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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
NORTHVIEW ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
NORTHVIEW ACQUISITION CORP. (the "Corporation"),
a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify the substance
or timing of the Corporation's obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial
business combination by March 22, 2025 (which may be extended by the Corporation monthly for up to three additional
months (ultimately until as late as June 22, 2025)) or (b) with respect to any other material provisions of this Amended and Restated
Certificate relating to stockholders' rights or pre-initial business combination activity, the Public Stockholders shall be provided
with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to
pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such amendment will be voided,
and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
IN WITNESS WHEREOF, NorthView Acquisition Corp. has caused this
Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this
______day of March, 2025.
| NORTHVIEW ACQUISITION CORP. | ||
| By: | ||
| Name: | Jack E. Stover | |
| Title: | Chief Executive Officer |