CERTIFICATE
OF MERGER
OF
MEDIAVEST,
INC.
a
New Jersey corporation
AND
MANDALAY
MEDIA, INC.
a
Delaware corporation
To
the
Secretary of State
of
the
State of New Jersey
Pursuant
to the provisions of Section 14A:10-7 of the New Jersey Business Corporation
Act, it is hereby certified that:
1.
The
names of the merging corporations are Mediavest, Inc. ("Mediavest"), which
is a
business corporation organized under the laws of the State of New Jersey, and
Mandalay Media, Inc. ("Mandalay"), which is a business corporation organized
under the laws of the State of Delaware.
2.
Annexed hereto and made a part hereof is the Plan and Agreement of Merger
("Agreement of Merger") for merging Mediavest with and into Mandalay as approved
by the Board of Directors of each of said corporations.
3.
The
number of shares of Mediavest which were entitled to vote at the time of the
approval of the Agreement of Merger by its shareholders is
21,730,000 shares
of
common stock and 100,000 shares of Series A Convertible Preferred Stock (“Series
A Preferred Stock”).
The
shareholders entitled to vote of the aforesaid corporation approved the
Agreement of Merger pursuant to a Written Consent of Shareholders to Action
in
Lieu of Meeting and the number of shares that represented such action is
14,300,000 shares of common stock and 100,000 shares of Series A Preferred
Stock. The date of said action and approval was September 27, 2007.
4.
The
number of shares of Mandalay which were entitled to vote at the time of the
approval of the Agreement of Merger by its sole shareholder is 100 shares of
common stock, all of which are of one class.
The
sole
shareholder of Mandalay approved the Agreement of Merger pursuant to a Written
Consent of Sole Shareholder to Action in Lieu of Meeting; and the number of
shares represented by such action is 100. The date of said action and approval
was September 27, 2007.
5.
The
applicable provisions of the laws of the jurisdiction of organization of
Mandalay relating to the merger of Mediavest with and into Mandalay will have
been complied with upon compliance with any of the filing and recording
requirements thereof.
6.
Mandalay will continue its existence as the surviving corporation under its
present name pursuant to the provisions of the Delaware General Corporation
Law.
7.
The
effective date of the merger herein provided for in the State of New Jersey
shall be the filing date of this certificate of merger.
| |
|
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| Executed
on November 6, 2007 |
MEDIAVEST,
INC. |
| |
a New Jersey corporation |
|
|
|
| |
By: |
/s/ James
Lefkowitz |
| |
Name:
James Lefkowitz |
| |
Title:
President |
| |
|
|
| Executed
on November 6, 2007 |
MANDALAY
MEDIA, INC. |
| |
a Delaware corporation |
|
|
|
| |
By: |
/s/ James
Lefkowitz |
| |
Name:
James Lefkowitz |
| |
Title:
President |