CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

FUNCTION(X) INC.

Under Section 242 of the Delaware General Corporation Law

It is hereby certified that:

1. The name of the corporation is Function(x) Inc. (the “Corporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended by deleting Article I thereof in its entirety and replacing it in its entirety with the following:

“The name of the corporation is RACX Inc. (the “Corporation”).”

3.The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate was duly authorized by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate and affirmed that the statements made herein are true under penalties of perjury this 17^th day of May, 2016.

FUNCTION(X) INC.

By:    

Name:    Mitchell J. Nelson            

Title:    Executive Vice President/Secretary