CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
(pursuant to Section 242 of the Delaware General Corporation Law)
deltathree, Inc., a Delaware corporation, hereby certifies as follows:
1. The name of the corporation is deltathree, Inc. (hereinafter the “Corporation”).
2. The Corporation's Certificate of Incorporation was initially filed with 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 further amended on November 19, 1999, and on December 11,
2000. The Amended and Restated Certificate of Incorporation was amended and restated on July 2, 2002.
3. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended
by deleting Article Fourth thereof and replacing it with the following:
“ FOURTH : (a) Authorized Capital Stock . The total number of shares of stock which
the Corporation shall have authority t o issue is 225,000,000 shares of capital stock, consisting of
(i) 200,000,000 shares of common stock, par value $0.001 per share (the "Common Stock")
and (ii) 25,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred
Stock"). Effect ive upon the filing of this Amendment to the Amended and Restated Certificate
of Incorporation, without any further action on the part of the Company or its stockholders, (i)
each share of t he Company ’ s Class A common s tock, par value $ 0 .001 per share (the “
Class A Common Stock” ) outstanding immediately prior thereto shall be redesignated as one
share of Common Stock (and outstanding certificates that had theretofore represented shares of
Class A Common Stock shall thereupon represent the number of shares of Common Stock they