Exhibit
3.1


SECOND
RESTATED CERTIFICATE OF INCORPORATION




OF




CTM
MEDIA HOLDINGS, INC.




CTM Media
Holdings, Inc., a Delaware corporation (the “Corporation”), the original
Certificate of Incorporation and Restated Certificate of Incorporation of which
were filed with the Secretary of State of Delaware on May 8, 2009 and July 6,
2009, respectively, HEREBY
CERTIFIES:





FIRST:  This
Second Restated Certificate of Incorporation, amending the Restated Certificate
of Incorporation of the Corporation, was duly authorized by the Corporation’s
Board of Directors and adopted by written consent of the Corporation’s
stockholders in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.




SECOND:  Article
Fourth shall be amendment by adding the following after section
2:  “3.    Reverse
Stock Split.  Upon the filing and effectiveness (the “Effective
Time”), pursuant to the General Corporation Law of the State of Delaware, of
this Second Restated Certificate of Incorporation, each share of the
Corporation’s Class A Common Stock, par value $0.01 per share, issued and
outstanding immediately prior to the Effective Time shall automatically be
converted and/or split into (i) 26,897.3233  shares of Class A Common
Stock, par value $0.01 per share, (ii) 72,221.7066 shares of Class B Common
Stock, par value $0.01 per share, and (c) 10,907.7566 shares of Class C common
stock, par value $0.01 per share, respectively, without any further action by
the Corporation or the holder thereof.”




THIRD:  That
the Second Restated Certificate of Incorporation shall become effective upon
filing.




FOURTH:  That
the Second Restated Certificate of Incorporation, as amended and restated
hereby, reads in its entirety as follows:













SECOND
RESTATED CERTIFICATE OF INCORPORATION




OF




CTM
MEDIA HOLDINGS, INC.




FIRST:  The
name of the Corporation is CTM Media Holdings, Inc. (the
“Corporation”).




SECOND:  The
address of the registered office of the Corporation in the State of Delaware is
2711 Centerville Road, Suite 400 in the City of Wilmington, County of New
Castle.  The name of its registered agent at such address is
Corporation Service Company.




THIRD:  The
purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of the State of
Delaware (the “GCL”).




FOURTH:  The
aggregate number of shares of all classes of capital stock which the Corporation
shall have the authority to issue is one hundred and twenty-five million
(125,000,000) shares, consisting of (a) 35,000,000 shares of Class A
Common Stock, par value $0.0l per share (“Class A Stock”), (b) 65,000,000
shares of Class B Common Stock, par value $0.01 per share (“Class B
Stock”), (c) 15,000,000 shares of Class C Common Stock, par value
$0.01 per share (the “Class C Stock”; the Class A Stock, Class B Stock and
Class C Common Stock are referred to herein as the “Common Shares”), and
(d) 10,000,000 shares of preferred stock, par value $0.01 per share
(“Preferred Stock”).




1.
            Preferred
      Stock




The Board
of Directors is hereby expressly authorized, by resolution or resolutions, to
provide, out of the unissued and undesignated shares of Preferred Stock, for one
or more series of Preferred Stock.  Before any shares of any such
series are issued, the Board of Directors shall fix, and hereby is expressly
empowered to fix, by resolution or resolutions, the following provisions of the
shares thereof:




(a)  the
designation of such series, the number of shares to constitute such series, and
the stated value thereof if different from the par value thereof;




(b)  whether
the shares of such series shall have voting rights, in addition to any voting
rights provided by law, and, if so, the terms of such voting rights, which may
be general or limited;




(c)  the
dividends, if any, payable on such series, whether any such dividends shall be
cumulative, and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, the preference or relation which such dividends
shall bear to the dividends payable on any shares of stock of any other class or
any other series of this class;






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(d)  whether
the shares of such series shall be subject to redemption by the Corporation,
and, if so, the terms and conditions of such redemption, including the manner of
selecting shares for redemption if less than all shares of such series are to be
redeemed, the date or dates upon or after which they shall be redeemable, and
the amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;




