WARRANT TO PURCHASE
COMMON STOCK
OF
IDT, INC,
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER TIHE SECURITIES ACT OF 1933 AS
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL FOR THE WARRANT-HOLDER SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED.
This is to certify that is entitled, subject to the terms and
conditions hereinafter set forth to purchase shares of Common Stock, par value $
.10 per share (the "Common Shares") of IDT, Inc., a Pennsylvania Corporation
(the "Company"), from the Company at the price per share and on the terms set
forth herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check payable to the
order of the Company.
The purchase rights represented by this Warrant are exercisable from
1999 through and including 2004 at a price per Common Share of $0.10.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time within the period specified; provided, however, that such purchase
rights shall not be exercisable with respect to a fraction of a Common Share. In
case of the purchase of less than all the Common Shares purchasable under this
Warrant, the Company shall cancel this Warrant on surrender hereof and shall
execute and deliver a new Warrant of like tenor and date for the balance of the
shares purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Warrants of like tenor then outstanding.
This Warrant shall not entitle the holder hereof to any voting rights
or others rights as a shareholder of the Company, or to any other rights
whatever except the rights herein expressed and such as are set forth, and no
dividends shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until or unless, and
except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up, or stock dividend:
(a) The aggregate number and kind of Common Shares subject to this
Warrant, shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of subject Common
Shares and the Warrant price, shall be adjusted appropriately; and
(c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
this Warrant shall terminate, but the registered owner of this Warrant shall
have the right, immediately prior to such dissolution, liquidation, merger, or
combination, to exercise his Warrant in whole or in part, to the extent that it
shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Warrant and all rights hereunder are transferable subject to the
terms and conditions set forth herein.
In the event of the Warrant holder's death, this Warrant may be
exercised by the Warrant holder's legal representatives, heirs or legatees in
accordance with the terms and conditions herein.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
(a) The completion of any registration or other qualifications of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other government regulatory body which
is necessary;
(b) The obtaining of any approval or other clearance from any federal
or state government agency which is necessary,
(c) The obtaining from the registered owner of the Warrant a
representation in writing that he, is acquiring such shares for his own account
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the related shares have
not been registered under the Securities Act of 1933, as amended (the "Act");
and
(d) The placing on the certificate of an appropriate legend and the
issuance of stop transfer instructions in connection therewith if this Warrant
and the related shares have not been registered under the Act to the following
effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE AND HAVE BEEN ISSUED
PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND
PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID
SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF
DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO OFFER, SALE,
TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN
APPROVAL OF COUNSEL OF THE ISSUER BEING AFFIXED TO THIS CERTIFICATE. THE
TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN
ACCORDANCE WITH THE ABOVE INSTRUCTIONS."
Notwithstanding anything in this Warrant to the contrary, this
Warrant shall be null and void as of 5:00 p.m., Eastern Standard
Time, on 2004.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by the signatures of its duly authorized officers and the corporate
seal hereunto affixed.
IDT, INC.
BY:
__________________________________
Glenn Keeling, President
ATTEST:
_____________________________
Dated: , 1999
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights to
purchase Common Shares evidenced by the within Warrant.)
IDT, Inc.
Building 2500, Second Floor
2275 Swallow I-Ell Road
Pittsburgh, PA 15220
The undersigned hereby irrevocably subscribes for ___________________
Common Shares pursuant to and in accordance with the terms and conditions of
this Warrant, and herewith makes payment of $_____________ therefor, and
requests that a certificate for such Common Shares be issued in the name of the
undersigned at the address stated below and, if such number of shares shall not
be all of the shares purchasable hereunder, that a new Warrant of like tenor for
the balance of the remaining Common Shares purchasable hereunder shall be
delivered to the undersigned at the address stated below:
Dated: ______________________
Signed: ________________________________________
Address: _______________________________________
________________________________________________
________________________________________________
Social Security No: ____________________________