**Exhibit 3.1**

**CERTIFICATE OF INCORPORATION**

**OF**

**J.JILL, INC.**

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the“DGCL”), certifies as follows: 

**ARTICLE I**

**Name**

The name ofthe corporation is J.Jill, Inc. (the “Corporation”). 

**ARTICLE II**

**Address; Registered Office and Agent**

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,County of New Castle, State of Delaware 19808; and the name of its registered agent at such address is Corporation Service Company. 

**ARTICLE III**

**Purposes**

Thepurpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 

**ARTICLEIV**

**Capital Stock**

4.1    Authorized Stock. The total number of shares of all classes of stock that the Corporation shall haveauthority to issue is 300,000,000 shares, divided into (a) 250,000,000 shares of Common Stock, with the par value of $0.01 per share (the “Common Stock”), and (b) 50,000,000 shares of Preferred Stock, with the par value of$0.01 per share (the “Preferred Stock”). The authorized number of shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of theholders of a majority of the voting power of the stock of the Corporation entitled to vote, and no separate vote of such class or series of stock the authorized number of which is to be increased or decreased shall be necessary to effect suchchange. 

4.2    Board Issuance of Preferred Stock. The Board of Directors of the Corporation (the“Board”) is hereby authorized, by resolution or resolutions thereof, to 

provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series andthe designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the shares of such series. The powers, designations, preferences and relative, participating, optional or other rights of each series ofPreferred Stock, and the qualifications, limitations or restrictions thereof, may differ from those of any and all other series at any time outstanding. 

4.3    Voting. Except as may otherwise be provided in this Certificate of Incorporation or by applicable law, eachholder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Except as may otherwise be provided in this Certificateof Incorporation (including any certificate filed with the Office of the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock in accordance with Section 4.2 (such certificate, a “PreferredStock Designation”)) or by applicable law, no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof. 

4.4    Dividends. Subject to applicable law and the rights, if any, of the holders of any outstanding series ofPreferred Stock, dividends may be declared and paid on the Common Stock out of funds legally available therefor at such times and in such amounts as the Board in its discretion shall determine. 

4.5    Dissolution, Liquidation or Winding Up. Upon the dissolution, liquidation or winding up of the Corporation,subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of the Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably inproportion to the number of shares of Common Stock held by them. 

**ARTICLE V**

**Name and Mailing Address of Incorporator**

The name and mailing address of the incorporator are: David Biese, c/o J.Jill, Inc., 4 Batterymarch Park, Quincy, Massachusetts 02169. 

**ARTICLE VI**

**Board ofDirectors**

6.1    Number of Directors. (a) The business and affairs of the Corporation shall bemanaged by, or under the direction of, the Board. Except as otherwise provided for or fixed pursuant to the terms of any Preferred Stock Designation relating to the rights of the holders of any series of Preferred Stock to elect additionaldirectors, the total number of directors constituting the entire Board shall be not less than three nor more than twenty, with the then-authorized number of directors being fixed from time to time by the Board. 

 
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(b) During any period when the holders of any series of Preferred Stock have the right toelect additional directors pursuant to the terms of any Preferred Stock Designation, then upon the commencement, and for the duration, of the period during which such right continues: (i) the then total authorized number of directors of theCorporation shall automatically be increased by such specified number of additional directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors pursuant to the terms of such Preferred Stock Designation, and(ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occursearlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided in the Preferred Stock Designation establishing such series, whenever the holders of any series of Preferred Stock are divested fromtime to time of a previous right to elect one or more additional directors pursuant to the provisions of such stock, the terms of office of each such additional director elected by the holders of such stock, or elected to fill any vacanciesresulting from the death, resignation, disqualification or removal of such additional director, shall forthwith terminate and the total and authorized number of directors of the Corporation shall be reduced accordingly. 

6.2    Staggered Board. The Board (other than those directors elected by the holders of any series of PreferredStock pursuant to the terms of any Preferred Stock Designation (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III.Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Article VI, Section 2; Class II directors shall initially serve until the second annual meeting ofstockholders following the effectiveness of this Article VI, Section 2; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Article VI, Section 2.Commencing with the first annual meeting of stockholders following the effectiveness of this Article VI, Section 2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and untilthe election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall beapportioned as nearly equal as possible. The Board is authorized to assign members of the Board already in office to such classes at the time this Article VI, Section 2 becomes effective. 

