80%of the total number of votes entitled tovote generally in the election of directorsis required to amend, modify or repeal theprovisions of the Charter relating to (1)the limitation of liability of officers anddirectors; (2) the indemnification ofofficers and directors; (3) Article EIGHTH;and (4) this subsection (a)(7) of ArticleSEVENTH.
         (b) The enumeration and definition of particular powersof the Board of Directors included in the foregoingshall in no way be limited or restricted by reference toor inference from the terms of any other clause of thisor any other Article of the Charter of the Corporation,or construed as or deemed by inference or otherwise inany manner to exclude or limit any powers conferred uponthe Board of Directors under the General Laws of theState of Maryland now or hereafter in force.
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          EIGHTH: (a) The provisions of Sections 3-601 to 3-604 of theMGCL shall not apply to any “business combination” with theCorporation and Maurice B. Tosé, or any entity controlling,controlled by or under common control with Maurice B. Tosé, hisspouse, children, stepchildren, father, mother, brother, sister,any lineal descendants of any one or more of the foregoing, anyestates of any one or more of the foregoing, any trusts now orhereafter established for the benefit of any one or more of theforegoing, or any other entity now or hereafter controlled byany of the foregoing. Such persons are exempted from suchSections of the MGCL to the fullest extent permitted by Marylandlaw.
          (b) The provisions of Sections 3-701 to 3-709 of the MGCLshall not apply to any share of the capital stock of theCorporation now or hereafter beneficially held (during theperiod of such beneficial ownership) by Maurice B. Tosé, orany entity controlling, controlled by or under common controlwith Maurice B. Tosé, or by his spouse, children,stepchildren, father, mother, brother, sister, any linealdescendants of any of the foregoing, any estates of any of theforegoing, any trusts now or hereafter established for thebenefit of any of the foregoing, any other entity now orhereafter controlled by any of the foregoing. Such shares ofcapital stock are exempted from such Sections of the MGCL tothe fullest extent permitted by Maryland law.
          NINTH: Any action required to be taken or which may be takenby the holders of the Common Stock may not be taken without aduly called annual or special meeting of such holders in theabsence of unanimous written consent on lieu of a meeting.
          TENTH: Notwithstanding anything else contained in thisAmended and Restated Certificate of Incorporation or theBylaws to the contrary, the affirmative vote of the holders ofrecord of at least 66 2/3% of the combined voting power or allof the outstanding stock of the Corporation entitled to votein respect thereof, voting together as a single class, shallbe required to alter, amend, rescind or repeal Article Sixth,Article Ninth or this Article Tenth of this Amended andRestated Certificate of Incorporation or to adopt anyprovision inconsistent therewith.
          ELEVENTH: The duration of the Corporation shall be perpetual.”
          **FOURTH:**At a meeting of the Board, each member of the Board approved theseArticles pursuant to Section 2-408 of the MGCL, by which these Articles wereset forth, declared to be advisable and directed to be submitted to thestockholders of the Corporation for consideration and approval.
          **FIFTH:**The holders of the Class A Common Stock and Series A Preferred Stockof the Corporation, the only classes of capital stock issued, outstandingand entitled to vote thereon,
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adopted and approved these Articles at the annual meeting of the stockholders held on July 15, 2004.
          **SIXTH:**Prior to the filing of these Articles, the total number of shares of stock ofall classes which the Corporation has authority to issue is Three Hundred Million(300,000,000) shares of capital stock, of which Two Hundred Million (200,000,000) shares shall bedesignated Class A common stock, $0.01 par value per share, and OneHundred Million (100,000,000) shares shall be designated Class B common stock, $0.01par value per share. In addition, upon the filing of these Articles, the aggregate parvalue of all shares of all classes of stock having a par value will be $3,000,000.
          **SEVENTH**: Upon the filing of these Articles, the total number of shares of stock of allclasses which the Corporation has authority to issue is Three Hundred Million(300,000,000) shares of capital stock, of which Two Hundred Million (200,000,000) shares shallbe designated Class A common stock, $0.01 par value per share, and OneHundred Million (100,000,000) shares shall be designated Class B common stock, $0.01par value per share. In addition, upon the filing of these Articles, the aggregate parvalue of all shares of all classes of stock having a par value will be $3,000,000.
          **EIGHTH:**None of the preferences, conversion or other rights, voting powers,restrictions, limitations as to dividends, qualifications, or terms and conditions ofredemption of any class of the Corporation’s capital stock was changed by theseArticles.
          **NINTH:**In addition to the above, these Articles include provisions that exempt MauriceB. Tosé from the Business Combinations Statute (MCGL §§ 3-601 et seq.), and the ControlShare Statute (MCGL §§3-701 to 3-709).
          **TENTH:**The number of directors of the Corporation is five (5) and the names of thosecurrently in office are:
Maurice B. Tosé