CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                    CKX, INC.

 

          PURSUANT TO SECTION 102 OF THE GENERAL CORPORATION LAW OF THE

                                STATE OF DELAWARE

 

     The undersigned, in order to form a corporation pursuant to Section 102 of

the General Corporation Law of the State of Delaware, does hereby certify:

 

          FIRST:    The name of the corporation is CKX, Inc. (the

"Corporation").

 

          SECOND:   The address of the Corporation's registered office in the

State of Delaware is 9 East Loockerman Street, Suite 1B, Dover, Kent County,

Delaware, 19901. The Registered Agent in charge thereof is National Registered

Agents, Inc.

 

          THIRD:    The purpose of the Corporation is to engage in any lawful

act or activity for which corporations may be organized under the General

Corporation Law of the State of Delaware.

 

          FOURTH:   The total number of shares which the Corporation shall have

authority to issue is 275,000,000 shares of capital stock consisting of (i)

200,000,000 shares of common stock, $0.01 par value per share (the "Common

Stock"), and (ii) 75,000,000 shares of preferred stock, $0.01 par value per

share (the "Preferred Stock").

 

     Out of the Corporation's authorized shares of Preferred Stock, 2,172,400

shares shall be designated "Series A Convertible Redeemable Preferred Stock,"

with a stated value of $20.00 per share. The voting and other powers,

designations, preferences and relative, participating, optional or other special

rights, and the qualifications, limitations or restrictions of the Corporation's

Series A Convertible Redeemable Preferred Stock are set forth in Appendix A

hereto and are incorporated herein by reference.

 

     Out of the Corporation's authorized shares of Preferred Stock, 1,491,817

shares shall be designated "Series B Convertible Preferred Stock," with a stated

value of $15.30 per share. The voting and other powers, designations,

preferences and relative, participating, optional or other special rights, and

the qualifications, limitations or restrictions of the Corporation's Series B

Convertible Preferred Stock are set forth in Appendix B hereto and are

incorporated herein by reference.

 

     Out of the Corporation's authorized shares of Preferred Stock, one shall be

designated "Series C Convertible Preferred Stock," with a stated value of $1.00

per share. The voting and other powers, designations, preferences and relative,

participating, optional or other special rights, and the qualifications,

limitations or restrictions of the Corporation's Series C Convertible Preferred

Share are set forth in Appendix C hereto and are incorporated herein by

reference.

 

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     Except as otherwise provided in this Certificate of Incorporation

(including any appendix hereto), authority is hereby vested in the Board of

Directors of the Corporation from time to time to provide for the issuance of

shares of such other series of Preferred Stock and in connection therewith to

fix by resolution or resolutions providing for the issue of any such series, the

number of shares to be included therein, the voting powers thereof, and such of

the designations, preferences and relative participating, optional or other

special rights and qualifications, limitations and restrictions of each such

series, including, without limitation, dividend rights, voting rights, rights of

redemption, or conversion into Common Stock rights, and liquidation preferences,

to the fullest extent now or hereafter permitted by the Delaware General

Corporation Law and any other provisions of this Certificate of Incorporation.

 

          FIFTH:    The name and mailing address of the Incorporator is as

follows:

 

<Table>

<Caption>

                    NAME                       ADDRESS

                    ------------------------   ---------------------------------

                    <S>                        <C>

                    Jason Horowitz             650 Madison Avenue,

                                               New York, NY 10022

</Table>

 

          SIXTH:    The Corporation is to have perpetual existence.

 

          SEVENTH:  The Corporation expressly elects not to be subject to the

provisions of Section 203 of the Delaware General Corporation Law.

 

          EIGHTH:   The board of directors is expressly authorized to adopt,

amend or repeal the by-laws of the Corporation.

 

          NINTH:    Elections of directors need not be by written ballot unless

the by-laws of the Corporation shall otherwise provide.

 

          TENTH:    No director of the Corporation shall be liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the General Corporation Law, or

(iv) for any transaction from which the director derived an improper personal

benefit.

 

          ELEVENTH: Except as may otherwise be specifically provided in this

Certificate of Incorporation (including any appendix hereto), no provision of

this Certificate of Incorporation is intended by the corporation to be construed

as limiting, prohibiting, denying or abrogating any of the general or specific

powers or rights conferred under the Delaware General Corporation Law upon the

Corporation, upon its stockholders, bondholders and security holders, and upon

its directors, officers and other corporate personnel, including, in particular,

the power of the Corporation to furnish indemnification to directors and

officers in the capacities defined and prescribed by the Delaware General

Corporation Law and the defined and prescribed rights of said persons to

indemnification as the same are conferred under the Delaware General Corporation

Law. The Corporation shall, to the fullest extent permitted by the laws of the

State of Delaware, including, but not limited to Section 145 of the Delaware

General Corporation Law, as the same may be amended and supplemented, indemnify

any and all directors and

 

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officers of the Corporation and may, in the discretion of the board of

directors, indemnify any and all other persons whom it shall have power to

indemnify under said Section or otherwise under Delaware law from and against

any and all of the expenses, liabilities or other matters referred to or covered

by said Section. The indemnification provisions contained in the Delaware

General Corporation Law shall not be deemed exclusive of any other rights to

which those indemnified may be entitled under any by-law, agreement, resolution

of stockholders or disinterested directors, or otherwise, and shall continue as

to a person who has ceased to be a director, officer, employee or agent, both as

to action in his official capacity and as to action in another capacity while

holding such office, and shall inure to the benefit of the heirs, executors and

administrators of such person.

 

          TWELFTH:  Except as otherwise provided in this Certificate of

Incorporation (including any appendix hereto), the number of directors

constituting the Board of Directors shall be determined by the Board of

Directors, subject to the by-laws of the Corporation. Except as otherwise

provided in this Certificate of Incorporation (including any appendix hereto),

any vacancy in the Board of Directors, whether arising from death, resignation,

removal, an increase in the number of directors or any other cause, may be

filled by the vote of either a majority of the directors then in office, though

less than a quorum, by the sole remaining director or by the stockholders at the

next annual meeting thereof or at a special meeting called for such purpose.

Stockholders may not apply to request that the Delaware Court of Chancery

summarily order an election to be held to fill any vacancies in the Board of

Directors whether or not, at the time of filling any vacancy or any newly

created directorship, the directors then in office shall constitute less than a

majority of the whole Board of Directors as constituted immediately prior to any

such vacancy or increase. Except as otherwise provided in this Certificate of

Incorporation (including any appendix hereto), each director so elected shall

hold office until the next meeting of the stockholders in which the election of

directors is in the regular order of business and until his successor shall have

been elected and qualified.

 

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     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of March,

2005 and I affirm that the foregoing certificate is my act and deed and that the

facts stated herein are true.

 

                                                /s/ Jason Horowitz

                                               --------------------

                                               Jason Horowitz, Incorporator