Certificate of Merger Between uBID Holdings, Inc. and Incumaker, Inc.
This document certifies the merger of uBID Holdings, Inc. into Incumaker, Inc., both Delaware corporations. Incumaker, Inc. will be the surviving entity and will retain its name and certificate of incorporation. The merger was approved by both companies and becomes effective upon filing with the Delaware Secretary of State. A copy of the merger agreement is available to shareholders upon request at no cost.
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 | ||
