Exhibit
      3.1




**AMENDED
      AND RESTATED**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.**





Global
      Services Partners Acquisition Corp., a corporation duly organized and existing
      under the laws of the State of Delaware (the “Corporation”), hereby certifies as
      follows:





1.  The
      date
      of filing of the Corporation’s original Certificate of Incorporation with the
      Secretary of State of the State of Delaware was August 10, 2005.





2.
      This
      Amended and Restated Certificate of Incorporation has been duly proposed by
      resolutions adopted and declared advisable by the Board of Directors of the
      Corporation effective as of September 7, 2005, duly adopted by the sole
      stockholder of the Corporation by written consent on September 7, 2005 and
      duly
      acknowledged and executed by an authorized officer of the Corporation in
      accordance with the provisions of Sections 103, 228, 242 and 245 of the General
      Corporation Law of the State of Delaware (the “GCL”) and, upon filing with the
      Secretary of State of the State of Delaware in accordance with Section 103
      of
      the GCL, shall thenceforth supercede the original Certificate of Incorporation
      and shall, as it may thereafter be amended in accordance with its terms and
      the
      law, be the Amended and Restated Certificate of Incorporation of the
      Corporation.




3.  The
      text
      of the Certificate of Incorporation of the Corporation is hereby amended and
      restated to read in its entirety as follows:





FIRST:
      The name of the corporation is Global Services Partners Acquisition Corp.
      (hereinafter sometimes referred to as the “Corporation”).





SECOND: The
      registered office of the Corporation is to be located at 2711
      Centerville Road, Suite 400, in the City of Wilmington, County of New Castle,
      19808 . The
      name
      of its registered agent at such address is Corporation Service
      Company.





THIRD:
      The purpose of the Corporation shall be to engage in any lawful act or activity
      for which corporations may be organized under the GCL.





FOURTH:
      (a) The total number of shares of all classes of capital stock which the
      Corporation shall have authority to issue is 31,005,000 of which:





(i)  24,000,000
      shares shall be Common Stock of the par value of $.0001 per share;





(ii)  7,000,000
      shares shall be Class B Common Stock of the par value of $.0001 per share;
      and








(iii)  5,000
      shares shall be Preferred Stock of the par value of $.0001 per
      share.





(b)  Preferred
      Stock .
      The
      Board of Directors is expressly granted authority to issue shares of the
      Preferred Stock, in one or more series, and to fix for each such series such
      voting powers, full or limited, and such designations, preferences and relative,
      participating, optional or other special rights and such qualifications,
      limitations or restrictions thereof as shall be stated and expressed in the
      resolution or resolutions adopted by the Board of Directors providing for the
      issue of such series (a “Preferred Stock Designation”) and as may be permitted
      by the GCL. The number of authorized shares of Preferred Stock may be increased
      or decreased (but not below the number of shares thereof then outstanding)
      by
      the affirmative vote of the holders of a majority of the voting power of all
      of
      the then outstanding shares of the capital stock of the Corporation entitled
      to
      vote generally in the election of directors, voting together as a single class,
      without a separate vote of the holders of the Preferred Stock, or any series
      thereof, unless a vote of any such holders is required pursuant to any Preferred
      Stock Designation.





(c) Common
      Stock .




1.  Dividends.
      Subject to the preferential dividend rights applicable to shares of Preferred
      Stock, the holders of shares of Common Stock and of Class B Common Stock shall
      be entitled to receive only such dividends as may be declared by the Board
      of
      Directors.





2.  Liquidation.
      Except as set forth in Paragraph FIFTH, in the event of any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation, after
      distribution in full of the preferential amounts to be distributed to the
      holders of shares of Preferred Stock, the holders of shares of Common Stock
      and
      of Class B Common Stock shall be entitled, ratably, in proportion to the number
      of shares held by them, to receive all of the remaining assets of the
      Corporation available for distribution to holders of Common Stock and of Class
      B
      Common Stock.





