8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2010

ARBINET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-51063	13-3930916
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
460 Herndon Parkway, Suite 150		20170
Herndon, Virginia 20170
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  703-456-4100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On June 11, 2010, Arbinet Corporation (the “Company”) entered into the Second Amended and Restated Stock Ownership Agreement (the “Agreement”) with the Singer Children’s Management Trust (the “Trust”), Gary Singer and Karen Singer (collectively with the Trust and Gary Singer, the “Singer Entities”), which amends and restates in its entirety the Amended and Restated Stock Ownership Agreement, dated as of December 19, 2008, by and among the Company and the Singer Entities, which agreement amended and restated the original stock ownership agreement between the parties dated as of May 30, 2008.  The prior agreements were disclosed on Current Reports on Form 8-K filed on June 10, 2008 and December 19, 2008.  The primary purpose for the current amendment and restatement is to proportionately decrease the Share Limit (as defined below) in light of the Company’s reverse stock split that became effective on June 11, 2010, which is described under Items 5.03 and 8.01 of this Current Report on Form 8-K.

Pursuant to the Agreement, a committee of disinterested members of the Board of Directors of the Company has approved, for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”), the purchase by the Trust of up to 1,285,402 shares of the outstanding voting stock of the Company (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like occurring after the date of the Agreement) (the “Share Limit”) through open market purchases, privately negotiated transactions or otherwise.  The Agreement also provides that, if at any time before December 19, 2011 the Singer Entities become the owner of shares of voting stock exceeding the Share Limit, the Singer Entities will not be able to engage in any “business combination” (as defined in Section 203) with the Company for a period of three years following the date on which the Singer Entities exceeded the Share Limit.

The above summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 11, 2010, the Company filed its Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with theSecretary of State of the State of Delaware, to (i) effect a 1-for-4 reverse stock split of the Company’s common stock and (ii) reduce the number of authorized shares of the Company’s common stock from 60,000,000 to 15,000,000.  The reverse stock split became effective at 5:00 p.m. EDT on June 11, 2010.

A copy of the Certificate of Amendment to the Restated Certificate of Incorporation, as amended, is attached hereto and is being filed pursuant to this Item 5.03 as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

As described under Item 5.03 above, on June 11, 2010, the Company effected a 1-for-4 reverse stock split of its common stock.  As previously disclosed on a Current Report on Form 8-K filed on June 18, 2009, the Company’s Board of Directors and stockholders approved the Certificate of Amendment on June 16, 2009, as one of four reverse stock split ratios.  The stockholders further provided the Board of Directors with the discretion to select which of the four ratios, if any, to implement during the twelve-month period following the date of approval.  On May 17, 2010, the Board of Directors selected the 1-for-4 reverse stock split ratio and authorized the implementation of the reverse stock split.

As a result of the reverse stock split, every four shares of pre-reverse split common stock of the Company will be combined and reclassified into one share of common stock of the Company.  No fractional shares will be issued in connection with the reverse stock split.  Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive a cash payment in lieu thereof.  The Company’s post-reverse split common stock has a new CUSIP number: 03875P 407, but the par value and other terms of the common stock were not affected by the reverse stock split.

The Company’s post-reverse split common stock will trade on the NASDAQ Global Market with a “D” added, under the symbol “ARBXD” for the 20 trading days beginning June 14, 2010 to designate that it is trading on a post-reverse split basis, and will resume trading under the symbol “ARBX” after the 20-trading day period has expired.

The Company’s transfer agent, Registrar and Transfer Company, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.