6.3    Vacancies and Newly Created Directorships. Subject to the rights of the holders of any one or more series ofPreferred Stock then outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders Agreement (as defined below), newly created directorships resulting from any increase in the authorized number of directorsor any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely by 

 
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the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. Any director so chosen shall holdoffice until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. 

6.4    Removal of Directors. Except for Preferred Stock Directors and subject to obtaining any required stockholdervotes or consents under the Stockholders Agreement, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66 2/3% of the total voting power of the outstanding sharesof capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that prior to the Triggering Event (as defined below), any director may be removed withor without cause by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

6.5    Annual Meetings of Stockholders. A meeting of stockholders for the election of directors of theCorporation and such other business as may properly come before the meeting in accordance with the By-laws of the Corporation (the “By-laws”) shall beheld annually at such date and time as designated by the Board from time to time. 

**ARTICLE VII**

**Meetings of Stockholders**

7.1    Action by Written Consent. Prior to the Triggering Event, any action required or permitted to be taken bythe stockholders of the Corporation may be effected by the consent in writing of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a singleclass in lieu of a duly called annual or special meeting of stockholders. From and after the Triggering Event, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual orspecial meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. 

7.2    Special Meetings of Stockholders. Subject to any rights of the holders of any series of Preferred Stock, andto the requirements of applicable law, special meetings of stockholders of the Corporation may be called only (i) by or at the direction of the Board pursuant to a written resolution adopted by a majority of the total number of directors thatthe Corporation would have if there were no vacancies or (ii) by or at the direction of the Chairperson or the Vice Chairperson. In addition, prior to the Triggering Event, special meetings of stockholders of the Corporation may be called bythe Secretary of the Corporation at the request of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a singleclass. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. 

 
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7.3    Election of Directors by Written Ballot. Unless and except tothe extent that the By-laws shall so require, the election of the directors of the Corporation need not be by written ballot. 

**ARTICLE VIII**

**Limitation of Liability**

To the fullest extent permitted under the DGCL, as amended from time to time, no director of the Corporation shall be personally liable to theCorporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of a director of the Corporation hereunder in respect ofany act or omission occurring prior to the time of such amendment or repeal. 

**ARTICLE IX**

**Indemnification**

9.1    Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permittedby applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or,while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another entity or enterprise, including service with respect to employee benefit plans, against allliability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (except for judgments, fines and amounts paid in settlement in any action or suit by or in the right of the Corporation toprocure a judgment in its favor) actually and reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.3, the Corporation shall be required to indemnify a Covered Person inconnection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board. 

9.2    Prepayment of Expenses. To the extent not prohibited by applicable law, the Corporation shall pay theexpenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses inadvance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnifiedunder this Article IX or otherwise. 

 
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9.3    Claims. If a claim for indemnification or advancement ofexpenses under this Article IX is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, ifsuccessful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification oradvancement of expenses under applicable law. 

9.4    Nonexclusivity of Rights. The rights conferred onany Covered Person by this Article IX shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, theBy-laws, agreement, vote of stockholders or disinterested directors or otherwise. 

9.5    Other Sources. Subject to Section 9.6, the Corporation’s obligation, if any, to indemnify or toadvance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another entity or enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement ofexpenses from such other entity or enterprise. 

9.6    Indemnitor of First Resort. In all events, theCorporation hereby agrees that (i) its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person is primary, (ii) any obligation of the Principal Stockholder (including any Affiliate (as definedbelow) thereof other than the Corporation) to provide advancement or indemnification hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligationof any insurer of the Principal Stockholder to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable inconnection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and subsequent to the foregoing obligation of the Corporation and (iii) ifthe Principal Stockholder (or any Affiliate thereof, other than the Corporation) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with such Covered Person, then (x) the Principal Stockholder (or such Affiliate, as the case may be), as the case may be, shall be fully subrogated to all rights of such Covered Person withrespect to such payment and (y) the Corporation shall fully indemnify, reimburse and hold harmless the Principal Stockholder (or such other Affiliate), as the case may be, for all such payments actually made by the Principal Stockholder (orsuch other Affiliate). 

9.7    Amendment or Repeal. Any amendment or repeal of the foregoing provisions of thisArticle IX shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment or repeal. 

 
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9.8    Other Indemnification and Prepayment of Expenses. ThisArticle IX shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporateaction. 