3.  Voting
      Rights. Except as otherwise required by statute or as otherwise provided in
      this
      Certificate of Incorporation:





(a)  each
      outstanding share of Common Stock shall be entitled to vote on each matter
      on
      which the stockholders of the Corporation shall be entitled to vote other than
      in connection with a “Business Combination” during the “Target Business
      Acquisition Period” (as such terms are hereinafter defined), and each holder of
      Common Stock shall be entitled to one vote for each share of such stock held
      by
      such holder; and





(b)  each
      outstanding share of Class B Common Stock shall be entitled to vote on each
      matter on which the stockholders of the Corporation shall be entitled to vote,
      including in connection with a Business Combination, and each holder of Class
      B
      Common Stock shall be entitled to one vote for each share of such stock held
      by
      such holder.





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4.  Conversion.
      The holders of Class B Common Stock shall have no conversion rights other than
      as set forth in sub-paragraph B of Paragraph FIFTH hereof. The holders of Common
      Stock shall have no conversion rights under any circumstances.




FIFTH:
      The following provisions (A) through (E) shall apply during the period
      commencing upon the filing of this Certificate of Incorporation and shall
      terminate upon the first to occur of the (i) consummation of any “Business
      Combination” and (ii) “Termination Date” (as such terms are hereinafter
      defined), and may not be amended during the Target Business Acquisition Period.
      A “Business Combination” shall mean the acquisition by the Corporation, whether
      by merger, capital stock exchange, asset or stock acquisition or other similar
      type of transaction, of an operating business (“Target Business”).





A.  Prior
      to
      the consummation of any Business Combination with a Target Business, the
      Corporation shall submit such Business Combination to the holders of its Class
      B
      Common Stock for approval regardless of whether the Business Combination is
      of a
      type which normally would require such stockholder approval under the GCL.
      In
      the event that a majority of the outstanding shares of Class B Common Stock
      cast
      at the meeting to approve the Business Combination are voted for the approval
      of
      such Business Combination, the Corporation shall be authorized to consummate
      the
      Business Combination; provided that the Corporation shall not consummate any
      Business Combination if the holders of 20% or more of the outstanding shares
      of
      Class B Common Stock exercise their conversion rights described in paragraph
      B
      below.





B.  If
      a
      Business Combination is approved in accordance with sub-paragraph (A), above,
      and is consummated by the Corporation, then, in such event:





(i)  any
      holder of shares of Class B Common Stock issued in the Corporation’s initial
      public offering of securities (“IPO”) who voted against the Business Combination
      may, contemporaneous with such vote, demand that the Corporation convert his
      shares of Class B Common Stock into cash. If so demanded, the Corporation shall,
      promptly after consummation of the Business Combination, convert such shares
      into cash at a per share conversion price equal to the quotient determined
      by
      dividing (i) the amount in the “Trust Fund” (as hereinafter defined), inclusive
      of any interest thereon, calculated as of two business days prior to the date
      of
      the consummation of the Business Combination, by (ii) the total number of shares
      of Class B Common Stock then outstanding. “Trust Fund” shall mean the trust
      account established by the Corporation at the consummation of its IPO and into
      which a certain amount of the net proceeds of the IPO are deposited;
      and





(ii)  thereafter,
      all of the remaining outstanding shares of Class B Common Stock for which
      conversion has not been demanded shall be deemed to automatically convert,
      effective as of the consummation of the Business Combination, into the same
      number of shares of Common Stock.





