2009 STOCK INCENTIVE PLAN

DELTATHREE, INC.

2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD

This RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), dated as of _________________ (the “ Grant Date ”), is delivered by deltathree, Inc. (the “ Company ”) to _______________ (the “ Participant ”).  Capitalized terms used herein and not otherwise defined herein have the meaning given to them in the Plan (as defined below).

WHEREAS, the Company maintains the deltathree, Inc. 2009 Stock Incentive Plan (the “ Plan ”) for the benefit of its and its Affiliates’ employees, directors, and consultants;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1.            Grant of Restricted Stock .  Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant an aggregate of ___________ shares of Stock (the “Shares”).  All Shares issued hereunder will be deemed issued to the Participant as fully paid and nonassessable shares.  The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Participant hereunder.

2.            Vesting of Shares .   Subject to the provisions of this Agreement and the Participant’s continuous Service to the Company or its Affiliates, the Shares shall vest in accordance with the following schedule:

For purposes of this Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Company pursuant to Section 3 below.  Shares that have not vested are deemed “Restricted Shares.”  If the Participant would become vested in a fraction of a Share, such Share shall not vest until the Participant becomes vested in the entire Share.

3.            Termination of Service; Forfeiture of Shares .  Vesting shall cease upon the date of termination of the Participant’s Service for any reason, including death or Disability.  Any unvested Restricted Shares held by the Participant at the time of such termination of Service shall immediately be forfeited and deemed reconveyed to the Company, and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Participant.

4.            Escrow of Stock; Rights as Stockholder .

(a)          At the sole discretion of the Committee, and subject to the terms of this Section 4, the Shares may be issued in either (i) certificated form, or (ii) uncertificated form, with the Shares recorded in the name of the Participant in the books and records of the Company’s transfer agent with appropriate notations to the extent that the Shares remain subject to the restrictions set forth in this Agreement.

(b)          For purposes of facilitating the enforcement of the provisions of this Agreement, the Participant agrees, immediately upon receipt of any certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an assignment separate from certificate, executed in blank by the Participant and the Participant’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Restricted Shares have not vested pursuant to the vesting schedule set forth in Section 2, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof.

(c)          The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable.  The Participant agrees that if the Restricted Shares are held electronically in a book entry system maintained by the Company’s transfer agent or other third party, the terms and conditions of this Section 4 applicable to certificated Restricted Shares will apply with the same force and effect to such electronic method for holding the Restricted Shares.  The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto.  The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.  Upon the vesting of all Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Participant the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in the Plan or this Agreement.

(d)          Certificates representing Shares issued pursuant to this Agreement shall, until all restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed and new certificates are issued, bear the following legend (or such other similar or additional legends as shall be determined by the Committee):

(e)          Except as otherwise provided herein and subject to the restrictions contained herein, the Participant shall have all the rights of a stockholder with respect to the Shares, including the right to vote the Shares and the right to receive any cash or stock dividends paid to or made with respect to the Shares.

5.            Change of Control or Other Transaction .  In the event of a Transaction (as defined in the Plan), there will not be any acceleration of vesting or release of restrictions with respect to the Restricted Shares unless otherwise determined by the Committee.  The provisions of the Plan applicable to a Transaction or a Change of Control (each as defined in the Plan) shall apply to the Shares, and, in the event of a Transaction or Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

6.            Taxes .

(a)          The Company will withhold a portion of the Shares that have an aggregate market value sufficient to pay the minimum federal