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CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NET2PHONE, INC.
NET2PHONE, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (hereinafter the
"Corporation"), DOES HEREBY CERTIFY THAT:
1. The Corporation's Certificate of Incorporation was initially filed
with the Secretary of State of the State of Delaware on October 10, 1997 and
was amended and restated on May 14, 1999.
2. At a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth proposed amendments to the
Amended and Restated Certificate of Incorporation, declaring said amendments
to be advisable and calling a meeting of the stockholders of the Corporation
for consideration thereof. The resolutions setting forth the proposed
amendments are attached hereto as Exhibit A and incorporated herein by
reference.
3. Thereafter, pursuant to a resolution of the Board of Directors, a
special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which meeting the necessary number of
shares as required by statute were voted in favor of the amendments.
4. Said amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Net2Phone, Inc. has caused this Certificate of
Amendment to be signed and attested by its duly authorized officer, this 7th
day of July, 2000.
NET2PHONE, INC.
By: /s/ Glenn Williams
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Name: Glenn Williams
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Title: General Counsel and Corporate Secretary
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EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF NET2PHONE, INC.
1. RESOLVED, that the first sentence of the Preamble of ARTICLE FOURTH
to the Corporation's Amended and Restated Certificate of Incorporation be
amended and restated to read as follows:
"ARTICLE FOURTH: The aggregate number of shares of all classes of
capital stock which the Corporation shall have the authority to issue
is 247,924,250 shares, consisting of (a) 200,000,000 shares of common
stock, par value $0.01 per share ("Common Stock"), (b) 37,924,250
shares of Class A common stock, par value $0.01 per share (the "Class A
Stock" and, together with the Common Stock, the "Common Shares"), and
(c) 10,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock")."
2. RESOLVED, that the first sentence of ARTICLE FOURTH, Paragraph
1(h)(1) to the Corporation's Amended and Restated Certificate of Incorporation
be amended and restated as follows:
"Following issuance of the Series A Preferred and for so long as shares
of Series A Preferred remain outstanding, the holders of the Series A
Preferred, voting as a separate class, shall be entitled to elect 2
directors (the "Series A Directors")."
3. RESOLVED, that the first sentence of ARTICLE FIFTH to the
Corporation's Amended and Restated Certificate of Incorporation be amended and
restated as follows:
"The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than
five (5) and not more than thirteen (13) directors, the exact number of
which shall be fixed from time to time by the Board of Directors."
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