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C.  If,
      however, the Corporation does not consummate a Business Combination with a
      Target Business by the later of (i) 18 months after the consummation of the
      IPO
      and (ii) 24 months after the consummation of the IPO in the event that either
      a
      letter of intent, an agreement in principle or a definitive agreement to
      complete a Business Combination was executed but such Business Combination
      was
      not consummated within such 18 month period (such later date being defined
      as
      the “Termination Date”, and the period from the effectiveness of the
      Registration Statement filed in connection with the IPO up to and including
      the
      first to occur of the (x) consummation of a Business Combination and (y)
      Termination Date being defined as the “Target Business Acquisition Period”),
      then, in such event, all outstanding shares of Class B Common Stock shall be
      automatically cancelled and shall revert to the status of authorized but
      unissued shares of Class B Common Stock, and the Corporation shall thereupon
      distribute, and shall cause its officers to effect the distribution of, the
      Trust Fund, inclusive of any interest thereon, to the holders of Class B Common
      Stock within sixty days of the Termination Date. The Corporation shall pay
      no
      distributions out of the Trust Fund to any other shares of capital stock of
      the
      Corporation. From and after the Termination Date and until surrendered to the
      trustee of the Trust Fund, any certificate evidencing shares of Class B Common
      Stock shall represent solely the right of the holder to receive his ratable
      proportion of any distribution from the Trust Fund. After the distribution
      of
      the Trust Fund and the cancellation of the Class B Common Stock, the officers
      of
      the Corporation shall take all such action necessary to dissolve and liquidate
      the Corporation as soon as reasonably practicable.





D.  A
      recordholder of Class B Common Stock shall be entitled to receive distributions
      from the Trust Fund only upon distribution of the Trust Fund in accordance
      with
      paragraph C, above, or in the event he demands conversion of his shares in
      accordance with paragraph B, above. In no other circumstances shall a holder
      of
      Class B Common Stock have any right or interest of any kind in or to the Trust
      Fund.





E.  The
      Board
      of Directors shall be divided into three classes: Class A, Class B and Class
      C.
      The number of directors in each class shall be as nearly equal as possible.
      The
      initial Class A, Class B and Class C directors shall be designated by the
      stockholders of the Corporation, the initial directors in Class A shall be
      elected for a term expiring at the Corporation’s third Annual Meeting of
      Stockholders. The initial directors in Class B shall be elected for a term
      expiring at the second Annual Meeting of Stockholders and the initial directors
      in Class C shall be elected for a term expiring at the first Annual Meeting
      of
      Stockholders. Commencing at the first Annual Meeting of Stockholders, and at
      each annual meeting thereafter, directors elected to succeed those directors
      whose terms expire thereat shall be elected for a term of office to expire
      at
      the third succeeding Annual Meeting of Stockholders after their election. Except
      as the GCL may otherwise require, in the interim between annual meetings of
      stockholders or special meetings of stockholders called for the election of
      directors and/or the removal of one or more directors and the filling of any
      vacancy in that connection, newly created directorships and any vacancies in
      the
      Board of Directors, including unfilled vacancies resulting from the removal
      of
      directors for cause, may be filled by the vote of a majority of the remaining
      directors then in office, although less than a quorum (as defined in the
      Corporation’s Bylaws), or by the sole remaining director. All directors shall
      hold office until the expiration of their respective terms of office and until
      their successors shall have been elected and qualified. A director elected
      to
      fill a vacancy resulting from the death, resignation or removal of a director
      shall serve for the remainder of the full term of the director whose death,
      resignation or removal shall have created such vacancy and until his successor
      shall have been elected and qualified.





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SIXTH:
      The Corporation is to have perpetual existence.





SEVENTH:
      The following provisions are inserted for the management of the business and
      for
      the conduct of the affairs of the Corporation, and for further definition,
      limitation and regulation of the powers of the Corporation and of its directors
      and stockholders:





A.  Election
      of directors need not be by ballot unless the by-laws of the Corporation so
      provide.





B.  The
      Board
      of Directors shall have the power, without the assent or vote of the
      stockholders, to make, alter, amend, change, add to or repeal the by-laws of
      the
      Corporation as provided in the by-laws of the Corporation.





