X0306 4 2012-11-13 0 0001086740 DELTATHREE INC DDDC 0001456791 Stevanovski Robert 349-L COPPERFIELD BOULEVARD, #407 CONCORD NC 28025 1 0 1 0 0001456782 D4 Holdings, LLC 349-L COPPERFIELD BOULEVARD, #407 CONCORD NC 28025 1 0 1 0 0001456822 Manna Holdings, LLC 349-L COPPERFIELD BOULEVARD, #402 CONCORD NC 28025 0 0 1 0 0001456821 Praescient, LLC PO BOX 1086 CORNELIUS NC 28031 0 0 1 0 Warrant (right to buy) 0.04 2012-11-13 4 D 0 30000000 D 2009-03-14 2019-02-12 Common stock, $.001 par value 30000000 0 I By D4 Holdings, LLC Warrant (right to buy) 0.02 2012-11-13 4 A 0 30000000 A 2009-03-14 2019-02-12 Common stock, $.001 par value 30000000 30000000 I By D4 Holdings, LLC Warrant (right to buy) 0.1312 2012-11-13 4 D 0 4000000 D 2010-08-10 2020-08-10 Common stock, $.001 par value 4000000 0 I By D4 Holdings, LLC Warrant (right to buy) 0.02 2012-11-13 4 A 0 4000000 A 2010-08-10 2020-08-10 Common stock, $.001 par value 4000000 4000000 I By D4 Holdings, LLC Warrant (right to buy) 0.096 2012-11-13 4 D 0 1000000 D 2011-03-02 2021-03-02 Common stock, $.001 par value 1000000 0 I By D4 Holdings, LLC Warrant (right to buy) 0.02 2012-11-13 4 A 0 1000000 A 2011-03-02 2021-03-02 Common stock, $.001 par value 1000000 1000000 I By D4 Holdings, LLC 12% Convertible Note due March 4, 2014 0.08 2012-11-13 4 D 0 1600000 D 2011-08-12 2014-03-04 Common stock, $.001 par value 20000000 0 I By D4 Holdings, LLC 12% Convertible Note due January 2, 2016 0.08 2012-11-13 4 A 0 1819706 A 2011-08-12 2016-01-02 Common stock, $.001 par value 22746325 1819706 I By D4 Holdings, LLC Warrant (right to buy) 0.02 2012-11-13 4 A 0 10000000 0 A 2012-11-13 2022-11-13 Common stock, $.001 par value 10000000 10000000 I By D4 Holdings, LLC The reported transactions involved an amendment to reduce the exercise price of outstanding warrants to purchase common stock of the Issuer, resulting in the deemed cancellation of the existing warrants and a grant of replacement warrants with otherwise identical terms. The Convertible Note was issued pursuant to a Loan Agreement dated March 2, 2011 under which D4 Holdings, LLC agreed to loan up to $1,600,000 in aggregate principal amount. On November 13, 2012, the Convertible Note was amended to (i) extend the maturity date to January 2, 2016 and (ii) increase the maximum principal amount to $1,819,706, all of which was outstanding as of November 13, 2012. D4 Holdings has the right to convert all or any portion of the outstanding principal amount under the Convertible Note at a conversion price of $0.08 per share. The reported securities are held directly by D4 Holdings, LLC. The securities are held indirectly by Manna Holdings, LLC ("Manna Holdings"), as sole member of D4 Holdings, and Praescient, LLC ("Praescient"), as the sole manager of D4 Holdings and managing member of Manna Holdings. Robert Stevanovski is the manager of Praescient. Robert Stevanovski is a principal of Manna Holdings and the manager of Praescient, which serves as the sole manager of D4 Holdings, and as the managing member of Manna Holdings. Manna Holdings is the sole member of D4 Holdings. As such, Mr. Stevanovski, Praescient and Manna Holdings may be deemed to beneficially own the securities reported herein and owned directly by D4 Holdings. Each of Mr. Stevanovski, Praescient and Manna Holdings disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein. This report is filed jointly by D4 Holdings, Manna Holdings, Praescient and Robert Stevanovski, all of whom may be deemed to beneficially own more than 10% of a class of the Issuer's securities. Mr. Stevanovski is a director of the Issuer. D4 Holdings also may be deemed a director by virtue of its right to nominate members of the Issuer's board of directors pursuant to terms of a Securities Purchase Agreement dated February 10, 2009 with the Issuer. /s/ Robert Stevanovski by Colleen Jones, attorney-in-fact 2012-11-15 /s/ D4 Holdings, LLC, by Praescient, its manager, by Colleen Jones, authorized signatory 2012-11-15 /s/ Manna Holdings, LLC, by Praescient, its managing member, by Colleen Jones, authorized signatory 2012-11-15 /s/ Praescient, LLC, by Colleen Jones, authorized signatory 2012-11-15