The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL
DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A
MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “ARBINET CORPORATION”
AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
RESTATED CERTIFICATE, FILED THE TWENTY-FIRST DAY OF DECEMBER,
A.D. 2004, AT 7:30 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “ARBINET-
THEXCHANGE , INC.” TO “ARBINET CORPORATION”, FILED THE SIXTEENTH DAY OF
JUNE, A.D. 2009, AT 12:30 O’CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE ELEVENTH DAY OF JUNE, A.D. 2010,
AT 1:21 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF AMENDMENT IS THE ELEVENTH DAY OF JUNE,
A.D. 2010, AT 5 O’CLOCK P.M.
State of Delaware
Secretary of State
Division of Corporations
Delivered 07:21 AM 12/21/2004
FILED 07:30 AM 12/21/2004
SRV 040924955 – 2683421 FILE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Arbinet-thexchange, Inc., a corporation organized and existing under the laws of the State of Delaware
(hereinafter referred to as the “Corporation”), hereby certifies as follows:
The name of the Corporation is Arbinet-thexchange, Inc. The Corporation filed its original certificate of
incorporation with the Secretary of State of the State of Delaware on November 14, 1996. The
Corporation was originally incorporated under the name SmartGroup Holdings, Inc.
This Amended and Restated Certificate of Incorporation amends the Corporation’s Amended and
Restated Certificate of Incorporation, to, among other things: (i) eliminate all references to Series A-1
Preferred Stock, Series B Cumulative Redeemable Senior Preferred Stock, Series B-1 Cumulative
Redeemable Senior Preferred Stock, Se