CERTIFICATE OF INCORPORATION
WILHELMINA INTERNATIONAL, INC.
Pursuant to Section 245 of the
General Corporation Law of the State of Delaware
WILHELMINA INTERNATIONAL, INC., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:
ARTICLE I .
The name of the corporation (the “corporation”) is WILHELMINA INTERNATIONAL, INC.
ARTICLE II .
ADDRESS OF REGISTERED OFFICE, NAME OF REGISTERED AGENT
The address, including street, number, city and county, of the registered office of the corporation in the
State of Delaware is 160 Greentree Dr. Suite 101, City of Dover 19904, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is National Registered Agents, Inc.
1. The name of the Corporation is “Wilhelmina International, Inc.”
2. The Corporation was originally incorporated under the name “Billing Information Concepts, Inc.”
3. The date of the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State
of the State of Delaware was April 26, 1996.
4. This Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the
Corporation in accordance with Section 245 of the General Corporation Law of the State of
Delaware. This Restated Certificate of Incorporation only restates and integrates and does not further
amend the provisions of the Corporation’s certificate of incorporation as theretofore amended or
supplemented, and there is no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
5. The text of the Corporation’s Certificate of Incorporation is hereby restated to read as herein set forth in