(e)  the
amount or amounts payable upon shares of such series upon, and the rights of the
holders of such series in, the voluntary or involuntary liquidation, dissolution
or winding up, or upon any distribution of the assets, of the Corporation, and
whether such rights shall be in preference to, or in another relation to, the
comparable rights of any other class or classes or series of stock;




(f)  whether
the shares of such series shall be subject to the operation of a retirement or
sinking fund and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or other corporate purposes and the terms and
provisions relative to the operation thereof;




(g)  whether
the shares of such series shall be convertible into, or exchangeable for, shares
of stock of any other series of this class or any other securities and, if so,
the price or prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same, and any other terms and conditions of
conversion or exchange;




(h)  the
limitations and restrictions, if any, to be effective while any shares of such
series are outstanding upon the payments of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Corporation of the Common Shares or shares of stock of any other class or any
other series of this class;




(i)  the
conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issue of any additional stock, including additional
shares of such series or of any other series of this class or of any other
class; and




(j)  any other
powers, preferences and relative, participating, optional and other special
rights, and any qualifications, limitations and restrictions
thereof.




The
powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations of
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding.  All shares of any one series of Preferred
Stock shall be identical in all respects with all other shares of such series,
except that shares of any one series issued at different times may differ as to
the dates from which dividends thereon shall accrue and/or be
cumulative.




2.
            Common
      Shares




(a)  General.
Except as hereinafter expressly set forth in Section 2, and subject to the
rights and preferences of the holders of Preferred Stock at any time
outstanding, the Class A Stock,  the Class B Stock and the Class C
Stock, all of which are classes of common stock, shall have the same rights and
privileges and shall rank equally, share ratably and be identical in respects as
to all matters, including rights in liquidation.






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(b)  Voting
Rights. Except as otherwise provided in this Second Restated Certificate
of Incorporation or as expressly provided by law, and subject to any voting
rights provided to holders of Preferred Stock at any time outstanding, the
Common Shares have exclusive voting rights on all matters requiring a vote of
the Corporation.




The
holders of Class A Stock shall be entitled to one vote per share on all matters
to be voted on by the stockholders of the Corporation. The holders of Class B
Stock shall be entitled to one-tenth (1/10) of a vote per share on all matters
to be voted on by the stockholders of the Corporation.  The holders of
Class C Stock shall be entitled to three votes per share on all matters to be
voted on by the stockholders of the Corporation.




Except as
otherwise provided in this Second Restated Certificate of Incorporation or as
required by law, and subject to any voting rights provided to holders of
Preferred Stock at any time outstanding, the holders of Class A Stock, the
holders of Class B Stock and the holders of the Class C Stock shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.




(c)  Dividends
and Distributions




(1)  Subject to
the rights of the holders of Preferred Stock, and  subject to any
other provisions of this Second Restated Certificate of Incorporation, as it may
be amended from time to time, holders of Class A Stock,  holders of
Class B Stock and holders of Class C Stock shall share ratably, in accordance
with the number of shares held by each such holder, in all dividends or
distributions payable in cash or (subject to paragraph (2) of this Section 2(c))
other property (other than Common Shares) as may be declared thereon by the
Board of Directors from time to time out of assets or funds of the Corporation
legally available therefor. All dividends or distributions declared on the
Common Shares which are payable in Common Shares shall be declared at the same
rate on all classes of Common Shares, but shall be payable in Class A Stock to
holders of Class A Stock, Class B Stock to holders of Class B Stock and Class C
Stock to holders of Class C Stock.  If the Corporation shall in any
manner subdivide, combine or reclassify the outstanding shares of Class A Stock,
Class B Stock or Class C Stock, the outstanding shares of the other classes of
stock shall be subdivided, combined or reclassified proportionately in the same
manner and on the same basis as the outstanding shares of Class A Stock, Class B
Stock or Class C Stock, as the case may be, have been subdivided, combined or
reclassified.




