Joint Filing AgreementJoint Filing Agreement • December 4th, 2003 • Idt Corp • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of NTOP Holdings, L.L.C., IDT Domestic-Union, LLC, IDT Investments Inc., IDT Nevada Holdings, Inc., IDT Domestic Telecom, Inc., IDT Telecom, Inc., IDT Corporation and Howard S. Jonas on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.01 per share, of Net2Phone, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
NET2PHONE, INC. 1,250,000 Shares of Common Stock Stock Purchase AgreementStock Purchase Agreement • December 4th, 2003 • Idt Corp • Telephone communications (no radiotelephone) • New York
NET2PHONE, INC., a Delaware corporation (the “Company”), proposes to issue and sell to IDT Corporation., a Delaware corporation (“IDT”), 1,250,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The Shares are in addition to 1,250,000 shares (the “Liberty Shares”) of Common Stock to be sold to Liberty N2P III, Inc., a Delaware corporation and a wholly owned subsidiary of Liberty Media Corporation (“Liberty”), 10,500,000 shares (the “Underwritten Shares”) of Common Stock to be sold to certain underwriters engaged by the Company (the “Underwriters”) and up to an additional 1,575,000 shares (the “Option Shares”) of Common Stock that may be sold to the Underwriters upon exercise of an over-allotment option. The Shares, the Liberty Shares, the Underwritten Shares and the Option Shares are herein referred to collectively as the “Offered Shares.”
