Certificate of Merger of Incumaker, Inc. and SkyAuction.com, Inc. dated November 13, 2018

Contract Categories: Mergers & Acquisitions - Merger Agreements
EX-2.4 5 tv528080_ex2-4.htm EXHIBIT 2.4

 

Exhibit 2.4

page 1 of 2

 

CERTIFICATE OF MERGER

 

MERGING

 

SA.COM Acquisition Corp.

A DELAWARE CORPORATION

 

WITH AND INTO

 

SkyAuction.com, INC.

A DELAWARE CORPORATION

 

 

 

Pursuant to Section 251 of the General Corporation Law of the State of Delaware

 

 

 

SkyAuction.com, 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 November 12, 2018 (the “Merger Agreement”), by and between the Company and SA.com Acquisition Corp., a Delaware corporation (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 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 SkyAuction.com, 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:

 

SkyAuction.com, Inc.

241 North Avenue West

Westfield, New Jersey 07090

 

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 2.4

page 2 of 2

 

IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be executed in its corporate name as of the 13th day of November, 2018.

 

  SKYAUCTION.COM, INC.
       
  By: /s/ Michael Hering
    Name: Michael Hering
    Title: President