0001193125-04-035418 Sample Contracts

FORM OF EXCHANGE AGREEMENT
Exchange Agreement • March 5th, 2004 • Idt Corp • Telephone communications (no radiotelephone)

This EXCHANGE AGREEMENT, dated as of March 4, 2004 (this “Agreement”), is by and between DEBBIE JONAS AND HOWARD S. JONAS, AS CO-TRUSTEES OF THE TRUST F/B/O JONAS UNDER ARTICLE FOUR U/A DTD MARCH 13, 1996 MADE BY HOWARD S. JONAS, AS GRANTOR (the “Trust”), and HOWARD S. JONAS, INDIVIDUALLY (“Jonas”).

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Joint Filing Agreement
Joint Filing Agreement • March 5th, 2004 • Idt Corp • Telephone communications (no radiotelephone)

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the Common Stock and Class B Common Stock of IDT Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 5th day of March, 2004.

GRANT AGREEMENT
Grant Agreement • March 5th, 2004 • Idt Corp • Telephone communications (no radiotelephone)

The Jonas Foundation (hereinafter “Grantor”) agrees to make the following Grant to The Howard S. and Deborah Jonas Foundation, Inc. (hereinafter “Grantee”), and Grantee makes the representations set forth in Exhibit A and agrees to accept such Grant in accordance with the terms below and subject to the additional terms and conditions set forth in Exhibit A attached hereto and made a part hereof:

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