CERTIFICATE OF OWNERSHIP
AND MERGER OF
UPROAR INC.
WITH AND INTO
UPROAR (DE), INC.
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Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
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Uproar (DE), Inc., pursuant to Section 253 of the General
Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as
follows:
FIRST: That the name and state of incorporation of each of the
constituent corporations to the merger are as follows:
Name State of Incorporation
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Uproar (DE), Inc. Delaware
Uproar Inc. Delaware
SECOND: That Uproar (DE), Inc. owns more than 90% of the
outstanding shares of the common stock of Uproar Inc., which is the only
outstanding class of capital stock of Uproar Inc.;
THIRD: That the Board of Directors of Uproar (DE), Inc. by
unanimous written consent dated January 27, 2000 pursuant to Section 141(f) of
the DGCL, duly adopted resolutions authorizing the merger of Uproar Inc. with
and into Uproar (DE), Inc. pursuant to section 253 of the DGCL (the "Merger"),
with Uproar (DE), Inc. surviving. A true copy of such resolutions is annexed
hereto as Exhibit A. Such resolutions have not been modified or rescinded and
are in full force and effect on the date hereof.
FOURTH: That Article FIRST of the Certificate of Incorporation
of Uproar (DE), Inc. shall be amended to read as follows:
"FIRST: The name of the corporation (hereinafter called the
"Corporation") is Uproar Inc."
FIFTH: That this Certificate of Ownership and Merger shall be
effective upon its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Uproar (DE), Inc. has caused this
Certificate of Ownership and Merger to be executed in its corporate name this
day of January 27, 2000.
UPROAR (DE), INC.
By: /s/ Robert D. Marafioti
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Name: Robert D. Marafioti
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT A
CONSENT IN LIEU OF MEETING
OF
THE BOARD OF DIRECTORS
OF
UPROAR (DE), INC.
The undersigned, being all of the directors of Uproar (DE), Inc., a
Delaware corporation (the "Corporation"), acting pursuant to section 141(f) of
the General Corporation Law of the State of Delaware, hereby adopt, by this
written consent, the following resolutions and direct that this written consent
be filed with the minutes of the proceedings of the Board of Directors of the
Corporation:
RESOLVED, that Uproar Inc., a Delaware corporation ("Uproar"),
be merged with and into the Corporation, which shall be the surviving
corporation (the "Surviving Corporation"), pursuant to Section 253 of
the General Corporation Law of the State of Delaware (the "DGCL"); and
FURTHER RESOLVED, that by virtue of such merger (the
"Merger"), each issued and outstanding share of common stock, par value
$0.01 per share, of Uproar Inc. that is owned by the Corporation shall
be cancelled and retired and shall cease to exist and no consideration
shall be delivered in exchange therefor, and
FURTHER RESOLVED, that by virtue of the Merger, each issued
and outstanding share of common stock, par value $0.01 per share, of
the Corporation be converted into and become one fully paid and
nonassessable share of common stock, par value $0.01 per share, of the
Surviving Corporation; and
FURTHER RESOLVED, that the Certificate of Incorporation of the
Corporation shall be the Certificate of Incorporation of the Surviving
Corporation as set forth in the form attached hereto and that Article
FIRST of the Certificate of Incorporation shall be amended to read as
follows: "FIRST: The name of the corporation (hereinafter called the
"Corporation") is Uproar Inc."; and
FURTHER RESOLVED, that the By-Laws of Uproar shall be the
By-Laws of the Surviving Corporation as set forth in the form attached
hereto; and
FURTHER RESOLVED, that the name of the Surviving Corporation
shall be Uproar Inc.; and
FURTHER RESOLVED, that the directors and officers of the
Corporation immediately prior to the Merger shall be the directors and
officers of the Surviving Corporation, each to hold office until their
respective successors are duly elected or appointed and qualified in
the manner provided in the By-Laws of the Surviving Corporation, or as
otherwise provided by law; and
FURTHER RESOLVED, that the Chairman of the Board or any
officer of the Corporation, acting individually, be, and each of them
hereby is, authorized and directed to execute and acknowledge in the
name of and on behalf of the Corporation a Certificate of Ownership and
Merger setting forth, among other things, a copy of these resolutions
and the date of their adoption; and that such officers are hereby
authorized and directed to cause such executed Certificate of Ownership
and Merger to be filed in the Office of the Secretary of State of the
State of Delaware in accordance with Sections 103 and 253 of the DGCL;
and
FURTHER RESOLVED, that the Merger shall become effective and
the corporate existence of Uproar shall cease upon the filing of such
Certificate of Ownership and Merger with the Secretary of State of the
State of Delaware in accordance with Sections 103 and 253 of the DGCL;
and
FURTHER RESOLVED, that the appropriate officers of the
Corporation be, and each of them hereby is, authorized and directed to
take or cause to be taken all such further actions and to execute and
deliver or cause to be delivered all such further instruments and
documents in the name and on behalf of the Corporation, and to incur
all such fees and expenses as in their judgment shall be necessary or
advisable in order to carry out fully the intent and purposes of the
foregoing resolutions; and
FURTHER RESOLVED, that all actions previously taken by an
officer or director of the Corporation in connection with the
transactions contemplated by these resolutions are hereby adopted,
ratified, conformed and approved in all respects.
IN WITNESS WHEREOF, the undersigned directors of the Corporation have
executed this Consent in Lieu of a Meeting as of the day of January 27, 2000.
/s/ Thompson B. Barnhardt /s/ Christopher R. Hassett
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Thompson B. Barnhardt Christopher R. Hassett
/s/ Kenneth D. Cron /s/ Catherine V. Mackay
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Kenneth D. Cron Catherine V. Mackay
/s/ Esther Dyson /s/ Michael K. Simon
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Esther Dyson Michael K. Simon