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
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.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To engage in the business of: publishing of all kinds; all phases of
entertainment and communications, including motion pictures, plays, radio,
television; the operation of hotels and resorts; and the operation of
establishments featuring food, beverage and entertainment.
To engage in any lawful act or activity, or engage in any business,
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do.
FOURTH: The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is Thirty Seven Million Five
Hundred Thousand (37,500,000) shares of Common Stock, consisting of Seven
Million Five Hundred Thousand (7,500,000) shares of Class A Common Stock of the
par value of One Cent ($.0l) per share and Thirty Million (30,000,000) shares of
Class B Common Stock of the par value of One Cent ($.0l) per share.
A. Terms of Common Stock
Except as otherwise required by law...