Articles of Merger Between Sportsoft Golf, Inc. and Golf Society of the U.S., Inc.

Summary

Sportsoft Golf, Inc., a Delaware corporation, is merging with and into Golf Society of the U.S., Inc., a Florida corporation. After the merger, Golf Society of the U.S., Inc. will be the surviving company and will continue to operate under its existing articles of incorporation. The agreement has been approved by both companies, and shareholders can request a copy of the merger agreement. The surviving company will accept legal process in Delaware for any obligations related to the merger.

EX-2.2 3 g67520ex2-2.txt ARTICLES OF MERGER/DELAWARE 1 EXHIBIT 2.2 ARTICLES OF MERGER OF SPORTSOFT GOLF, INC. (A DELAWARE CORPORATION) WITH AND INTO GOLF SOCIETY OF THE U.S., INC. (A FLORIDA CORPORATION) Pursuant to the General Corporate Law of the State of Delaware the undersigned corporation DOES HEREBY CERTIFY: FIRST: That SPORTSOFT GOLF, INC., a Delaware corporation shall be merged with and into GOLF SOCIETY OF THE U.S., INC., a Florida corporation. SPORTSOFT GOLF, INC. and GOLF SOCIETY OF THE U.S., INC. are sometimes hereinafter collectively referred to as the "Constituent Corporations." SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is GOLF SOCIETY OF THE U.S., INC., a Florida corporation. FOURTH: That the Articles of Incorporation of GOLF SOCIETY OF THE U.S., INC., a Florida corporation, which is the surviving corporation, shall continue in full force and effect as the Articles of Incorporation of the surviving corporation. FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 1291 S.W. 29th Avenue, Pompano Beach, FL 33069. SIXTH: That a copy of the Agreement of Merger will be furnished, on request and without cost, to any stockholder of any Constituent Corporation. SEVENTH: That GOLF SOCIETY OF THE U.S., INC. survives the merger and may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any constituent Delaware corporation as well as for enforcement of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of Delaware, and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is 1291 S.W. 29th Avenue, Pompano Beach, FL 33069, until the surviving corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. 2 Signed this 27th day of February, 2001. SPORTSOFT GOLF, INC. a Delaware corporation By: /s/ Alfred R. Paliani ---------------------------------- Alfred R. Paliani, President GOLF SOCIETY OF THE U.S., INC., a Florida corporation By: /s/ Randy S. Selman ---------------------------------- Randy S. Selman, President 2