Certificate of Merger of Incumaker, Inc. and uBid Holdings, Inc. dated November 5, 2018

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 5^th day of November, 2018.