**Exhibit3.1**

**FIFTHAMENDED AND RESTATED**

**CERTIFICATEOF INCORPORATION**

**OF**

**VYYO INC**.

VyyoInc. (the “Corporation”), a corporation organized and existing under theGeneral Corporation Law of the State of Delaware, does hereby certify asfollows:

(a)           The name of the Corporation is VyyoInc.  The original Certificate ofIncorporation of the Corporation was filed with the office of the Secretary ofState of the State of Delaware on March 21, 1996 under the name PhaseCom,Inc.

(b)           This Fifth Amended and Restated Certificateof Incorporation (the “Fifth Amended and Restated Certificate of Incorporation”)was duly adopted by the Board of Directors and by the stockholders of theCorporation in accordance with Sections 228, 242 and 245 of the GeneralCorporation Law of the State of Delaware.

(c)           The text of the Fourth Certificate ofIncorporation of the Corporation is amended and restated in its entirety asfollows:

FIRST:   The name of the Corporation is Vyyo Inc.(hereinafter the “Corporation”).

SECOND:  The address of the registered office of theCorporation in the State of Delaware and County of New Castle is 1313 N. MarketStreet, Suite 5100, Wilmington, DE 19801. The name of its registered agent atthat address is PHS CORPORATE SERVICES, INC.

THIRD:  The purpose of the Corporation is to engagein any lawful act or activity for which a corporation may be organized underthe General Corporation Law of the State of Delaware as set forth in Title 8 ofthe Delaware Code (the “DGCL”).

FOURTH:  The total number of shares of stock which theCorporation shall have authority to issue is 50,000,000 shares of common stock,each having a par value of $0.0001, and 5,000,000 shares of preferred stock,each having a par value of $0.001.

TheBoard of Directors is expressly authorized to provide for the issuance of allor any shares of the preferred stock in one or more classes or series, and tofix for each such class or series such voting powers, full or limited, or novoting powers, and such distinctive designations, preferences and relative,participating, optional or other special rights and such qualifications,limitations or restrictions thereof, as shall be stated and expressed in theresolution or resolutions adopted by the Board of Directors providing for theissuance of such class or series and as may be permitted by the DGCL,including, without limitation, the authority to provide that any such class orseries may be (i) subject to redemption at such time or times and at such priceor prices; 

1

----

(ii) entitled toreceive dividends (which may be cumulative or non-cumulative) at such rates, onsuch conditions, and at such times, and payable in preference to, or in suchrelation to, the dividends payable on any other class or classes or any otherseries; (iii) entitled to such rights upon the dissolution of, or upon anydistribution of the assets of, the Corporation; or (iv) convertible into, orexchangeable 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.

FIFTH:The following provisions are inserted for the management of the business andthe conduct 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)           The business and affairs of theCorporation shall be managed by or under the direction of the Board ofDirectors.

(b)           The Board of Directors shall consistof not less than one nor more than twelve members, the exact number of whichshall be fixed by the Board of Directors. Election of directors need not be bywritten ballot unless the Bylaws so provide.

(c)           The directors shall be divided intothree classes, designated Class I, Class II and Class III.  Each class shall consist, as nearly as may bepossible, of one-third of the total number of directors constituting the entireBoard of Directors.  The initial divisionof the Board of Directors into classes shall be made by the decision of theaffirmative vote of a majority of the entire Board of Directors.  The term of the initial Class I directorsshall terminate on the date of the 2001 annual meeting; the term of the initialClass II directors shall terminate on the date of the 2002 annual meeting; andthe term of the initial Class III directors shall terminate on the date of the2003 annual meeting.  At each succeedingannual meeting of stockholders beginning in 2001, successors to the class ofdirectors whose term expires at that annual meeting shall be elected for athree-year term.  If the number ofdirectors is changed, any increase or decrease shall be apportioned among theclasses so as to maintain the number of directors in each class as nearly equalas possible, and any additional director of any class elected to fill a vacancyresulting from an increase in such class shall hold office for a term thatshall coincide with the remaining term of that class, but in no case will adecrease in the number of directors shorten the term of any incumbent director.

(d)           A director shall hold office untilthe annual meeting for the year in which his or her term expires and until hisor her successor shall be elected and shall qualify, subject, however, to priordeath, resignation, retirement, disqualification or removal from office.

