Exhibit 2.3
page 1 of 2
CERTIFICATE OF MERGER
MERGING
UBID HOLDINGS, INC.
A DELAWARE CORPORATION
WITH AND INTO
INCUMAKER, INC.
A DELAWARE CORPORATION
____________________________________
Pursuant to Section 252 of the General Corporation Law of the State of Delaware
____________________________________
Incumaker, Inc., a Delaware corporation (the “Company”), does hereby certify as follows:
FIRST: The Company is a Delaware corporation duly organized and existing under the laws of the State of Delaware.
SECOND: An Agreement and Plan of Merger dated October 23, 2018 (the “Merger Agreement”), by and between the Company and uBID Holdings, Inc., a Delaware corporation (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 252 of the Delaware General Corporation Law.
THIRD: The Company is the surviving corporation in the Merger (the “Surviving Corporation”) and the name of the Surviving Corporation shall be Incumaker, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the Surviving Corporation.
FIFTH: An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:
Incumaker, Inc.
327 Dahlonega Road
Suite 1701B
Cumming, GA 30040
SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either constituent corporation.
SEVENTH: The Merger shall become effective upon filing of this Certificate of Merger with the Secretary of State of Delaware.
Exhibit 2.3
page 2 of 2
IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be executed in its corporate name as of the 5th day of November, 2018.
| INCUMAKER, INC. | ||
| By: | /s/ Ketan Thakker | |
| Name: Ketan Thakker | ||
| Title: President and CEO | ||