**ARTICLE X**

**Business Combinations**

10.1    Section 203 of the DGCL. The Corporation will not be subject to the provisions ofSection 203 of the DGCL. 

10.2    Limitations on Business Combinations. Notwithstanding Section 10.1,the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s common stock is registered under Section 12(b) or 12(g) of the Exchange Act (as defined below), with anyinterested stockholder (as defined below) for a period of three years following the time that such stockholder became an interested stockholder, unless: 

(a)    prior to such time, the Board approved either the business combination or the transaction which resulted in thestockholder becoming an interested stockholder, or 

(b)    upon consummation of the transaction which resulted in thestockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining thevoting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers or (ii) employee stock plans in which employee participants do nothave the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or 

(c)    at or subsequent to such time, the business combination is approved by the Board and authorized at an annual orspecial meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder. 

10.3    Definitions. For purposes of this Article X: 

(a)    “affiliate” means a person that directly, or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, another person. 

 
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(b)    “associate,” when used to indicate a relationshipwith any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock;(ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative ofsuch spouse, who has the same residence as such person. 

(c)    “business combination,” whenused in reference to the Corporation and any interested stockholder, means: 

(i)    any merger or consolidation ofthe Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger orconsolidation is caused by the interested stockholder and as a result of such merger or consolidation Section 11.2 is not applicable to the surviving entity; 

(ii)    any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series oftransactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of any corporation or of any direct or indirect majority-owned subsidiary ofthe Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stockof the Corporation; 

(iii)    any transaction which results in the issuance or transfer by the Corporation or by anydirect or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for,exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of theGeneral Corporation Law; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary whichsecurity is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on thesame terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in theinterested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments); 

 
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(iv)    any transaction involving the Corporation or any direct or indirectmajority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporationor of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly orindirectly, by the interested stockholder; or 

(v)    any receipt by the interested stockholder of the benefit,directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)-(iv) above) provided by orthrough the Corporation or any direct or indirect majority-owned subsidiary. 

(d)    “control,”including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management andpolicies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entityshall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faithand not for the purpose of circumventing this Article X, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity. 

(e)    “interested stockholder” means any person (other than the Corporation or any direct or indirectmajority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of theoutstanding voting stock of the Corporation at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of suchperson; provided, however, that the term “interested stockholder” shall not include (a) the Principal Stockholder or Principal Stockholder Transferees or (b) any person whose ownership of shares in excess of the 15%limitation set forth herein is the result of any action taken solely by the Corporation; provided that such person specified in this clause (b) shall be an interested stockholder if thereafter such person acquires additional shares ofvoting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporationdeemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to anyagreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. 

 
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(f)    “owner,” including the terms “own”and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates: 

(i)    beneficially owns such stock, directly or indirectly; or 

(ii)    has (a) the right to acquire such stock (whether such right is exercisable immediately or only after thepassage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner ofstock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to anyagreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote suchstock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons; or 

(iii)    has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except votingpursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly orindirectly, such stock. 

(g)    “person” means any individual, corporation, partnership,unincorporated association or other entity. 

(h)     “stock” means, with respect to any corporation,capital stock and, with respect to any other entity, any equity interest. 

(i)    “Principal StockholderTransferee” means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “PrincipalStockholder Transferee.” 

(j)    “voting stock” means stock of any class or seriesentitled to vote generally in the election of directors. 

**ARTICLE XI**

**Corporate Opportunities**

11.1    Certain Acknowledgement. In recognition and anticipation that (i) certain directors, principals,officers, employees and/or other representatives of investment funds or vehicles affiliated with the Principal Stockholder and its Affiliates may serve as directors, officers or agents of the Corporation or any of its subsidiaries, (ii)

 
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the Principal Stockholder and its Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directlyor indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not officers or employees of the Corporation(“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which theCorporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to regulateand define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve the Principal Stockholder, certain of the Non-EmployeeDirectors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. 