(e)           Subject to the terms of any one ormore classes or series of preferred stock, any vacancy on the Board ofDirectors that results from an increase in the number of directors may befilled by a majority of the Board of Directors then in office, provided that aquorum is present, and any other vacancy occurring on the Board of Directorsmay be filled by a majority of the Board of Directors then in office, even ifless than a quorum, or by a sole remaining director.  Any director of any class elected to fill avacancy resulting from an increase in the number of 

2

----

directors of suchclass shall hold office for a term that shall coincide with the remaining termof that class.  Any director elected tofill a vacancy not resulting from an increase in the number of directors shallhave the same remaining term as that of his predecessor.  Subject to the rights, if any, of the holdersof shares of preferred stock then outstanding, any or all of the directors ofthe Corporation may be removed from office at any time, but only for cause andonly by the affirmative vote of the holders of at least sixty-six andtwo-thirds percent (66 2/3%) of the voting power of the Corporation’s thenoutstanding capital stock entitled to vote generally in the election ofdirectors.  Notwithstanding theforegoing, whenever the holders of any one or more classes or series ofPreferred Stock issued by the Corporation shall have the right, votingseparately by class or series, to elect directors at an annual or specialmeeting of stockholders, the election, term of office, filling of vacancies andother features of such directorships shall be governed by the terms of thisFifth Amended and Restated Certificate of Incorporation applicable thereto, andsuch directors so elected shall not be divided into classes pursuant to thisArticle FIFTH unless expressly provided by such terms.

(f)            In addition to the powers andauthority hereinbefore or by statute expressly conferred upon them, thedirectors are hereby empowered to exercise all such powers and do all such actsand things as may be exercised or done by the Corporation, subject,nevertheless, to the provisions of the DGCL, this Fifth Amended and RestatedCertificate of Incorporation, and any Bylaws adopted by the stockholders; 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.

(g)           No director shall be personallyliable to the Corporation or any of its stockholders for monetary damages forbreach of fiduciary duty as a director, except for liability (i) for any breachof 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 misconductor a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or(iv) for any transaction from which the director derived an improper personalbenefit.  No director shall be personallyliable to the Corporation or any of its stockholders for monetary damages forbreach of fiduciary duty as a director. Any repeal or modification of this Article FIFTH, Section (g) by thestockholders of the Corporation shall not adversely affect any right orprotection of a director of the Corporation existing at the time of such repealor modification with respect to acts or omissions occurring prior to suchrepeal or modification.

SIXTH:The Corporation shall indemnify its directors and officers to the fullestextent authorized or permitted by law, as now or hereafter in effect, and suchright to 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 and legal representatives; provided, however,that, except for proceedings to enforce rights to indemnification, theCorporation shall not be obligated to indemnify any director or officer (or hisor her heirs, executors or personal or legal representatives) in connectionwith a proceeding (or part thereof) initiated by such person unless suchproceeding (or part thereof) was authorized or consented to by the Board ofDirectors.  The right to indemnificationconferred by this Article SIXTH shall include the right to be paid by theCorporation the expenses incurred in defending or otherwise participating inany proceeding in advance of its final disposition.

3

----

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 SIXTH to directors and officers of the Corporation.

Therights to indemnification and to the advancement of expenses conferred in thisArticle SIXTH shall not be exclusive of any other right which any person mayhave or hereafter acquire under this Fifth Amended and Restated Certificate ofIncorporation, the Bylaws of the Corporation, any statute, agreement, vote ofstockholders or disinterested directors or otherwise.

Anyrepeal or modification of this Article SIXTH 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.

SEVENTH:Meetings of stockholders may be held within or without the State of Delaware,as the Bylaws may provide.  The books ofthe 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 of the Corporation.

EIGHTH:In furtherance and not in limitation of the powers conferred upon it by thelaws of the State of Delaware, the Board of Directors shall have the power tomake, alter, amend, change, add to or repeal the Corporation’s Bylaws.  The affirmative vote of at least a majorityof the entire Board of Directors shall be required to adopt, amend, alter orrepeal the Corporation’s Bylaws.  TheCorporation’s Bylaws also may be altered, amended, changed, added to orrepealed by the affirmative vote of the holders of at least sixty-six andtwo-thirds percent (66 2/3%) of the voting power of the shares entitled to voteat an election of directors.

NINTH:Any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting ofstockholders of the Corporation, and the ability of the stockholders to consentin writing to the taking of any action is hereby specifically denied.

TENTH:Unless otherwise required by law, special meetings of stockholders, for anypurpose or purposes, may be called by either (i) the Chairman, if there be one,(ii) the Board of Directors or (iii) a committee of the Board of Directors thathas been duly designated by the Board of Directors and whose powers andauthority include the power to call such meetings.  The ability of the stockholders to call aspecial meeting of stockholders is hereby specifically denied.

ELEVENTH:The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Fifth Amended and Restated Certificate ofIncorporation, in the manner now or hereafter prescribed by statute, and allrights conferred upon stockholders herein are granted subject to thisreservation.

4

----

INWITNESS WHEREOF, the Corporation has caused this Amended and RestatedCertificate of Incorporation to be executed on its behalf this 10th day of May, 2007.

|        | VYYO INC. |
|--------|-----------|
|   |      |   |
|   | By:       |      /s/ Davidi Gilo |
|   | Name:     |      Davidi Gilo |
|   | Title:    |      Chairman of the Board |

 

5

----