Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENEMENT OF "ANYTHINGIT INC.", FILED IN THIS OFFICE ON THE TWENTY EIGHTH DAY OF JUNE, A.D. 2010, AT 4:38 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 3297338 8100 100696870 You may verify this certificate online at corp. delaware. gov/authver. shtml 11111111111111111111111111. Jeffrey wr Bulloa,secmtary astate AUTHEN TION: 8083513 DATE: 06-28-10

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ANYTHINGIT INC. (A Delaware Corporation) Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chief Executive Officer of ANYTHINGIT INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify that the following resolutions were adopted by the Corporation's Board of Directors and its stockholders as hereinafter described: RESOLVED: Article FOURTH of the Certificate of Incorporation of th s Corporation, as amended, is hereby amended by deleting it in its entirety and replacing it with the following: "FOURTH: The total number of shares of stock which this corporation is authorized to issue is 205,000,000 shares consisting of 200,000,000 shares of Common Stock, par value of $0.01 per share, and 5,000,000 shares of Preferred Stock, par value $0.01 per share Except as otherwise provided by law and subject to the rights conferred upon the Preferred Stock of any series thereof by the Board of Directors as hereinafter provided, the holders of the Common Stock shall possess exclusive: (i) voting rights for the election of directors and for all other purposes; 00 rights to all dividends when and as declared by the Board of Directors; and (iii) rights to all distributions upon any liquidation, dissolution or winding up of the affairs of the corporation. The Preferred Stock may be issued from time to time in one or more series and in such powers, designations, preferences and rights and qualifications, and limitations and restrictions as hall be fixed by resolution or resolutions of the Board of Directors providing for the issuance of the same. The Board of Directors is hereby expressly granted authority to fix the foregoing to the fullest extent permitted by Delaware law. FURTHER RESOLVED: that at the effective time of this amendment, each share of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's Board of Directors shall be subject to a fifty for one (50:1) forward stock split with all fractional shares rounded to the nearest whole share. The effective time of this amendment shall be upon the filing thereof with the Secretary of State of Delaware. The foregoing resolutions and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the directors of the Corporation dated June 23, 2010 in accordance with Section 141 of the Delaware General Corporation Law, and by the holders of at least a majority of the outstanding shares of the Corporation's voting stock at a special meeting of stockholders held on June 23, 2010 in accordance with Section 242 of the Delaware General Corporation Law. the undersigned, being the Chief Executive Officer of the Corporation, IN WITNESS WHEREOF, has executed this Certificate of Amendment to the Corporation's Certificate of Incorporation as of June 28, 2010. AN By: David Bernstein, Ch xecutive Officer State of Delaware Secretary of State Division of Corporations Delivered 04:47 PM 06/28/2010 FILED 04:38 PM 06/28/2010 SRV 100696870-3297338 FILE

Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ANYTHINGIT INC.", FILED IN THIS OFFICE ON THE TWENTY FIRST DAY OF MAY, A.D. 2012, AT 11:35 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFVRESAID CERTIFICATE OF AMENEMENT IS THE TWELFTH DAY OF JUNE, A.D. 2012. 3297338 8100,.?--1..6 g 120597907 AtAwS'z'& You may verify this certificate online --- at corp. delaware. gov/authver. shtml Jeffrey mbulloa,secmtary astate AUTHEN TION: 9585118 DATE: 05-21-12

State of Delaware Secretary of State Division of Corporations Delivered 11:43 AM 05/21/2012 FILED 11:35 AM 05/21/2012 SRV 120597907-3297338 FILE CERTIFICATE OF AMENDMENT TO 'ITIE CERTIFICATE OF INCORPORATION OF ANYTHINGIT INC. (A Delaware Corporation) Pursuant to Section 242 of the Delaware General Corporations Law, the undersigned, being the Chief Financial Officer of ANYTHINGIT INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify that the following resolutions were adopted by the Corporation's Board of Directors and its stockholders as hereinafter described: RESOLVED: Paragraph FIRST of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by deleting the paragraph in its entirety and replacing it with the following: The name of the CorpOration is AnythingIT, Inc. FURTHER RESOLVED: Paragraph FOC RTFI of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by adding the following: On the date of effective date of this Certificate of Amendment, the Corporation will effect a reverse stock wilt (the "Reverse Stock Split") of its outstanding Common Stock pursuant to which every three (3) issued and outstanding share of the Corporation's Common Stock, par malue $0.01 (the "Old Common Stock") shall be reclassified and converted into one (1) validly issued, fully paid and non-assessable shares of Common Stock, par value $0.01 (the "New Common Stock"). Each certificate representing shares of Old Common Stock shall thereafter represent the number of sharcs of Ncw Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and comierted hereby; provided, further, that no cash wh1 be paid or distributed as a result Of the Reverse Stock Split and no fractional shares will be issued. All fractional shares which would otherwise be required to be issued as a result of the Reverse Stock Split will be rounded up to the nearest whole share. FURTHER RESOLITED: That the effective date of this Certificate of Amendment shall be June 12, 2012. The foregoing resolutlions and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the directors of the Corporation dated May 8, 2012 in accordance with Section 141 of the Delaware General Corporation Law, and by the written consent of holders of a majority of the outstanding shares of the Corporation's voting stock on May 8, 2012 in accordance with Section 228 of the Delaware General Corporation Law IN WITNESS WHEREOF, the undersigned, being the Chief Financial Officer of this Corporation, has execute this Certificate of Amendment to the Corporation's Certificate of Incorporation, as amended, as of May 21, 2012. By: Gail L. Babitt, Chief Financial Officer