GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the DISTRICT
OF COLUMBIA BUSINESS CORPORATION ACT have been complied with and accordingly,
this CERTIFICATE of MERGER is hereby issued to
MAGICSPORTS - MARCO MANAGEMENT, INC.
(DC CORP.)
MERGED INTO
MARCO ENTERTAINMENT INC.
(DC CORP.)
as of AUGUST 11TH, 1998
Lloyd J. Jordan
Director
Patricia A. Montgomery
Administrator
Business Regulation Administration
/s/ William L. Ables, Jr.
-------------------------------------
William L. Ables, Jr.
Act. Asst. Corporate Program Manager
Corporations Division
Marion Barry, Jr.
Mayor
FILE
AUG 11 1998
WLA
ARTICLES OF MERGER
OF
MARCO ENTERTAINMENT, INC.
AND
MAGICSPORTS-MARCO MANAGEMENT, INC.
To the Department of Consumer
and Regulatory Affairs
District of Columbia
Pursuant to the provisions of the District of Columbia
Business Corporation Act, the corporations hereinafter named do hereby adopt
the following articles of merger:
1. Annexed hereto and made a part hereof is the Plan of
Merger for merging Magicsports-Marco Management,
Inc. ("Magicsports"), a business corporation of the
District of Columbia, with and into Marco
Entertainment, Inc. ("Marco"), a business
corporation of the District of Columbia, as approved
by the Board of Directors and the shareholders of
said parties to the Plan of Merger.
2. The Plan of Merger was advised by the Board of
Directors of Marco and approved by the sole
shareholder of Marco in accordance with Marco's
Articles of Incorporation and applicable law.
3. The Plan of Merger was advised by the Board of
Directors of Magicsports and approved by the sole
shareholder of Magicsports in accordance with
Magicsports' Articles of Incorporation and
applicable
law.
4. Marco will continue its existence as the surviving
corporation under its present name pursuant to the
provisions of the District of Columbia Business
Corporation Act.
Executed as of this 10th day of August, 1998.
MARCO ENTERTAINMENT
INC.
By:/s/ Michael A. Rosenberg
-------------------------------------
Michael A. Rosenberg, President
MAGICSPORTS-MARCO
MANAGEMENT INC.
By:/s/ Brad Krassner
-------------------------------------
Brad Krassner
Vice President
PLAN OF MERGER
This PLAN OF MERGER approved on June 1, 1998 by MARCO ENTERTAINMENT,
INC. ("Marco"), a business corporation of the District of Columbia, and by
resolution adopted by a unanimous vote of the members of its Board of
Directors, and approved on June 1, 1998 by MAGICSPORTS-MARCO MANAGEMENT, INC.
("Magicsports"), a business corporation of the District of Columbia, and by
resolution adopted by a unanimous vote of the members of its Board of
Directors.
1. The corporations parties hereto, Marco and Magicsports,
shall, pursuant to the provisions of the District of Columbia
Business Corporations Act, be merged with and into a single
corporation, to wit, Marco, which shall be the surviving
corporation upon the effective date of the merger and which
is sometimes hereinafter referred to as the "surviving
corporation," and which shall continue to exist as said
surviving corporation under its present name pursuant to the
provisions of the District of Columbia Business Corporation
Act. The separate existence of Magicsports, which is
sometimes hereinafter referred to as the "terminating
corporation," shall cease upon the effective date of the
merger in accordance with the provisions of the said District
of Columbia Business Corporation Act.
2. The Articles of Incorporation of Magicsports as of the
effective date of the merger shall be in the Articles of
Incorporation of the surviving corporation and shall continue
in full force and effect until sooner amended or changed as
permitted by the provisions of the District of Columbia
Business Corporation Act.
3. The bylaws of Magicsports upon the effective date of the
merger will be the bylaws of the surviving corporation and
will continue in full force and effect until changed, altered
or amended as therein provided and in the manner prescribed
by the provisions of the District of Columbia Business
Corporation Act.
4. The directors and officers in office of Magicsports upon the
effective date of the merger shall be the members of the
first Board of Directors and the first officers of the
surviving corporation, all of whom shall hold their
directorships and offices until the election and
qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the bylaws
of the surviving corporation.
5. Each issued and outstanding share of the terminating
corporation shall, upon the effective date of the merger, be
converted in one share of the surviving corporation. The
issued shares of the surviving corporation shall not be
converted
in any manner, but each said share which is issued as of the
effective date of the merger shall continue to represent one
issued share of the surviving corporation.
6. The Plan of Merger herein made and approved was submitted to
the sole shareholder of the terminating corporation and the
sole shareholder of the surviving corporation for their
approval in the manner prescribed by the provisions of the
District of Columbia Business Corporation Act.
7. The terminating corporation and the surviving corporation
hereby stipulate that they will cause to be executed and
filed and/or recorded any document or documents prescribed by
the laws of the District of Columbia, and that they will
cause to be performed all necessary acts therein and
elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the
terminating corporation and of the surviving corporation,
respectively, are hereby authorized, empowered and directed
to do any and all acts and things, and to make, execute,
deliver, file and/or record any and all instruments, papers
and documents which shall be or become necessary, proper or
convenient to carry out or put into effect any of the
provisions of this Plan of Merger or of the merger herein
provided for.