**Exhibit 3.1**

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**AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFUNITED ONLINE, INC.**

**ARTICLE 1**

    Thename of the Corporation is United Online, Inc. (the “Corporation”).

    Nochange to the name of the Corporation may be made (by amendment, merger or otherwise)to contain the words “NetZero” or “Zero” or the letter “Z.”

**ARTICLE 2**

    Theaddress of the registered office of the Corporation in the County of Kent inthe State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901. Thename of its registered agent at that address is National RegisteredAgents, Inc.

**ARTICLE 3**

    Thepurpose of the Corporation is to engage in any lawful act or activity for whicha corporation may be organized under the General Corporation Law of the Stateof Delaware as set forth in Title 8 of the Delaware Code (as amended from timeto time, the “DGCL”).

**ARTICLE 4**

    Thetotal number of shares of capital stock which the Corporation shall haveauthority to issue is 305,000,000 shares, divided into the following classes:

    300,000,000shares of Common Stock having a par value of $0.0001 per share (the “CommonStock”);

    5,000,000shares of Preferred Stock, having a par value of $0.0001 per share (the “PreferredStock”).

    Theboard of directors of the Corporation (the “Board of Directors”) is expresslyauthorized to provide for the issuance of all or any shares of the PreferredStock in one or more classes or series, and to fix each such class or seriessuch voting powers, full or limited, or no voting powers, and suchdesignations, preferences and relative, participating, optional or otherspecial rights and such qualifications, limitations or restrictions thereof, asshall be stated and expressed in the resolution or resolutions adopted by theBoard of Directors providing for the issuance of such series and as may bepermitted by the DGCL, including, without limitation, the authority to providethat any such class or series may be (i) subject to redemption at any timeor times and at such price or prices; (ii) entitled to receive dividends(which may be cumulative or non-cumulative) at such rates, on such conditions,and at such times, and payable in preference to, or in such relation to, thedividends payable on any other class or classes or any other series; (iii) entitledto such rights upon the dissolution of, or upon any distribution of the assetsof, the Corporation; (vi) entitled to vote separately or together with anyother series or class of stock of the Corporation; or (v) convertible into,or exchangeable for, shares of any other class or classes of stock, or of anyother series of the same or any other class or classes of stock, of theCorporation at such price or prices or at such rates of exchange and with suchadjustments; all as may be stated in such resolution or resolutions.

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**ARTICLE 5**

    Thefollowing provisions are inserted for the management of the business and theconduct of the affairs of the Corporation, and for further definition,limitation and regulation of the powers of the Corporation and of its directorsand stockholders:

    a.  Thebusiness and affairs of the Corporation shall be managed by or under thedirection of the Board of Directors.

    b.  Thedirectors shall have concurrent power with the stockholders to make, alter,amend, change, add to or repeal the bylaws of the Corporation as in effect fromtime to time (the “Bylaws”). In addition, the affirmative vote of the holdersof sixty-six and two-thirds percent of the outstanding shares of voting stockof the Corporation then entitled to vote on the election of directors shall berequired for an alteration, amendment, change, addition or repeal of the Bylawsby the stockholders of the Corporation.

    c.  Thenumber of directors of the Corporation shall be as from time to time fixed byresolution of the Board of Directors. Election of directors need not be bywritten ballot unless the Bylaws so provide. Advance notice of stockholdernominations for the election of directors and of any other business to bebrought before any meeting of the stockholders shall be given in the mannerprovided in the Bylaws.

    d.  Ateach annual meeting of stockholders, directors of the Corporation shall beelected to hold office until the expiration of the term for which they areelected, or until their successors have been duly elected and qualified; exceptthat if any such election shall not be so held, such election shall take placeat a stockholders’ meeting called and held in accordance with the DGCL.

