ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2002
by and among IDT INVESTMENTS, INC., a Nevada corporation (“Assignor”), IDT CORPORATION, a Delaware corporation
and the indirect parent company of Assignor (the “Assignee”), and AT&T Corp., a New York corporation.
W I T N E S S E T H:
WHEREAS, Assignor and AT&T are parties to that certain Value Guarantee Agreement, dated October 19, 2001 (the
WHEREAS, Assignee is the indirect parent company of Assignor;
WHEREAS, Assignor desires to assign all of its rights and obligations under the Value Agreement to Assignee;
WHEREAS, pursuant to Section 6 of the Value Agreement, Assignor has the right to assign the Value Agreement to
WHEREAS, Assignee has agreed to assume all of Assignor’s obligations under the Value Agreement in consideration of
good and valuable consideration, including shares of common stock of Assignor.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Assignment of Rights . Assignor hereby conveys, transfers and assigns to Assignee all of Assignor’s right, title and
interest in, to and under the Value Agreement.
2. Assumption of Liabilities . Assignee hereby accepts assignment of Assignor’s right, title and interest in, to and under
the Value Agreement and assumes and shall timely discharge, perform and satisfy any and all of Assignor’s obligations under
the Value Agreement in accordance with and subject to the Value Agreement.
3. Release of Assignor . Effective upon execution of this Agreement, Assignor shall have no further right, title and interest
in, to and under the Value Agreement, and AT&T shall not look to Assignor for performance of any of Assignor’s obligations