C.  The
      directors in their discretion may submit any contract or act for approval or
      ratification at any annual meeting of the stockholders or at any meeting of
      the
      stockholders called for the purpose of considering any such act or contract,
      and
      any contract or act that shall be approved or be ratified by the vote of the
      holders of a majority of the stock of the Corporation which is represented
      in
      person or by proxy at such meeting and entitled to vote thereat (provided that
      a
      lawful quorum of stockholders be there represented in person or by proxy) shall
      be as valid and binding upon the Corporation and upon all the stockholders
      as
      though it had been approved or ratified by every stockholder of the Corporation,
      whether or not the contract or act would otherwise be open to legal attack
      because of directors’ interests, or for any other reason.





D.  In
      addition to the powers and authorities hereinbefore or by statute expressly
      conferred upon them, the directors are hereby empowered to exercise all such
      powers and do all such acts and things as may be exercised or done by the
      Corporation; subject, nevertheless, to the provisions of the statutes of
      Delaware, of this Certificate of Incorporation, as amended from time to time,
      and to any by-laws from time to time made by the stockholders; provided,
      however, that no by-law so made shall invalidate any prior act of the directors
      which would have been valid if such by-law had not been made.




EIGHTH:  A.  A
      director of the Corporation shall not be personally liable to the Corporation
      or
      its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director’s duty of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
      the director derived an improper personal benefit. If the GCL is amended to
      authorize corporate action further eliminating or limiting the personal
      liability of directors, then the liability of a director of the Corporation
      shall be eliminated or limited to the fullest extent permitted by the GCL,
      as so
      amended. Any repeal or modification of this paragraph A by the stockholders
      of
      the Corporation shall not adversely affect any right or protection of a director
      of the Corporation with respect to events occurring prior to the time of such
      repeal or modification.





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B.  The
      Corporation, to the full extent permitted by Section 145 of the GCL, as amended
      from time to time, shall indemnify all persons whom it may indemnify pursuant
      thereto. Expenses (including attorneys’ fees) incurred by an officer or director
      in defending any civil, criminal, administrative, or investigative action,
      suit
      or proceeding for which such officer or director may be entitled to
      indemnification hereunder shall be paid by the Corporation in advance of the
      final disposition of such action, suit or proceeding upon receipt of an
      undertaking by or on behalf of such director or officer to repay such amount
      if
      it shall ultimately be determined that he is not entitled to be indemnified
      by
      the Corporation as authorized hereby.





NINTH:
      Whenever a compromise or arrangement is proposed between this Corporation and
      its creditors or any class of them and/or between this Corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of this
      Corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for this Corporation under Section 291
      of
      Title 8 of the Delaware Code or on the application of trustees in dissolution
      or
      of any receiver or receivers appointed for this Corporation under Section 279
      of
      Title 8 of the Delaware Code order a meeting of the creditors or class of
      creditors, and/or of the stockholders or class of stockholders of this
      Corporation, as the case may be, to be summoned in such manner as the said
      court
      directs. If a majority in number representing three fourths in value of the
      creditors or class of creditors, and/or of the stockholders or class of
      stockholders of this Corporation, as the case may be, agree to any compromise
      or
      arrangement and to any reorganization of this Corporation as a consequence
      of
      such compromise or arrangement, the said compromise or arrangement and the
      said
      reorganization shall, if sanctioned by the court to which the said application
      has been made, be binding on all the creditors or class of creditors, and/or
      on
      all the stockholders or class of stockholders, of this Corporation, as the
      case
      may be, and also on this Corporation.


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IN
      WITNESS WHEREOF, the Corporation has caused this Amended and Restated
      Certificate of Incorporation to be executed by its President thereunto duly
      authorized, who acknowledges and affirms, under penalty of perjury, that this
      certificate is the act and deed of the Corporation and that the facts stated
      herein are true 17 th day of
      April, 2006.




**GLOBAL
              SERVICES PARTNERS****ACQUISITION
              CORP.**By:
            /s/ Abhishek
              JainName:
                Abhishek JainTitle:
              President





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