    e.  Thedirectors of the Corporation shall be divided into three classes as nearlyequal in size as is practicable, hereby designated Class I, andClass II and Class III. For the purposes hereof, the initialClass I, Class II and Class III directors shall be those directorsso designated by a resolution of the Board of Directors. At the first annualmeeting of stockholders following the closing of the transactions set forth inthe Agreement and Plan of Merger, dated as of June 7, 2001 (the “MergerAgreement”), by and among NetZero, Inc., a Delaware corporation, JunoOnline Services, Inc., a Delaware corporation, the Corporation, NZAcquisition Corp., a Delaware corporation and a direct wholly owned subsidiaryof the Corporation, and JO Acquisition Corp., a Delaware corporation and adirect wholly owned subsidiary of the Corporation, the term of office of theClass I directors shall expire and Class I directors shall be electedfor a full term of three years. At the second annual meeting of stockholdersfollowing the closing of the transactions set forth in the Merger Agreement,the term of office of the Class II directors shall expire andClass II directors shall be elected for a full term of three years. At thethird annual meeting of stockholders following the closing of the transactionsset forth in the Merger Agreement, the term of office of the Class IIIdirectors shall expire and Class III directors shall be elected for a fullterm of three years. At each succeeding annual meeting of stockholders,directors shall be elected for a full term of three years to succeed thedirectors of the class whose terms expire at such annual meeting. If the numberof directors is hereafter changed, each director then serving as such shallnevertheless continue as a director of the class of which she or he is a memberuntil the expiration of his current term and any newly created directorships ordecrease in directorships shall be so apportioned among the classes as to makeall classes as nearly equal in number as is practicable.

    f.   Vacanciesoccurring of the Board of Directors for any reason may be filled by vote of amajority of the remaining members of the Board of Directors, even if less thana quorum, at any meeting of the Board of Directors. A person so elected by theBoard of Directors to fill a vacancy shall hold office for the remainder of thefull term of the director for which the vacancy was created or occurred anduntil such director’s successor shall have been duly elected and qualified. Adirector may be removed from office by the affirmative vote of the holders ofsixty-six and two-thirds percent of the

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outstandingshares of voting stock of the Corporation entitled to vote on the election ofdirectors; *provided* that suchremoval may be made only for cause.

    g.  Nodirector shall be personally liable to the Corporation or any of itsstockholders for monetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach of the director’s duty of loyaltyto the Corporation or its stockholders, (ii) for acts or omissions not ingood faith or which involve intentional misconduct or a knowing violation oflaw, (iii) pursuant to Section 174 of the DGCL or (iv) for anytransaction from which the director derived an improper personal benefit. Anyrepeal or modification of this Article 5 by the stockholders of theCorporation shall not adversely affect any right or protection of a director ofthe Corporation existing at the time of such repeal or modification withrespect to acts or omissions occurring prior to such repeal or modification.

    h.  Inaddition to the powers and authority hereinbefore or by statute expresslyconferred upon them, the directors are hereby empowered to exercise all suchpowers and do all such acts and things as may be exercised or done by theCorporation, subject, nevertheless, to the provisions of the DGCL, thecertificate of incorporation of the Corporation as amended from time to time(the “Certificate of Incorporation”), and any Bylaws, adopted by thestockholders of the Corporation; *provided,however,* that no Bylaws hereafter adopted by the stockholders shallinvalidate any prior act of the directors which would have been valid if suchBylaws had not been adopted.

    i.   Anydirector or the entire Board of Directors may be removed for cause by theaffirmative vote of sixty-six and two-thirds percent of the shares entitled tobe cast. Unless the Board of Directors has made a determination that removal isin the best interests of the Corporation (in which case the followingdefinition shall not apply), “cause” for removal of a director shall be deemedto exist only if (i) the director whose removal is proposed has beenconvicted, or when a director is granted immunity to testify when another hasbeen convicted, of a felony by a court of competent jurisdiction and suchconviction is no longer subject to direct appeal; (ii) such director hasbeen found by the affirmative vote of a majority of the directors then inoffice at any regular or special meeting of the Board of Directors called forthat purpose, or by a court of competent jurisdiction to have been guilty ofwillful misconduct in the performance of his or her duties to the Corporationin a matter of substantial importance to the Corporation; or (iii) suchdirector has been adjudicated by a court of competent jurisdiction to bementally incompetent, which mental incompetency directly affects his or herability as a director of the Corporation.

