This Purchase Agreement (this “ Agreement ”) is entered into as of December 19, 2002, by and among AT&T Corp., a New
York corporation (“ AT&T ”), ItelTech, LLC, a Delaware limited liability company (“ AT&T Sub ”), IDT Corporation, a Delaware
corporation (“ IDT ”), IDT Investments, Inc., a Nevada corporation (“ IDT Investments ”), IDT Domestic-Union, LLC, a
Delaware limited liability company (“ IDT Sub ”), Liberty Media Corporation, a Delaware corporation, LMC Animal Planet, Inc., a
Colorado corporation, Liberty N2P II, Inc., a Delaware corporation (“ Liberty Sub ”), and NTOP Holdings, LLC, a Delaware
limited liability company (the “ Company ”).
1. AT&T, AT&T Sub, IDT, IDT Investments, IDT Sub, Liberty Media Corporation and LMC Animal Planet, Inc. are parties
to the Second Amended and Restated Limited Liability Company Agreement, dated as of October 19, 2001, of the Company, as
amended by Amendment No. 1 thereto, dated as of October 31, 2001, (the “ LLC Agreement ”; capitalized terms used and not
otherwise defined in this Agreement have the meanings given to them in the LLC Agreement). Liberty Sub is a wholly-owned
subsidiary of LMC Animal Planet, Inc.
2. By letter dated October 29, 2002, a copy of which is attached hereto as Exhibit A , AT&T Sub exercised the IDT
Investments Put and the Liberty Sub Put.
3. This Agreement provides for the purchase by IDT Investments from AT&T Sub of six (6) Class A Membership Interests
for $3,900 in cash in satisfaction of the IDT Investments Put and the purchase by Liberty Sub from AT&T Sub of twenty-three
(23) Class A Membership Interests for $14,950 in cash in satisfaction of the Liberty Sub Put.
In consideration of the premises, the mutual promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which the parties acknowledge, the parties agree as follow:
1. Purchase and Sale . Upon the terms and subject to the conditi