(2)  Notwithstanding
anything else in this Second Restated Certificate of Incorporation to the
contrary, nothing shall restrict the declaration or payment of any dividend or
distribution by the Corporation to holders of Common Shares, which are made or
paid in securities of another entity, if the securities distributed to the
holders of differing classes of Common Shares have disparate voting rights, so
long as (i) such shares bear the same rights in the property of the entity whose
securities are being distributed and (ii) the voting rights are not, in the
aggregate among the classes of shares, materially different than the voting
rights of the Common Shares.




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(d)  Optional
Conversion.




(1)  The
shares of Class A Stock and Class B Stock are not convertible into or
exchangeable for shares of Class C Stock.




(2)  Each
share of Class C Stock may be converted, at any time and at the option of the
holder thereof, into one fully paid and nonassessable share of Class A
Stock.




(3)  Each
share of Class B Stock may be converted, at any time and at the option of the
Corporation, into one fully paid and nonassessable share of Class A Stock,
provided that all shares of Class B Stock are so converted.




(e)  Mandatory
Conversion.




(1)  Upon a
Transfer by a Holder, other than to a “Permitted Transferee” of such Holder,
shares of Class C Stock so transferred shall, effective on the date of such
Transfer, be automatically converted, without further act on anyone’s part, into
an equal number of shares of Class A Stock, and the stock certificates formerly
representing such shares of Class C Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Stock.




(2)  For
purposes of this Section 2(e):




A “Permitted Transferee” of a Holder shall mean the following:




(i)  In the
case of any Holder, the Corporation or any one or more of its directly or
indirectly wholly owned subsidiaries;




(ii)  In the
case of a Holder who is a natural person:




(A)  The
spouse of such Holder (the “Spouse”), any lineal ancestor of such Holder or of
the Spouse, and any person who is a lineal descendant of a grandparent of such
Holder or of the Spouse, or a spouse of any such lineal descendent or such
lineal ancestor (collectively, the “Family Members”);




(B)  A trust
(including a voting trust) exclusively for the benefit of one or more of (x)
such Holder, (y) one or more of his or her Family Members or (z) an organization
to which contributions are deductible under 501(c)(3) of the Internal Revenue
Code of 1986, as amended, or any successor provision (the “Internal Revenue
Code”) or for estate or gift tax purposes (a “Charitable Organization”);
provided that such trust may include a general or special power of appointment
for such Holder or Family Members (a “Trust”); provided, further, that if by
reason of any change in the beneficiaries of such Trust, such Trust would not
have qualified, at the time of the Transfer of Class C Stock to such Trust (for
purposes of this sub-paragraph (B), the “Transfer Date”), as a Permitted
Transferee, all shares of Class C Stock so transferred to such Trust shall,
effective on the date of such change of beneficiary, be automatically converted,
without further act on anyone’s part, into an equal number of shares of Class A
Stock, and the stock certificates formerly representing such shares of Class C
Stock shall thereupon and thereafter be deemed to represent the like number of
shares of Class A Stock;




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(C)  A
Charitable Organization established solely by one or more of such Holder or a
Family Member;




(D)  An
Individual Retirement Account, as defined in Section 408(a) of the Internal
Revenue Code, of which such Holder is a participant or beneficiary, provided
that such Holder has the power to direct the investment of funds deposited into
such Individual Retirement Account and to control the voting of securities held
by such Individual Retirement Account (an “IRA”);




(E)  A
pension, profit sharing, stock bonus or other type of plan or trust of which
such Holder is a participant or beneficiary and which satisfies the requirements
for qualification under Section 401(k) of the Internal Revenue Code, provided
that such Holder has the power to direct the investment of funds deposited into
such plan or trust and to control the voting of securities held by such plan or
trust (a “Plan”);




(F)  Any
corporation or partnership directly or indirectly controlled, individually or as
a group, only by such Holder and/or any of his Permitted Transferees as
determined under this clause (ii); provided, that if by reason of any change in
the direct or indirect control of such corporation or partnership, such
corporation or partnership would not have qualified, at the time of the Transfer
of Class C Stock to such corporation or partnership, as a Permitted Transferee
of such Holder, all shares of Class C Stock so transferred to such corporation
or partnership shall, effective on the date of such direct or indirect change in
control, be automatically converted, without further act on anyone’s part, into
an equal number of shares of Class A Stock, and the stock certificates formerly
representing such shares of Class C Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Stock; and




(G)  The
estate, executor, executrix or other personal representative, custodian,
administrator or guardian of such Holder.




