Exhibit 2.1

Delaware	Page 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GAB AI INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF DECEMBER, A.D. 2017, AT 7:09 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of state
6146578 8100		Authentication:  203688160
SR# 20177346905		Date: 12-05-17

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CERTIFICATE

OF INCORPORATION

for

GAB AI INC.,

a Delaware corporation

The undersigned, Andrew Torba, hereby certifies as follows:

1.       He is the duly elected, qualified and acting President of GAB AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”).

2.       Article IV of the Amended and Restated Certificate of Incorporation is hereby amended to read as follows;

“The total number of shares of stock which the Corporation shall have authority to issue is Twenty Million (20,000,000) shares of common stock, consisting of: (i) Twelve Million (12,000,000) shares of voting common stock, par value $0.0001 per share, designated as “Class A Common Stock”, and (ii) Eight Million (8,000,000) shares of non-voting common stock, par value $0.0001 per share, designated as “GAB Tokens”. Except as may be provided in this Certificate of Incorporation or required by law, the Class A Common Stock shall have voting rights in the election of directors and on all other matters presented to the stockholders, with each holder of Class A Common Stock being entitled to one vote for each share of Class A Common Stock held of record by such holder on such matters. Except as required by law, the GAB Tokens shall have no voting rights.”

3.       The amendment set forth herein shall become effective immediately upon the filing of this Certificate of Amendment.

4.       The amendment set forth herein has been duly approved and adopted by the Board of Directors of this Corporation.

5.       The necessary number of issued and outstanding shares of capital stock of the Corporation required by statute was voted in favor of the amendment.

6.       Such amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, GAB AI Inc., has caused this certificate to be signed by Andrew Torba, its President, this 16th day of November 2017.

By:	/s/ Andrew Torba
	Andrew Torba, President

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:09 PM 12/01/2017

FILED 07:09 PM 12/01/2017

SR 20177346905 - File Number 6146578