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Constitutive Act

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Constitutive Act
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIRTUAL ZONE, INC. The undersigned, being the Executive Vice President, Law and Administration, and General Counsel and the Secretary of NEW PLAYBOY, INC. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, do hereby certify as follows: 1. The name of the Corporation is NEW PLAYBOY, INC. The date of filing its original Certificate of Incorporation with the Secretary of State was April 30, 1998. 2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation as heretofore amended or supplemented. 3. The text of the Amended and Restated Certificate of Incorporation, as amended or supplemented heretofore, is hereby restated to read as herein set forth in full: FIRST: The name of the corporation is NEW PLAYBOY, INC. SECOND: Its principal office in the State of Delaware is located at 1013 Centre Road, Wilmington. The name and address of its resident agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. In the County of New Castle.
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