CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
dELiA*s, Inc.
dELiA*s, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is dELiA*s, Inc. |
| 2. | Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation (hereinafter called the “Certificate of Incorporation”) is hereby amended by deleting section A thereof and by inserting the following new section A in its place: |
“D. Total Shares Authorized. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Twenty-Five Million (225,000,000), consisting of (i) 200,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and (ii) 25,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”).”
| 3. | This amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Sections 242 of the Delaware General Corporation Law. |
IN WITNESS WHEREOF, dELiA*s, Inc. has caused this certificate to be signed this 17th day of June 2014.
| dELiA*s, Inc. | ||
| By: | /s/ Ryan A. Schreiber | |
| Name: Ryan A. Schreiber Title: Senior Vice President, General Counsel & Secretary | ||