Lock-up, Registration Rights and Exchange Agreement
LOCK-UP, REGISTRATION RIGHTS AND EXCHANGE AGREEMENT (this “ Agreement ”), dated as of June 6, 2000, by
and between IDT Corporation, a Delaware corporation (the “ Company ”), and Liberty Media Corporation, a Delaware
corporation (the “ Investor ”).
WHEREAS, the Company and the Investor have entered into a Subscription Agreement, dated as of March 24, 2000 and
amended as of May 26, 2000 (the “ Subscription Agreement ”), pursuant to which the Investor has agreed to purchase, or cause
its designee to purchase, and the Company has agreed to sell to Investor or its designee, shares (the “ Investor Securities ”) of
the Common Stock, par value $0.01 per share, of the Company (the “ Common Stock ”); and
WHEREAS, it is a condition to the consummation of the Subscription Agreement that the Company and Investor enter
into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions . (a) For the purposes of this Agreement:
“ Act ” means the Securities Act of 1933, as amended.
“ Affiliate ” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under
common control with the first such person.
“ Class B Common Stock ” means the Class B Common Stock, par value $0.01 per share, of the Company to be authorized
pursuant to the Charter Amendment referred to in Section 2.13.
“ Closing ” and “ Closing Date ” mean the date of the Closing, as such term is defined in the Subscription Agreement.
“ Holder ” means a holder of Registrable Securities or, unless the context otherwise requires, securities convertible into or
exercisable for Registrable Securities.
“ Initially Issued Number ” means the total number of Investor Securities issued to the Investor at the Closing or,