CERTIFICATE OF OWNERSHIP AND MERGER
GREG MANNING AUCTIONS, INC.
(a New York corporation)
GREG MANNING DELAWARE, INC.
(a Delaware corporation)
It is hereby certified that:
1. Greg Manning Auctions, Inc. is a corporation of the State of New York (hereinafter called “ GMAI ”), the
laws of which permit a merger of a corporation of that jurisdiction with a corporation of another jurisdiction.
2. GMAI, as the owner of all of the outstanding shares of the stock of Greg Manning Delaware, Inc., a
corporation of the State of Delaware (hereinafter “ GM Delaware ”), hereby merges itself into GM Delaware.
3. The following is a copy of the resolutions adopted on December 11, 2000 by the Board of Directors of
GMAI to merge GMAI into GM Delaware.
RESOLVED , that as set forth in the proxy statement of the Corporation dated October 30, 2000 (the
“Proxy Statement”), the next annual meeting of shareholders of the Corporation (the “Meeting”) take place on
Tuesday, December 12, 2000, at 10:00 a.m., and that shareholders of record of the Corporation at the close
of business on Wednesday, October 25, 2000, be entitled to notice of and to vote at the Meeting;
RESOLVED , that the Board ratifies and approves in all respects the following:
* * *
the action of the board in recommending to the shareholders of the Corporation, pursuant to the Proxy
Statement, a proposal to reincorporate the Corporation in Delaware and in recommending that the
shareholders of the Corporation approve that proposal.
RESOLVED , that each of the directors and proper officers of the Corporation is hereby directed to take
any and all action that he may deem necessary or desirable to carry out the intent of the foregoing resolutions,
and to execute and deliver, or cause to be executed and delivered, all agreements or other instruments in the
name of the Corporation as he deems necessary or desirable in connection therewith, the execution and
delivery of any suc