CERTIFICATE OF INCORPORATION

OF
LIL BABY, INC.

ARTICLE I

The name of the corporation is Lil Baby, Inc. (the "Corporation").

ARTICLE II

The address of the Corporation's registered office in the state of Delaware is 131 Continental Dr, Suite 305, in
the city of Newark, zip code 19713, and county of New Castle. The name of its registered agent at such address is
Legalinc Corporate Services, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.

ARTICLE IV

The aggregate number of shares which the Corporation shall have authority to issue is 1000 shares of capital
stock all of which shall be designated "Common Stock" and have a par value of $0.1 per share.

ARTICLE V

The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors. Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the
Corporation. In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the
Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation.

ARTICLE VI

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter
be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be
made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact
that such person, such person's testator or intestate is or was a director or officer of the Corporation or any
predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the
Corporation or any predecessor to the Corporation.

Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation's
Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in
respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would
accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE VII

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding asserting a claim
on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by
any current or former director, officer, employee or agent of the Corporation to the Corporation or the Corporation's
stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision
of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws, (D) any action
or proceeding asserting a claim as to which the Delaware General Corporation Law confers jurisdiction upon the
Court of Chancery of the State of Delaware, or (E) any action or proceeding asserting a claim governed by the
internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the
indispensable parties named as defendants therein.

ARTICLE VIII

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation. The name
and mailing address of the person who is to serve as the initial director of the Corporation until the first annual
meeting of stockholders of the Corporation, or until such director's successor is elected and qualified, are:

Thomas Mazerah
Mombasa 75 E main street
Glen Lyon PA 18617
United States

ARTICLE IX

The name and mailing address of the incorporator is as follows:

Thomas Mazerah
Mombasa 75 E main street
Glen Lyon PA 18617
United States

Executed on

Thomas Mazerah, Incorporator