CERTIFICATE OF OWNERSHIP AND MERGER
MOTORSPORTS MERGER CORP. INTO
(Pursuant to Section 253 of the
General Corporation Law of Delaware)
Logisoft Corp., a corporation organized and existing under the laws of Delaware (the “Corporation”), does hereby certify:
FIRST: That the Corporation owns all of the outstanding shares of each class of stock of Motorsports Merger Corp.,
a Delaware corporation incorporated on the 9 th day of May, 2001, pursuant to the Delaware General Corporation Law.
SECOND: That the Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting
held on the 11 th day of May, 2001, determined to merge into itself said Motorsports Merger Corp., on the conditions set
forth in such resolutions:
RESOLVED , that the Corporation merge into itself Motorsports Merger Corp. and assume all of its obligations.
RESOLVED , that said merger shall become effective upon the filing of a Certificate of Ownership and Merger with
the Secretary of the State of Delaware.
RESOLVED , that upon effectiveness of said merger, the name of the Corporation shall be changed to Team Sports
Entertainment, Inc. and the First Article of the Certificate of Incorporation of the Corporation, as heretofore amended, shall
be amended to read as follows:
“1. The name of the corporation is Team Sports Entertainment, Inc.”
RESOLVED , that except for the foregoing amendment to the First Article, the Certificate of Incorporation, as
previously amended, shall remain unchanged by the merger and in full force and effect until further amended in accordance
with the Delaware General Corporation Law.
RESOLVED , that the proper officers of the Corporation be, and they hereby are directed to make and execute a
Certificate of Ownership and Merger setting forth a copy of the resolutions to so merge Motorsports Merger Corp. and to
assume its obligations, and to so change the name of the Corporation, and th