THIS EXCHANGE AGREEMENT, dated April 8, 2003 (this “Agreement”), is by and between IDT Corporation, a Delaware
corporation (“IDT”), and the holder of shares of common stock, par value $0.01 per share (the “Common Stock”), of IDT who is
a party hereto (the “Holder”).
IDT’s common equity listed on the New York Stock Exchange consists of shares of Common Stock and shares of Class B
Common Stock, par value $0.01 per share (“Class B”).
Each of the Holder and IDT wishes to exchange the number of shares of Common Stock set forth under the name of the
Holder on the signature page (the “Shares”) for a like number of shares of Class B.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereby agree,
subject to the terms and conditions hereinafter set forth, as follows:
1.1 Exchange . Upon delivery of the certificate representing the Shares to IDT, IDT shall accept the Shares and issue to
the Holder, in exchange therefor, the same number of shares of Class B (the “Exchange”). The sole consideration for the
Exchange shall be the shares of Class B issued in exchange for the Shares.
1.2 Certificates . IDT shall deliver to the Holder, as soon as practicable after accepting the Shares for exchange, a
certificate representing the shares of Class B issued to the Holder in the exchange, which certificate shall be in the name of the
2.1 Representations by the Holder . The Holder represents and warrants to IDT that the Holder is, or upon the exercise
of options will be, the beneficial owner and the owner of record of the Shares, that the Holder has the power and authority to
exchange the Shares and enter into this Agreement, and that this Agreement does not violate any other agreement, contract or
understanding to which the Holder is party or to which the Shares may be subject.