11.2    Scope. The Corporation waives, to the maximum extent permitted by law, the application of the doctrine ofcorporate opportunity, or any other analogous doctrine, with respect to the Corporation, to the Principal Stockholder, any Non-Employee Directors or any of their respective Affiliates (each Person (as definedbelow) entitled to such waiver, an “Exempted Person”). To the maximum extent permitted by law, except to the extent otherwise provided in any agreement between an Exempted Person and the Corporation and/or any of its subsidiaries,no Exempted Person shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Corporation or any of its Affiliates or developing or marketing any products or services that compete,directly or indirectly, with those of the Corporation or any of its Affiliates today or in which the Corporation or any of its Affiliates proposes to engage or develop, (ii) investing or owning any interest publicly or privately in, ordeveloping a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or any of its Affiliates or (iii) doing business with any client orcustomer of the Corporation or any of its Affiliates (each of the activities referred to in clauses (i)-(iii) above, a “Specified Activity”). The Corporation renounces any interest or expectancy in, or in being offered anopportunity to participate in, any Specified Activity that may be presented to or become known to any Exempted Person. Notwithstanding anything to the contrary in this Article XI, no Exempted Person shall be liable to the Corporation or itsstockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Exempted Person engages in any of the Specified Activities. To the fullest extent permitted by law, the Corporation herebyrenounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Exempted Person and the Corporation or any of its Affiliates, except as providedin Section 11.3 hereof. Subject to Section 11.3, in the event that any Exempted Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and theCorporation or any of its Affiliates, such Exempted Person shall, except to the extent prohibited by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its

 
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Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as astockholder, director or officer of the Corporation solely by reason of the fact that such Exempted Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to anotherPerson. 

11.3    Allocation of Corporate Opportunities. Notwithstanding anything in Section 11.2 to thecontrary, the Corporation does not renounce its interest in any corporate opportunity offered to any director who serves as an officer or employee of the Corporation. 

11.4    Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoingprovisions of this Article XI, a corporate opportunity shall not belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, fromits nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy. 

11.5    Amendment of this Article. No amendment or repeal of this Article XI in accordance with the provisionsof Article XII shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities of which such Exempted Person becomes aware or otherwise relies on theprotection afforded to such Exempted Person prior to such amendment or repeal. This Article XI shall not limit any protections or defenses available to, or indemnification or advancement rights of, any Director or officer of the Corporationunder this Amended Certificate of Incorporation, the By-laws or applicable law. 

11.6    Notice of this Article. To the fullest extent permitted by law, any Person purchasing or otherwiseacquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article 11. 

**ARTICLE XII**

**Amendment**

12.1    Amendments. The Corporation reserves the right at any time, and from time to time, to amend or repeal anyprovision contained in this Certificate of Incorporation, and add other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by applicable law; and all rights, preferences andprivileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation (as amended) are granted subject to the rights reserved in this Article XII. 

 
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12.2    Vote Required to Amend Certificate of Incorporation.Notwithstanding any other provision of this Certificate of Incorporation or the By-laws and in addition to any other affirmative vote of the holders of any particular class or series of stock of theCorporation required by applicable law, this Certificate of Incorporation (including any Preferred Stock Designation) or the By-laws, the affirmative vote of the holders of at least 66 2/3% of the voting powerof the outstanding shares of capital stock of the Corporation, voting together as a single class, shall be required to amend, repeal or adopt any provisions of this Certificate of Incorporation; provided, however, that prior to theTriggering Event, this Certificate of Incorporation may be modified, amended or repealed upon the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the Corporation, voting togetheras a single class. 

**ARTICLE XIII**

**Adoption, Amendment or Repeal of By-Laws**

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt,amend and repeal By-laws, subject to the power of the stockholders of the Corporation to adopt, amend and repeal any By-laws whether adopted by them or otherwise.Notwithstanding any other provisions of this Certificate of Incorporation or the By-laws (and notwithstanding the fact that a lesser percentage otherwise might have been permitted by applicable law, thisCertificate of Incorporation or the By-laws), but in addition to any other affirmative vote of the holders of any particular class or series of stock of the Corporation required by applicable law or thisCertificate of**Incorporation (including any Preferred Stock Designation), the affirmative vote of the holders of at least 66-2/3% of the voting power of the outstanding shares of capital stock of theCorporation, voting together as a single class, shall be required for the stockholders to adopt new By-laws or to alter, amend or repeal the By-laws;provided,however, that prior to the Triggering Event, the By-Laws may be modified, amended or repealed upon the affirmative vote of the holders of a majority of the total voting power of the outstanding sharesof capital stock of the Corporation entitled to vote thereon, voting together as a single class. 