(iii)  In the
case of a Holder holding the shares of Class C Stock in question as trustee of
an IRA, a Plan or a Trust, “Permitted Transferee” means (x) the person who
transferred Class C Stock to such IRA, such Plan or such Trust, (y) any
Permitted Transferee of any such person determined pursuant to this Section 2(e)
and (z) any successor trustee or trustees in such capacity of such IRA,
such Plan or such Trust;




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(iv)  In the
case of a Holder which is a partnership, “Permitted Transferee” means any other
person, directly or indirectly controlling, controlled by or under direct or
indirect common control with such partnership, provided that, if by reason of
any change in the direct or indirect control of such person, such person would
not have qualified, at the time of the Transfer of the Class C Stock to such
person, as a Permitted Transferee of such partnership, all shares of Class C
Stock so transferred to such person shall, effective on the date of such direct
or indirect change in control, be automatically converted, without further act
on anyone’s part, into an equal number of shares of Class A Stock, and the stock
certificates formerly representing such shares of Class C Stock shall thereupon
and thereafter be deemed to represent the like number of shares of Class A
Stock;




(v)  In the
case of a Holder which is a corporation (other than a Charitable Organization)
“Permitted Transferee” means any other person directly or indirectly
controlling, controlled by or under direct or indirect common control with such
corporation; provided that if by reason of any change in the direct or indirect
control of such person, such person would not have qualified, at the time of the
Transfer of the Class C Stock to such person, as a Permitted Transferee of such
corporation, all shares of Class C Stock so transferred to such person shall,
effective on the date of such direct or indirect change in control be
automatically converted, without further act on anyone’s part, into an equal
number of shares of Class A Stock, and the stock certificates formerly
representing such shares of Class C Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Stock; and




(vi)  In the
case of a Holder which is the estate of a deceased Holder or who is the
executor, executrix or other personal representative, custodian or administrator
of such Holder, or guardian of a disabled or adjudicated incompetent Holder or
which is the estate of a bankrupt or insolvent Holder, which owns the shares of
Class C Stock in question, “Permitted Transferee” means a Permitted Transferee
of such deceased, or adjudicated incompetent, disabled, bankrupt or insolvent
Holder as otherwise determined pursuant to this Section 2(e).




As used
in this Section 2(e), the term “control” means the possession, direct or
indirect, of the   power to direct or cause the direction of the
management and policies of the controlled person or entity.




As used
in this Section 2(e), the term “Holder” means any holder of Class C Stock or of
the proxy   to vote shares of Class C Stock.






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As used
in this Section 2(e), the term “person” shall mean both natural persons and
legal entities,   unless otherwise specified.  The
relationship of any person that is derived by or through legal adoption shall be
considered a natural relationship.




Each
joint owner of shares or owner of a community property interest in shares of
Class C Stock   shall be considered a “Holder” of such
shares.  A minor for whom shares of Class C Stock are held pursuant to
a Uniform Transfer to Minors Act or similar law shall be considered a Holder of
such shares.




As used
in this Section 2(e), a “Transfer” shall mean any type of transfer of shares of
Class C   Stock, whether by sale, exchange, gift, operation of
law, pledge, or otherwise, and shares of Class C Stock shall refer to either (i)
such shares of Class C Stock so transferred, (ii) the power to vote such
shares so transferred or (iii) shares of Class C Stock for which the power to
vote was so transferred, as the case may be.