Also on June 11, 2010, the Company issued a press release with respect to the reverse stock split described above. A copy of such press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation of Arbinet Corporation, as amended, filed June 11, 2010.
10.1	Second Amended and Restated Stock Ownership Agreement, dated as of June 11, 2010, between Arbinet Corporation, the Singer Children’s Management Trust, Gary Singer and Karen Singer.
99.1	Press release dated June 11, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Arbinet Corporation
By:	/s/ Christie A. Hill
Name:	Christie A. Hill
Title:	General Counsel and Secretary

Date:  June 11, 2010

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation of Arbinet Corporation, as amended, filed June 11, 2010.
10.1	Second Amended and Restated Stock Ownership Agreement, dated as of June 11, 2010, between Arbinet Corporation, the Singer Children’s Management Trust, Gary Singer and Karen Singer.
99.1	Press release dated June 11, 2010.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

ARBINET CORPORATION

It is hereby certified that:

1.           The name of the corporation (hereinafter called the “Corporation”) is Arbinet Corporation.

2.           The date of filing of the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was November 14, 1996 under the name SmartGroup Holdings, Inc.  Thereafter an Amendment to the Certificate of Incorporation was filed on March 13, 1997 to change the name of the Corporation to Arbinet Holdings, Inc.  A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 12, 2000 to change the name of the Corporation to Arbinet-thexchange, Inc.  On December 21, 2004 a Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware.  On June 16, 2009 an Amendment to the Restated Certificate of Incorporation was filed to change in the name of the Corporation to Arbinet Corporation.

3.           The Restated Certificate filed on December 21, 2004, as amended, is hereby further amended as follows:

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to (a) combine each four (4) shares of the Corporation’s Common Stock, $0.001 par value per share (“Common Stock ”), issued and outstanding or held in the treasury of the Corporation into one (1) share of Common Stock (the “Reverse Stock Split”) and (b) decrease the number of authorized shares of Common Stock on a basis proportional to the Reverse Stock Split ratio, and (ii) declaring this Certificate of Amendment to be advisable and recommended for approval by the stockholders of the Corporation.

SECOND: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware by the Board of Directors and stockholders of the Corporation.

THIRD:  That upon the effectiveness of this Certificate of Amendment (the “Effective Time”), the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 20,000,000 shares, consisting of (i) 15,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).”

FOURTH: That at the Effective Time, Section A “COMMON STOCK” of Article FOURTH of the Restated Certificate of Incorporation is hereby amended by appending the following Section 5, which shall read in its entirety substantially as follows:

“5.  Reverse Stock Split. Upon effectiveness of a Certificate of Amendment to the Restated Certificate of Incorporation, as amended, (the “Effective Time”) filed with the Secretary of State of the State of Delaware, each four (4) shares of Common Stock issued and outstanding or held in the treasury of the Corporation at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fraction multiplied by the fair market value per share of the Common Stock as determined in a reasonable manner by the Board of Directors. Each certificate representing shares of Common Stock outstanding immediately prior to the Effective Time shall automatically, and without the necessity of presenting the same for exchange, represent after the Effective Time, only the applicable number of shares of Common Stock or cash in lieu thereof, as provided in the Reverse Stock Split. Upon surrender by a holder of a certificate or certificates for Common Stock, duly endorsed, at the office of the Corporation, the Corporation shall, as soon as practicable thereafter, issue and deliver to such holder, or to the nominee or assignee of such holder, a new certificate or certificates for the number of shares of Common Stock that such holder shall be entitled to following the Reverse Stock Split.”

FIFTH: That pursuant to Section 103(d) of the General Corporation Law of Delaware, the Effective Time of this Certificate of Amendment shall be June 11, 2010, at 5:00 p.m. Eastern Daylight Time.”

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 11th day of June, 2010.

	ARBINET CORPORATION
By:	/s/ Shawn F. O’Donnell
	Shawn F. O’Donnell
	Chief Executive Officer and President

EX-10.1

Exhibit 10.1

Second Amended and Restated Stock Ownership Agreement

This SECOND AMENDED AND RESTATED STOCK OWNERSHIP AGREEMENT (the “Agreement”), effective as of June 11, 2010 (the “Effective Date”), is by and between Arbinet Corporation, a Delaware corporation (“Arbinet”), and the Singer Children’s Management Trust (the “Trust”), Gary Singer (“GS”) and Karen Singer (“KS” and together with the Trust and GS, the “Singer Entities”).

