THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND NEITHER THIS WARRANT NOR ANY INTEREST HEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE RULES AND
REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS
CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE WARRANT FOR INVESTMENT AND
AGREES TO COMPLY IN ALL RESPECTS WITH ARTICLE III OF THIS WARRANT.
WARRANT NO. 01
to Purchase Common Stock of
THIS IS TO CERTIFY THAT, for value received, Prime Leasing, Inc., an Illinois corporation (the "Holder"), or
its registered assigns, is entitled to purchase from IDT Corporation (the "Company") 63,098 shares (the
"Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), at a purchase price
of $6.958 per share (the "Exercise Price") payable upon exercise hereof at any time, and from time to time,
during the period commencing October 1, 1998 and terminating at 5:00 p.m. New York time, on March 31,
2002 (the "Exercise Period"). The Common Stock and the Exercise Price are subject to adjustment in
accordance with Article II hereof.
EXERCISE OF WARRANT
Section 1.1. Exercise of Warrant. (a) This Warrant may be exercised at any time during the Exercise Period by
surrendering to the Company the Warrant, with the form of subscription notice attached hereto as Exhibit A, duly
executed by the owner, accompanied by a certified or official bank check or a wire transfer in immediately
available funds for the purchase price of the Shares purchased or with assignment of the proceeds of the offering
described in Section 3.5, to the extent sufficient to pay the purchase price of the shares purchased.
(b) As soon as practicable after the exercise of this Warrant, in full or in part, the Company shall cause to be
issued to the registered owner of this Warrant, a certificate or certific