AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Pursuant to Sections 242 and 245 of the Delaware General Corporation Law
deltathree, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of
the State of Delaware (the "GCL"), does hereby certify as follows:
(1) The name of the Corporation is deltathree, Inc. The Corporation was previously incorporated under the name
deltathree.com, Inc. and was originally incorporated under the name RSL Acquisition Corp. The original
certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of
Delaware on January 27, 1998. Such certificate of incorporation was amended on May 17, 1999. The certificate
of incorporation was amended and restated on September 24, 1999 and such Amended and Restated Certificate
of Incorporation was then further amended on November 19, 1999 and then again on December 11, 2000.
(2) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the
Corporation (the "Board of Directors") and by the stockholders of the Corporation in accordance with Sections
228, 242 and 245 of the GCL.
(3) This Amended and Restated Certificate of Incorporation restates and integrates and further amends the
certificate of incorporation of the Corporation, as heretofore amended, restated or supplemented.
(4) The text of the Certificate of Incorporation is amended and restated in its entirety as follows:
FIRST: The name of the Corporation is deltathree, Inc. (the "Corporation").
SECOND: The address of the registered office of the Corporation is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered
agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law