0001144204-04-022968 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2004 • Mdu Communications International Inc • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereto, by and among MDU COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation, with its principal offices at 60-D Commerce Way, Totowa, New Jersey 07512 (including its two wholly-owned subsidiaries as more fully described below, the “Company”), and each person identified as a Holder on the signature pages hereto (collectively, the “Holders”). All terms used herein but not defined herein shall have the meaning given to them in the Purchase Agreement (as defined below).

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STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • December 29th, 2004 • Mdu Communications International Inc • Communications services, nec • New York

This STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among MDU COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation, with its principal offices at 60-D Commerce Way, Totowa, New Jersey 07512 (including its two wholly-owned subsidiaries as more fully described below, the “Company”), and each person identified as an Investor on the signature pages hereto (collectively, the “Investors”).

WARRANT TO PURCHASE COMMON STOCK of MDU COMMUNICATIONS INTERNATIONAL, INC.
Mdu Communications International Inc • December 29th, 2004 • Communications services, nec • New York

This Warrant (the “Warrant”) is issued to ________ or his, her or its permitted assigns (“Holder”) by MDU COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the “Company”), on November 24, 2004 (the “Warrant Issue Date”) for agreed upon consideration, receipt of which is hereby acknowledged.

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