**ARTICLE 6**

    Meetingsof stockholders may be held within or without the State of Delaware, as theBylaws may provide. Special meetings of stockholders, for any purpose orpurposes may only be called by the Chairman of the Board of Directors or by amajority of the members of the Board of Directors. Only the business stated inthe notice of a special meeting of stockholders of the Corporation may betransacted at any special meeting of stockholders of the Corporation. The booksof the Corporation may be kept (subject to any provision contained in the DGCL)outside the State of Delaware at such place or places as may be designated fromtime to time by the Board of Directors or in the Bylaws. Any action required orpermitted to be taken by the stockholders of the Corporation may only beeffected at a duly called annual or special meeting of the stockholders of the Corporation(and not by consent in lieu thereof).

**ARTICLE 7**

    TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights, preferences and privileges of whatsoevernature conferred upon stockholders, directors or any other

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personswhomsoever herein are granted subject to this reservation. No amendment,alteration, change or repeal of Articles 4, 5, 6 or 8 of the Certificate ofIncorporation shall be effective unless approved by sixty-six and two-thirdspercent of the outstanding shares of voting stock of the Corporation thenentitled to vote on the election of directors of the Corporation.

**ARTICLE 8**

    TheCorporation shall indemnify its directors and officers to the fullest extentauthorized or permitted by law, as now or hereafter in effect, and such rightto indemnification shall continue as to a person who has ceased to be adirector or officer of the Corporation and shall inure to the benefit of his orher heirs, executors and personal or legal representatives; *provided, however*, that, except forproceedings to enforce rights to indemnification, the Corporation shall not beobligated to indemnify any director or officer (or his or her heirs, executorsor personal or legal representatives) in connection with a proceeding (or partthereof) initiated by such person unless such proceeding (or part thereof) wasauthorized or consented to by the Board of Directors. The right toindemnification conferred by this Article 8 shall include the right tohave paid by the Corporation the expenses incurred in defending or otherwiseparticipating in any proceeding in advance of its final disposition.

    TheCorporation may, to the extent authorized from time to time by the Board ofDirectors, provide rights to indemnification and to the advancement of expensesto employees and agents of the Corporation similar to those conferred in thisArticle 8 to directors and officers of the Corporation.

    Therights to indemnification and to the advance of expenses conferred in thisArticle 8 shall not be exclusive of any other right which any person mayhave or hereafter acquire under the Certificate of Incorporation, the Bylaws,any statute, agreement, vote of stockholders or disinterested directors orotherwise.

    Anyrepeal or modification of this Article 8 by the stockholders of theCorporation shall not adversely affect any rights to indemnification and to theadvancement of expenses of a director or officer of the Corporation existing atthe time of such repeal or modification with respect to any acts or omissionsoccurring prior to such repeal or modification.

**ARTICLE 9**

    Whenevera compromise or arrangement is proposed between the Corporation and itscreditors or any class of them and/or between the Corporation and itsstockholders or any class of them, any court of equitable jurisdiction withinthe State of Delaware may, on the application in a summary way of theCorporation or of any creditor or stockholder thereof or on the application ofany receiver or receivers appointed for the Corporation under the provisions ofSection 291 of the DGCL or on the application of trustees in dissolutionor of any receiver or receivers appointed for the Corporation under theprovisions of Section 279 of the DGCL order a meeting of the creditors orclass of creditors, and/or of the stockholders or class of stockholders of theCorporation, as the case may be, to be summoned in such manner as the saidcourt directs. If a majority in number representing three-fourths in value ofthe creditors or class of creditors, and/or of the stockholders or class ofstockholders of the Corporation, as the case may be, agree to any compromise orarrangement and to any reorganization of the Corporation as a consequence ofsuch compromise or arrangement, the said compromise or arrangement and the saidreorganization shall, if sanctioned by the court to which the said applicationhas been made, be binding on all the creditors or class of creditors, and/or onall the stockholders or class of stockholders, of the Corporation, as the casemay be, and also on the Corporation.

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