(3)  Notwithstanding
anything to the contrary set forth herein,
any Holder may pledge the shares of Class C Stock belonging to such Holder to a
pledgee pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledgee, provided that such pledgee does not have the
power to vote such shares and such shares remain subject to the provisions of
this Section.  In the event of foreclosure or other similar action by
the pledgee, such shares, at midnight on the thirtieth day after delivery of
notice by the Corporation to the pledgor of such foreclosure or other similar
action (for purposes of this paragraph (3) the “Conversion Time”), shall be
automatically converted, without further act on anyone’s part, into an equal
number of shares of Class A Stock and the stock certificates formerly
representing such shares of Class C Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Stock;provided,
however, that such automatic conversion of such shares of Class C Stock shall
not occur if, prior to the Conversion
Time, (x) such pledged shares of Class C Stock are transferred to a Permitted
Transferee of the pledgor or (y) such foreclosure or other similar action is
cancelled or annulled so that the pledgor retains the right to vote such
shares.




(4)  A good
faith determination by the Board of Directors of the Corporation (x) that a
transferee of shares of Class C Stock is or is not a Permitted Transferee of the
transferor of such shares to such transferee on the date of Transfer, or (y)
that, by reason of any change in the direct or indirect control of such
transferee subsequent to such Transfer, such person would have or have not
qualified at the time of the Transfer of the Class C Stock to such person as a
Permitted Transferee shall be conclusive and binding upon all the stockholders
of the Corporation.




(5)  The
Corporation may, as a condition to the transfer or the registration of transfer
of shares of Class C Stock to a purported Permitted Transferee, require the
furnishing of such affidavits or other proof as it deems necessary to establish
that such transferee is a Permitted Transferee.  Each certificate
representing shares of Class C Stock shall be endorsed with a legend that states
that shares of Class C Stock are not transferable other than to certain
transferees and are subject to certain restrictions as set forth in this Second
Restated Certificate of Incorporation of the Corporation.






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(6)  This
Section 2(e) may not be amended without the affirmative vote of holders of the
majority of the shares of the Class A Stock, the affirmative vote of holders of
the majority of the shares of the Class B Stock and the affirmative vote of
holders of the majority of the shares of the Class C Stock, each voting
separately as a class.




(f)  Conversion
Procedures.




(1)  Each
conversion of shares pursuant to Section 2(d) hereof will be effected by the
surrender of the certificate or certificates, duly endorsed, representing the
shares to be converted at the principal office of the transfer agent of the
Class C Stock, in the case of conversion pursuant to Section 2(d)(2), or of the
Class B Stock, in the case of conversion pursuant to Section 2(d)(3), at any
time during normal business hours, together with a written notice by the holder
stating the number of shares that such holder desires to convert and the names
or name in which he wishes the certificate or certificates for the Class A Stock
to be issued. Such conversion shall be deemed to have been effected as of the
close of business on the date on which such certificate or certificates have
been surrendered, and at such time, the rights of any such holder with respect
to the converted shares of such holder will cease and the person or persons in
whose name or names the certificate or certificates for shares are to be issued
upon such conversion will be deemed to have become the holder or holders of
record of such shares represented thereby.




Promptly
after such surrender, the Corporation will issue and deliver in accordance with
the surrendering holder’s instructions the certificate or certificates for the
Class A Stock issuable upon such conversion and a certificate representing any
Class C Stock, in the case of conversion pursuant to Section 2(d)(2) which was
represented by the certificate or certificates delivered to the Corporation in
connection with such conversion, but which was not converted.




(2)  The
issuance of certificates upon conversion of shares pursuant to Section 2(d)
hereto will be made without charge to the holder or holders of such shares for
any issuance tax (except stock transfer tax) in respect thereof or other costs
incurred by the Corporation in connection therewith.




(3)  The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Class A Stock or its treasury shares, solely for the
purpose of issuance upon the conversion of the Class B Stock and Class C Stock,
such number of shares of Class A Stock as may be issued upon conversion of all
outstanding Class B Stock and Class C Stock.




