CERTIFICATE
OF MERGER
OF
MEDIAVEST,
INC.,
a
New Jersey corporation
INTO
MANDALAY
MEDIA, INC.,
a
Delaware corporation
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Pursuant
to Title 8, Section 252 of the General Corporation Law of the State of Delaware,
the undersigned corporation executed the following Certificate of Merger:
FIRST: The
name
of the surviving corporation is Mandalay Media, Inc., a Delaware corporation
(“Mandalay”), and the name of the corporation being merged into this surviving
corporation is Mediavest, Inc., a New Jersey corporation (“Mediavest”).
SECOND: The
Plan
and Agreement of Merger (“Agreement of Merger”) between the parties has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations pursuant to Title 8, Section 252 of the General
Corporation Law of the State of Delaware, by Mediavest, in accordance with
the
provisions of Section 14A:10-3 of the New Jersey Business Corporation Act,
and
by Mandalay, pursuant to Section 251 of the General Corporation Law of the
State
of Delaware.
THIRD: The
name
of the surviving corporation of the merger is Mandalay Media, Inc., a Delaware
corporation.
FOURTH: The
Certificate of Incorporation of Mandalay shall be the Certificate of
Incorporation of the surviving corporation until amended and
changed.
FIFTH: This
Certificate of Merger shall be effective upon the filing thereof with the
Secretary of State of the State of Delaware.
SIXTH:
The
executed Agreement of Merger is on file at the principal place of business
of
the surviving corporation. The address of said principal place of business
is
2121 Avenue of the Stars, Suite 2550, Los Angeles, California
90067.
SEVENTH: A
copy of
the Agreement of Merger will be furnished on request, without cost, to any
stockholder of any constituent corporation.
EIGHTH:
The
authorized capital stock of Mediavest consists of 101,000,000 shares, of which
100,000,000 shares are common stock, par value $0.0001 per share, and 1,000,000
shares are preferred stock, par value $0.0001 per share.
IN
WITNESS WHEREOF,
Mandalay
Media, Inc., a Delaware corporation, has caused this certificate to be signed
by
an authorized officer on this 6th
day of
November, 2007.
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MANDALAY MEDIA, INC., |
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a Delaware corporation |
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By: /s/ Jay
Wolf |
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Name:
Jay Wolf |
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Title:
Chief Operating Officer |
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MEDIAVEST, INC., |
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a New Jersey corporation |
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By: /s/
Jay Wolf |
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Name:
Jay Wolf |
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Title: Chief Operating
Officer |