WHEREAS, Arbinet and the Singer Entities entered into a Stock Ownership Agreement dated as of May 30, 2008, as amended and restated on December 19, 2008 (the “Original Stock Ownership Agreement”), regarding the Singer Entities’ ability to purchase additional shares of the outstanding voting stock of Arbinet without being subject to limitations on their ability to enter into business combinations (as such term is hereinafter defined) with Arbinet;

WHEREAS, on June 10, 2010, the Singer Entities were the beneficial owners of 5,104,447 shares of common stock, par value $0.001 per share, of Arbinet (the “Common Stock”), which is below the 5,141,608 share limit provided in the Original Stock Ownership Agreement;

WHEREAS, on May 17, 2010, the Board of Directors of Arbinet approved a reverse stock split of Arbinet’s Common Stock at a split ratio of 1-for-4 (the “Reverse Stock Split”) and on the Effective Date, Arbinet filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split; and

WHEREAS, Arbinet and the Singer Entities desire to amend and restate the Original Stock Ownership Agreement with this Second Amended and Restated Stock Ownership Agreement in order to account for the Reverse Stock Split in the manner set forth herein and intend that, upon execution of this Agreement, the provisions of the Original Stock Ownership Agreement shall be terminated and superseded in their entirety by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.            Representations.

(a)           Binding Agreement; Authority.

Arbinet hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by Arbinet, and is a valid and binding obligation of Arbinet, enforceable against Arbinet in accordance with its terms.  Each of the Singer Entities hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by such Singer Entity, and is a valid and binding obligation of such Singer Entity, enforceable against such Singer Entity in accordance with its terms.

(b)           Share Ownership of Common Stock.

The Trust hereby represents and warrants that, as of the close of business on the business day prior to the Effective Date, it is the owner (as such term is hereinafter defined) of 5,104,447 shares of Common Stock, and that neither it nor its Affiliates or Associates (as such terms are hereinafter defined) own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.  GS hereby represents and warrants that, as of the Effective Date, he does not own any shares of Common Stock, and that neither he nor his Affiliates or Associates (other than the Trust) own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.  KS hereby represents and warrants that, as of the Effective Date, she does not own any shares of Common Stock, and that neither she nor her Affiliates or Associates (other than the Trust) own, or have any rights, options or agreements to acquire or vote, any other shares of Common Stock.  Each of the Singer Entities, together with his, her or its Affiliates or Associates, is not an interested stockholder (as such term is hereinafter defined).

(c)           Capitalization.

Arbinet hereby represents and warrants that, as of the close of business on the business day prior to the Effective Date, there were 21,925,294 shares of Common Stock issued and outstanding.

(d)           Defined Terms.

For purposes of this Agreement, the terms “Affiliate,” “Associate,” “business combination,” “control,” “interested stockholder,” “person,” “stock,” “voting stock,” “owner,” “own,” and “owned” shall have the respective meanings set forth in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) in effect as of the Effective Date.

Section 2.           Approval of Acquisitions of Common Stock.  Subject to the due execution and delivery of this Agreement by the Singer Entities, the disinterested members of the Board of Directors of Arbinet have approved, for purposes of Section 203 of the DGCL, the purchase by the Trust of up to 1,285,402 shares of the outstanding voting stock of Arbinet (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like occurring after the Effective Date) (the “Share Limit”) through open market purchases, privately negotiated transactions or otherwise (the “Transaction”).

Section 3.            Stock Ownership.

(a)           As a condition to the approval by the Board of the Transaction, if, at any time during the three (3) year period from December 19, 2008, the Singer Entities, together with their Affiliates and Associates, become the owner of shares of voting stock exceeding the Share Limit, the parties hereby agree that neither the Singer Entities nor any of their respective Affiliates or Associates will be able to engage in any business combination with Arbinet for a period of three (3) years following the date on which the Singer Entities exceeded the Share Limit.  Without limiting the foregoing, each of the Singer Entities hereby represents that any such business combination would be null and void.

