FORM OF CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF CEMTREX, INC.

Cemtrex, Inc.

Article 4 of the Certificate of Incorporation of the Corporation is hereby amended add the following language at the end of such Article:

Effective at 12:01 a.m. on January 23, 2023 (the “Effective Time’’), every thirty-five (35) shares of common stock issued and outstanding immediately prior to the Effective Time (“Old Common Stock’’) shall automatically be combined, without any action on the part of the holder thereof, into one (1) validly issued, fully paid and non- assessable share of common stock (“New Common Stock’’), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split’’). No fractional shares of common stock shall be issued in connection with the Reverse Stock Split. No stockholder of the Corporation shall transfer any fractional shares of common stock. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of common stock. No certificates representing fractional shares of New Common Stock will be issued in connection with the Reverse Stock Split. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each certificate that immediately prior to the Effective Time represented shares of Old Common Stock (“Old Certificates’’), shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by the Old Certificate shall have been combined.