CERTIFICATE OF INCORPORATION

                                       OF

                           COURTSIDE ACQUISITION CORP.

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                         PURSUANT TO SECTION 102 OF THE

                        DELAWARE GENERAL CORPORATION LAW

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         I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware (the "GCL"), do hereby certify as
follows:

         FIRST: The name of the corporation is Courtside Acquisition Corp.
(hereinafter sometimes referred to as the "Corporation").

         SECOND: The registered office of the Corporation is to be located at
615 S. DuPont Hwy., Kent County, Dover, Delaware. The name of its registered
agent at that address is National Corporate Research, Ltd.

         THIRD: The purpose of the Corporation shall be to engage in any lawful
act or activity for which corporations may be organized under the GCL.

         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 51,000,000 of which
50,000,000 shares shall be Common Stock of the par value of $.0001 per share and
1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.

         A. Preferred Stock. The Board of Directors is expressly granted
authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series (a "Preferred Stock
Designation") and as may be permitted by the GCL. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting



power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.

         B. Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.

         FIFTH: The name and mailing address of the sole incorporator of the
Corporation are as follows:

           Name                               Address

           Jeffrey M. Gallant                 Graubard Miller
                                              The Chrysler Building
                                              405 Lexington Avenue
                                              New York, New York 10174

         SIXTH: The following provisions (A) through (E) shall apply during the
period commencing upon the filing of this Certificate of Incorporation and
terminating upon the consummation of any "Business Combination," and may not be
amended during the "Target Business Acquisition Period." A "Business
Combination" shall mean the acquisition by the Corporation, whether by merger,
capital stock exchange, asset or stock acquisition or other similar type of
transaction, of an operating business ("Target Business"). The "Target Business
Acquisition Period" shall mean the period from the effectiveness of the
registration statement filed in connection with the Corporation's initial public
offering ("IPO") up to and including the first to occur of (a) a Business
Combination or (b) the Termination Date (defined below).

         A. Prior to the consummation of any Business Combination, the
Corporation shall submit such Business Combination to its stockholders for
approval regardless of whether the Business Combination is of a type which
normally would require such stockholder approval under the GCL. In the event
that a majority of the IPO Shares (defined below) cast at the meeting to approve
the Business Combination are voted for the approval of such Business
Combination, the Corporation shall be authorized to consummate the Business
Combination; provided that the Corporation shall not consummate any Business
Combination if the holders of 20% or more of the IPO Shares exercise their
conversion rights described in paragraph B below.

         B. In the event that a Business Combination is approved in accordance
with the above paragraph (A) and is consummated by the Corporation, any
stockholder of the Corporation holding shares of Common Stock issued in the IPO
("IPO Shares") of securities who voted against the Business Combination may,
contemporaneous with such vote, demand that the

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Corporation convert his IPO Shares into cash. If so demanded, the Corporation
shall, promptly after consummation of the Business Combination, convert such
shares into cash at a per share conversion price equal to the quotient
determined by dividing (i) the amount in the Trust Fund (as defined below),
inclusive of any interest thereon, calculated as of two business days prior to
the consummation of the Business Combination, by (ii) the total number of IPO
Shares. "Trust Fund" shall mean the trust account established by the Corporation
at the consummation of its IPO and into which a certain amount of the net
proceeds of the IPO is deposited.

         C. In the event that the Corporation does not consummate a Business
Combination by the later of (i) 18 months after the consummation of the IPO or
(ii) 24 months after the consummation of the IPO in the event that either a
letter of intent, an agreement in principle or a definitive agreement to
complete a Business Combination was executed but was not consummated within such
18 month period (such later date being referred to as the "Termination Date"),
the officers of the Corporation shall take all such action necessary to dissolve
and liquidate the Corporation as soon as reasonably practicable. In the event
that the Corporation is so dissolved and liquidated, only the holders of IPO
Shares shall be entitled to receive liquidating distributions and the
Corporation shall pay no liquidating distributions with respect to any other
shares of capital stock of the Corporation.

         D. A holder of IPO Shares shall be entitled to receive distributions
from the Trust Fund only in the event of a liquidation of the Corporation or in
the event he demands conversion of his shares in accordance with paragraph B,
above. In no other circumstances shall a holder of IPO Shares have any right or
interest of any kind in or to the Trust Fund.

         E. The Board of Directors shall be divided into three classes: Class A,
Class B and Class C. The number of directors in each class shall be as nearly
equal as possible. At the first election of directors by the incorporator, the
incorporator shall elect a Class C director for a term expiring at the
Corporation's third Annual Meeting of Stockholders. The Class C director shall
then appoint additional Class A, Class B and Class C directors, as necessary.
The directors in Class A shall be elected for a term expiring at the first
Annual Meeting of Stockholders, the directors in Class B shall be elected for a
term expiring at the second Annual Meeting of Stockholders and the directors in
Class C shall be elected for a term expiring at the third Annual Meeting of
Stockholders. Commencing at the first Annual Meeting of Stockholders, and at
each annual meeting thereafter, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Except as the
GCL may otherwise require, in the interim between annual meetings of
stockholders or special meetings of stockholders called for the election of
directors and/or the removal of one or more directors and the filling of any
vacancy in that connection, newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the
Corporation's Bylaws), or by the sole remaining director. All directors shall
hold office until the

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expiration of their respective terms of office and until their successors shall
have been elected and qualified. A director elected to fill a vacancy resulting
from the death, resignation or removal of a director shall serve for the
remainder of the full term of the director whose death, resignation or removal
shall have created such vacancy and until his successor shall have been elected
and qualified.

         SEVENTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation
and of its directors and stockholders:

         A. Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.

         B. The Board of Directors shall have the power, without the assent or
vote of the stockholders, to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation.

         C. The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interests, or for any other reason.

         D. In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, 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 statutes of
Delaware, of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.

         EIGHTH: A. A director of the Corporation shall not be personally 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 GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then

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the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the GCL, as so amended. Any repeal or
modification of this paragraph A by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
with respect to events occurring prior to the time of such repeal or
modification.

             B. The Corporation, to the full extent permitted by Section 145 of
the GCL, as amended from time to time, shall indemnify all persons whom it may
indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding for which such officer or director may
be entitled to indemnification hereunder shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized hereby.

         NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.



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         IN WITNESS WHEREOF, I have signed this Certificate of Incorporation
this 18th day of March, 2005.





                                          /s/ Jeffrey M. Gallant
                                          ----------------------
                                          Jeffrey M. Gallant, Sole Incorporator












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