(b)           The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities, together with their Affiliates and Associates, inadvertently exceeds the Share Limit (the “Inadvertent Transaction”) and (i) as soon as practicable, but in any event within ten (10) business days of the Inadvertent Transaction, the Singer Entities, together with their Affiliates and Associates, divest themselves of ownership of a sufficient number of shares so that the Singer Entities, together with their Affiliates and Associates, cease to own more than the Share Limit, and (ii) the Singer Entities, together with their Affiliates and Associates, would not, at any time within the three (3) year period immediately prior to a business combination between Arbinet and the Singer Entities, have been the owner of more than the Share Limit but for the Inadvertent Transaction.

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(c)           The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities would be entitled to rely on the exemptions from prohibitions on business combinations set forth in Section 203(b)(6) of the DGCL.

(d)           The restrictions contained in Section 3(a) of this Agreement shall not apply if the Singer Entities, together with their Affiliates and Associates, become the owner of shares of the outstanding voting stock of Arbinet in excess of the Share Limit as a result of action taken solely by Arbinet; provided, that the restrictions contained in Section 3(a) of this Agreement shall apply if the Singer Entities, together with their Affiliates and Associates, thereafter acquire additional shares of voting stock of Arbinet, except as a result of further corporate action not caused, directly or indirectly, by the Singer Entities or their respective Affiliates and Associates.

(e)           Each of the Singer Entities agrees to cause its respective Affiliates and Associates to comply with the terms of this Agreement, including the restrictions on ownership set forth in this Section 3.

Section 4.            Remedies.  Each party hereto hereby acknowledges and agrees that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of Delaware, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 5.            Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, including without limitation the Original Stock Ownership Agreement, which understandings or agreements (if any) are of no further force or effect, and may be amended only by an agreement in writing executed by the parties hereto.

Section 6.            Notices.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be validly given, made or served, if in writing and sent by U.S. registered mail, return receipt requested:

if to Arbinet:	Arbinet Corporation
	460 Herndon Parkway, Suite 150
	Herndon, VA 20170
	Attention: General Counsel
with a copy to:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	One Financial Center
	Boston, Massachusetts 02111
	Attention: Michael L. Fantozzi, Esq.

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if to the Singer Entities:	Singer Children’s Management Trust
	Gary Singer
	Karen Singer
	220 Vaccaro Drive
	Cresskill, New Jersey 07626
with a copy to:	Andrews Kurth LLP
	450 Lexington Avenue
	New York, New York 10017
	Attention: Paul Silverstein, Esq.

Section 7.            Law Governing.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of laws provisions thereof.  The parties, on behalf of itself and its Affiliates and Associates, hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts in the State of Delaware and/or the courts of the United States of America located in the State of Delaware for any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and agree not to commence any action, suit or proceeding related thereto except in such courts.  The parties, on behalf of itself and its Affiliates and Associates, hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the courts in the State of Delaware and/or the courts of the United States of America located in the State of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding in any such court has been brought in any inconvenient forum.

Section 8.            Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9.           No Presumption Against Draftsman.  Each of the undersigned parties hereby acknowledges the undersigned parties fully negotiated the terms of this Agreement, that each such party had an equal opportunity to influence the drafting of the language contained in this Agreement and that there shall be no presumption against any such party on the ground that such party was responsible for preparing this Agreement or any part hereof.  The headings contained in this Agreement are for convenience purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 10.         Enforceability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.  In addition, the parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.  Each of the Singer Entities acknowledges that this Agreement shall be binding upon each of their respective heirs, successors and assigns, and agrees to take all action necessary to cause this Agreement to be binding on such persons.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amended and Restated Stock Ownership Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