**ARTICLE XIV**

**Exclusive Forum**

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivativeaction or proceeding brought on behalf of the Corporation, (b) any action 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 theCorporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the By-laws, or (d) any action asserting a claimgoverned by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware. If the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, the

 
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sole and exclusive forum for such action or proceeding shall be another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the federal district courtfor the District of Delaware. To the fullest extent permitted by applicable law, any person who, or entity that, holds, purchases or otherwise acquires an interest in stock of the Corporation shall be deemed to have consented to the personaljurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court forthe District of Delaware) in any proceeding brought to enjoin any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article XIV. To the fullest extent permitted by applicable law, if anyaction the subject matter of which is within the scope of this Article XIV is filed in a court other than as specified above in the name of any stockholder, such stockholder shall be deemed to have consented to (a) the personaljurisdiction of the Court of Chancery of the State of Delaware, another court in the State of Delaware or the federal district court in the District of Delaware, as appropriate, in connection with any action brought in any such court to enforce thisArticle XIV and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the action as agent for such stockholder. 

**ARTICLE XV**

**Powersof Incorporators**

The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with theOffice of the Secretary of State of the State of Delaware. The name and mailing address of the persons who are to serve as the initial directors of the Corporation, or until his their successors are duly elected and qualified, are Paula Bennett,Michael Rahamim, Andrew Rolfe, Travis Nelson, Marka Hansen, Michael Recht and Michael Eck. The address of such persons is c/o J.Jill, Inc., 4 Batterymarch Park, Quincy, MA 02169. 

**ARTICLE XVI**

**Severability**

Ifany provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions inany other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegalor unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including,without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors,officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. 

 
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**ARTICLE XVII**

**Effectiveness**

This Certificate of Incorporation shall become effective in accordance with Section 103(d) of the DGCL on February 24, 2017 at 9:00 a.m.(Eastern time). 

**ARTICLE XVIII**

**Definitions**

Asused in this Certificate of Incorporation, unless the context otherwise requires or as set forth in another Article or Section of this Certificate of Incorporation, the term: 

(a)    “Affiliate” means, with respect to any Person, any other Person directly or indirectlycontrolling, controlled by, or under common control with such Person; provided, that neither the Corporation nor any of its subsidiaries will be deemed an Affiliate of any stockholder of the Corporation or any of such stockholders’Affiliates. 

(b)    “Board” is defined in Section 4.2. 

(c)    “By-laws” is defined in Section 6.5. 

(d)    “Chairperson” means the Chairman or Chairwoman of the Board. 

(e)    “Common Stock” is defined in Section 4.1. 

(f)    “control” (including the terms “controlling” and “controlled”),with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of such subject Person, whether through the ownership ofvoting securities, as trustee or executor, by contract or otherwise. 

(g)    “Corporation” is definedin Article I. 

(h)    “Covered Person” is defined in Section 9.1. 

(i)    “DGCL” is defined in the recitals. 

(j)    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor law orstatute, in each case together with the rules and regulations promulgated thereunder. 

 
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(k)    “Exempted Person” is defined in Section 11.2.

(l)    “Non-Employee Directors” is defined inSection 11.1. 

(m)    “Person” means any individual, partnership, firm, corporation, limitedliability company, association, trust, unincorporated organization or other entity. 

(n)    “PreferredStock” is defined in Section 4.1. 

(o)    “Preferred Stock Designation” is defined inSection 4.3. 

(p)    “Preferred Stock Directors” is defined in Section 6.2. 

(q)    “Principal Stockholder” means, collectively, the investment funds managed, sponsored, controlledor advised, directly or indirectly, by TowerBrook Capital Partners L.P. or one of its Affiliates and their respective successors and Affiliates. 

(r)    “Proceeding” is defined in Section 9.1. 

(s)    “Specified Activity” is defined in Section 11.2. 

(t)    “Stockholders Agreement” means the Stockholders Agreement, dated as of the closing of the initialpublic offering of our Common Stock, by and between the Corporation and TI IV JJill Holdings, LP, as the same may be amended, restated, supplemented and/or otherwise modified, from time to time. 

(u)    “Triggering Event” means the first date on which the Principal Stockholder ceases to beneficiallyown (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) shares representing at least fifty percent (50%) of the issued and outstanding sharesof Common Stock. 

(v)    “Vice Chairperson” means the Vice Chairman or Vice Chairwoman of the Board.

WITNESS the signature of this Certificate of Incorporation this 24th day of February2017. 

 

/s/ David Biese

Incorporator

Name: David Biese

 
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