AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(including the amendments set forth in the Certificate of Amendment filed with the Secretary of State of
the State of Delaware (referred to herein as the “Certificate of Amendment”) on June 27, 2008)
I the undersigned, for the purpose of incorporating and organizing a corporation under the General
Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby
certify as follows:
The name of this corporation shall be: ZANETT, INC. (the "Corporation").
The address of the registered office of the Corporation in the State of Delaware is 15 East North Street,
in the City of Dover, County of Kent. The name of the Corporation's registered agent at that address is
Incorporating Services, Ltd.
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 as set forth in Title 8 of the Delaware
Code (the "DGCL").
The total number of shares of all classes of capital stock that the Corporation shall have the authority to
issue is 50,000,000 shares of common stock with a par value of $0.001 per share and 10,000,000 shares of
Preferred Stock with a par value of $0.001 per share.
Immediately upon the filing of this Certificate of Amendment, four (4) shares of common stock issued and
outstanding at such time shall be combined into one (1) share of common stock (the “Reverse Stock Split”). No
fractional share shall be issued upon the Reverse Stock Split. All shares of common stock (including fractions
thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining
whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned
aggregation, the Reverse Stock Split would result