ARBINET CORPORATION

By: /s/ Shawn F. O’Donnell

Name:  Shawn F. O’Donnell

Title:  President and CEO

SINGER CHILDREN’S MANAGEMENT TRUST

By:  /s/ Karen Singer

Name: Karen Singer, its Trustee

/s/ Gary Singer

Gary Singer, individually and as consultant to the

Singer Children’s Management Trust

/s/ Karen Singer

Karen Singer, individually

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EX-99.1

EXHIBIT 99.1

ARBINET CORPORATION ANNOUNCES ONE-FOR-FOUR REVERSE STOCK SPLIT

Stock Will Begin Trading on a Split-Adjusted Basis on June 14, 2010

HERNDON, VA., June 11, 2010 - Arbinet Corporation (NASDAQ: ARBX), a leading provider of telecommunications services to fixed and mobile operators, today announced it filed a certificate of amendment to implement a one-for-four reverse stock split of the Company’s common stock.  The reverse stock split, which was previously approved by the Company’s Board of Directors and stockholders, will take effect at 5:00 pm EDT on Friday, June 11, 2010.  Trading of Arbinet’s common stock on the NASDAQ Global Market will continue, on a reverse stock split-adjusted basis, with the opening of the markets on Monday, June 14, 2010.

The Board believes that the reverse stock split will improve the marketability of Arbinet’s common stock by making it more attractive to a broader range of investors.  Arbinet stockholders will receive one new Arbinet share for every four shares that they held prior to the split, and will receive cash in lieu of any fractional shares.  As a result of the reverse stock split, the number of shares of the Company’s common stock outstanding will be reduced from approximately 22 million to approximately 5.5 million shares.  In addition, the certificate of amendment, as approved by the Company’s Board of Directors and stockholders and filed, reduced the total number of authorized shares of common stock from 60 million shares to 15 million shares.

To indicate that the reverse stock split has occurred, a “D” will be added to the Company’s trading symbol, such that post-split common stock will trade under the symbol “ARBXD” beginning on June 14, 2010 for a period of 20 trading days, after which the Company’s common stock will resume trading under the symbol “ARBX.”  The CUSIP number for the Company’s post-split common stock will be 03875P 40 7.

The Company has retained Registrar and Transfer Company (R&T) to act as its exchange agent for the reverse split.  As soon as practicable, R&T will provide registered holders with a letter of transmittal providing instructions for the exchange of their certificates.  The shares owned by beneficial holders (who hold their shares in “street name”) will automatically be adjusted to reflect the reverse stock split, subject to brokers’ particular processes.

For more information regarding the Company’s reverse stock split, please refer to the definitive proxy statement filed by the Company with the Securities and Exchange Commission on May 15, 2009.

About Arbinet Corporation

Arbinet is a leading provider of international voice and IP solutions to carriers and service providers globally. With more than 1,100 carriers across the world utilizing the Arbinet network, Arbinet combines global scale with sophisticated platform intelligence, call routing and industry leading credit management and settlement capabilities. Customers and suppliers include many leading fixed line, mobile, wholesale and VoIP carriers as well as calling card, ISPs and content providers around the world who buy and sell voice and IP telecommunications capacity and content. The Company can be reached at its corporate headquarters in Herndon, VA at (703) 456-4100 or by email at sales@arbinet.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release regarding Arbinet’s business that are not historical facts may be considered “forward-looking statements.”  The forward-looking statements in this press release are based on information available at the time the statements are made and/or management's belief as of that time with respect to future events and are subject to substantial risks and uncertainties that could cause actual results and outcomes to be materially different.  For a further discussion of the risks and uncertainties Arbinet faces, please refer to Part I, Item 1A of Arbinet’s Annual Report on Form 10-K, for the year ended December 31, 2009, filed with the Securities and Exchange Commission (SEC) on March 17, 2010 and other periodic and current filings that have been made with the SEC, which are available at www.sec.gov.   Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Arbinet undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

Contacts:

Gary Brandt, Chief Financial Officer

Arbinet Corporation

(703) 456-4140

Andi Salas / Aaron Palash

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449