Stock Option Agreement
THIS AGREEMENT made as of this ninth day of March, 2009 between
Xxxxxx X Xxxxxx (the "Optionor") and DED Enterprises Inc., a Florida
corporation, with its principal address at 000 Xxxxxxx Xxxxx Xxxx., Xxxx, XX
00000 (the "Optionee").
WHEREAS:
(A) The Optionor is the legal and beneficial owner of 13,200,000 shares (the
"Optionor's Shares") in the common stock of MDU Communications
International, Inc. (the "Corporation"); and
(B) The Optionor wishes to grant to the Optionee and the Optionee wishes
to accept from the Optionor, an option to purchase no fewer than 10,000,000
and up to the entirety of the Optionor's Shares (the "Optioned Shares");
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Optionor hereby grants to the Optionee an option (the
"Option") to purchase the Optioned Shares at a purchase price (the "Purchase
Price") of forty-eight U.S. cents (US$0.48) per share, upon and subject to the
following terms and conditions:
1. Option Exercise Period. The Option may be exercised by the Optionee at
any time from the date hereof until March 9, 2012 (the "Termination
Date") and shall terminate on the Termination Date unless exercised by
the Optionee prior thereto.
2.
2. Exercise of Option. The Optionee shall, for the purposes of exercising
the Option, give to the Optionor notice in writing thereof (the "Notice"),
accompanied by a certified check, bank draft, or wire transfer payable to the
Optionor in the amount of the Purchase Price.
3. Transfer of Optioned Shares. Upon compliance by the Optionee of all of
the terms and conditions of this Agreement and upon receipt by the
Optionor of (i) the Notice, and (ii) payment of the Purchase Price, the
Optionor shall sell and transfer to the Optionee the Optioned Shares and
as evidence thereof, the Optionor shall execute in favor of the Optionee a
form of transfer and an endorsement on the share certificates
representing the Optioned Shares, together with such other documents to
evidence the sale and transfer as the Optionee reasonably requests.
Optionor hereby warrants that Optionor has the right to transfer the
Optioned Shares to the Optionee, and that Optionor will retain that right
throughout the term of this Agreement.
4.
4. Assignability of Option. The Optionee may sell, assign or otherwise
transfer the Option or any of its rights under this Agreement in the Optionee's
discretion.
5. Profit Participation. In consideration for the Option, upon each sale of
the Optioned Shares from the Optionee (or its affiliate) to a third party
(which is not an affiliate of the Optionee) ("Final Sale"), the seller shall
pay the Optionor an amount equal to fifty percent of the difference
between the amount realized in the Final Sale and the Purchase Price of
48 cents. Optionee (or its affiliate) shall determine, in Optionee's
sole discretion, whether, when, and at what price, to sell the Optioned
Shares. Notwithstanding the aforesaid, Optionee shall consult with
Optionor with respect to any prospective sale of the Optioned Shares
prior to such sale, although Optionee will be free to accept or reject
any advice given by Optionor with respect to such sale.
6. First Right of Refusal. Optionor may, pursuant to the terms and
conditions set forth herein, sell the Optioned Shares during the term of this
Agreement to a purchaser other than Optionee. However, no fewer than three
(3) business days prior to any such proposed sale ("Notice Period"), Optionor
shall give notice to Optionee of Optionor's intent to sell the Optioned
Shares. During the Notice Period, Optionee shall have the right to purchase,
at the then-current market price, those shares which Optionor intended to
sell. If Optionee declines to purchase those shares which Optionor intended
to sell, and Optionor consummates a sale of the Optioned Shares to a
purchaser other than Optionee, Optionor shall pay Optionee an amount equal to
one-half of the difference between forty-eight U.S. cents (US$0.48) per share,
and the actual sale price.
7. Entire Agreement. This Agreement expresses the entire agreement
between the parties concerning the subject matter hereof and supersedes all
previous agreements, whether written or oral, between the parties respecting
the subject matter hereof.
8. Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors and permitted assigns.
9. Notice. Notice under this agreement shall be given by facsimile
transmission, or overnight courier. Notice shall be deemed given when it is
received by the recipient of the Notice. Notices to the parties shall be as
follows:
If to Optionee:
DED Enterprises, Inc.
c/o Xxxxx X. Xxxxxx, President
000 Xxxxxxx Xxxxx Xxxx.
Xxxx, XX 00000
Fax: (000) 000-0000
If to Optionor:
Xxxxxx X Xxxxxx
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.
Dated: March 9, 2009
/s/ Xxxxxx X Xxxxxx
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Xxxxxx X Xxxxxx
/s/ Xxxxx X. Xxxxxx
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DED Enterprises Inc., by
Xxxxx X. Xxxxxx, its President
