0001193125-04-210867 Sample Contracts

NTOP HOLDINGS LLC RIGHT OF FIRST OFFER AGREEMENT AMENDMENT NO. 1
First Offer Agreement • December 10th, 2004 • Idt Corp • Telephone communications (no radiotelephone)

This Amendment No. 1 to the NTOP Holdings LLC Right of First Offer Agreement (this “Amendment No. 1”) is entered into as of December 1, 2004, by and among IDT Corporation, a Delaware corporation (“IDT Corporation”), IDT Domestic-Union, LLC, a Delaware limited liability company (“IDT Sub”), IDT Investments Inc., a Nevada corporation (“IDT Investments” and together with IDT Sub, the “IDT Members”), Liberty Media Corporation, a Delaware corporation (“LMC”), Liberty N2P, Inc., a Delaware corporation (“Liberty N2P”), Liberty N2P II, Inc, a Delaware corporation (“Liberty N2P II” and together with Liberty N2P, the “Liberty Members”) and NTOP Holdings, LLC, a Delaware limited liability company (the “Company”).

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