State of Delaware
Secretary of State
Division of Corporations
Delivered 12:26 PM 06/29/2005
FILED 12: 05 PM 06/29/2005
SRV 050541901 - 0864972 FILE
CERTIFICATE OF OWNERSHIP AND MERGER
ICONIX BRAND GROUP, INC.
Adopted in accordance with the provisions of
Section 253 of the Delaware General Corporation Law
CANDIE’S, INC., a Delaware corporation, desiring to merge with ICONIX BRAND GROUP, INC., a Delaware corporation, pursuant to the provisions of Section 253 of the Delaware General Corporation Law, hereby certifies as follows:
1. Candie’s, Inc. is a corporation formed under the laws of the State of Delaware (the “Corporation”).
2. The Corporation is the owner of all of the outstanding shares of each class of stock of Iconix Brand Group, Inc., a corporation formed under the laws of the State of Delaware.
3. On June 28, 2005, the Board of Directors of the Corporation adopted the following resolutions to merge Iconix Brand Group, Inc. into the Corporation:
“WHEREAS, the Corporation owns 100% of the issued and outstanding common stock of the Iconix Brand Group, Inc. (“Subsidiary”); and
WHEREAS, it is in the best interests of the Corporation to merge the Subsidiary with and into the Corporation in order that all the estate, property, rights, privileges and franchises of the Subsidiary shall vest in and be possessed by the Corporation;
NOW, THEREFORE, be it:
RESOLVED, that the Board of Directors of the Corporation hereby approves and adopts the following plan to merge the Subsidiary into the Corporation:
1. The name of the corporation proposing to merge is Iconix Brand Group, Inc. (the “Subsidiary”) and the name of the surviving corporation is Candie’s, Inc. (the “Corporation”)
2. The Subsidiary shall merge into the Corporation and upon the effective date of such merger the Subsidiary shall cease to exist and shall no longer exercise its powers, privileges and franchises subject to the laws of the State of Delaware. The Corporation shall succeed to the property and assets of and exercise all the powers, privileges and franchises of the Subsidiary and shall assume and be liable for all of the debts and liabilities, if any, of the Subsidiary.