RESTATED CERTIFICATE OF INCORPORATION
IDT CORPORATION, a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary
of State of Delaware on December 22, 1995, HEREBY CERTIFIES that this Restated Certificate of Incorporation, restating,
integrating and amending its Certificate of Incorporation and reclassifying its capital stock as described in Article FOURTH
below, was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
FIRST: The name of the Corporation is IDT Corporation (the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the
City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust
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 of the State of Delaware (the “GCL”).
FOURTH: The aggregate number of shares of all classes of capital stock which the Corporation shall have the
authority to issue is one hundred and forty-five million (145,000,000) shares, consisting of (a) 100,000,000 shares of
common stock, par value $.01 per share (“Common Stock”), (b) 35,000,000 shares of Class A Common Stock, par value $.01
per share (the “Class A Stock”, and collectively, such Common Stock and Class A Stock are referred to herein as the
“Common Shares”), and (c) 10,000,000 shares of preferred stock, par value $.01 per share (“Preferred Stock”).
1. Preferred Stock
The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued and
undesignated shares of Preferred Stock, for one or more series of Preferred Stock. Before any shares of any such series are
issued, the Board of Directors shall fix, and hereby is expressly empowere