(4)  Shares of
the Class B Stock and Class C Stock surrendered for conversion as above provided
or otherwise acquired by the Corporation shall be canceled according to law and
shall not be reissued.




(5)  All
shares of Class A Stock which may be issued upon conversion of shares of Class B
Stock and Class C Stock will, upon issue, be fully paid and
nonassessable.




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3.
            Reverse
      Stock Split.  Upon the filing and effectiveness (the
      “Effective Time”), pursuant to the General Corporation Law of the State of
      Delaware, of this Second Restated Certificate of Incorporation, each share
      of the Corporation’s Class A Common Stock, par value $0.01 per share,
      issued and outstanding immediately prior to the Effective Time shall
      automatically be converted and/or split into (i)
      26,897.3233  shares of Class A Common Stock, par value $0.01 per
      share, (ii) 72,221.7066 shares of Class B Common Stock, par value $0.01
      per share, and (c) 10,907.7566 shares of Class C common stock, par value
      $0.01 per share, respectively, without any further action by the
      Corporation or the holder
thereof.




FIFTH:  The
business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors consisting of not less than two  and
not more than seventeen directors, the exact number of which shall be fixed from
time to time by the Board of Directors; provided,
however,
that at any time the Corporation shall have any class of stock registered under
the Securities Exchange Act of 1934, as amended, the Board of Directors shall
consist of not less than three and not more than seventeen
directors.




A
director shall hold office until the next occurring annual meeting of
stockholders following his or her election and until his or her successor shall
be elected and shall qualify, subject, however, to prior death or incapacity,
resignation, retirement, disqualification or removal from office.




The
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the GCL, this Second Restated Certificate of
Incorporation, and any By-Laws adopted by the stockholders; provided,
however,
that no By-Laws hereafter adopted by the stockholders shall invalidate any prior
act of the directors which would have been valid if such By-Laws had not been
adopted.




Subject
to the terms of any one or more classes or series of Preferred Stock, newly
created directorships resulting from any increase in the number of directors and
any vacancies in the Board of Directors resulting from death or incapacity,
resignation, retirement, disqualification or removal from office may be filled
only by the affirmative vote of a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and directors so
elected shall hold office until the next occurring annual meeting of
stockholders following appointment and until their successors are duly elected
and qualified, or until their earlier death or incapacity, resignation,
retirement, disqualification or removal from office.




SIXTH:  No
director shall be personally liable to the Corporation or any of its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for 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) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit.  Any
alteration, amendment or repeal of this Article SIXTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such alteration, amendment or repeal
with respect to acts or omissions occurring prior to such alteration, amendment
or repeal.




SEVENTH:  The
Corporation is to have perpetual existence.






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EIGHTH:  The
By-Laws of the Corporation may be altered, amended or repealed in whole or in
part, or new By-Laws may be adopted, by the stockholders or by the affirmative
vote of the directors of the Corporation as provided therein.




NINTH:  Special
meetings of stockholders may be called by any of (i) the Chairman of the
Board of Directors, (ii) the President, (iii) any Vice President, (iv) the
Secretary, or (v) any Assistant Secretary, and shall be called by any such
officer at the request in writing of a majority of the entire Board of Directors
or at the request in writing of stockholders owning a majority of the capital
stock of the Corporation issued and outstanding and entitled to vote. As used in
this Second Restated Certificate of Incorporation, the term “entire Board of
Directors” means the total number of directors which the Corporation would have
if there were no vacancies.




TENTH:  The
Corporation elects not to be governed by Section 203 of the GCL.




ELEVENTH:  The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Second Restated Certificate of Incorporation, and all rights
conferred upon stockholders hereby are granted subject to this
reservation.
























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IN
WITNESS WHEREOF, the Corporation has caused this Second Restated
Certificate of Incorporation to be executed on its behalf this11th day
of September 2009.






CTM MEDIA
HOLDINGS, INC.








By:   _/s/
Marc E. Knoller___________


Name:            Marc
E. Knoller


Title:              
Chief Executive Officer




Address:         11
Largo Drive South


Stamford, CT
06907