-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JjPW67Z1iqBijF+yE2u2E7PiUa5d02/ygnYu8fM5mKz1/mSL4UHIrE7SsGJdOVpe x/MEjFF3KGED7cxwp8AerQ== 0001458947-09-000007.txt : 20090422 0001458947-09-000007.hdr.sgml : 20090422 20090421180105 ACCESSION NUMBER: 0001458947-09-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090422 DATE AS OF CHANGE: 20090421 GROUP MEMBERS: CARPATHIAN HOLDING COMPANY, LTD GROUP MEMBERS: CARPATHIAN RESOURCES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDU COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086139 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 841342898 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79111 FILM NUMBER: 09762416 BUSINESS ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: 9732379499 MAIL ADDRESS: STREET 1: 60 COMMERCE WAY STREET 2: UNIT D CITY: TOTOWA STATE: NJ ZIP: 07512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DED Enterprises Inc. CENTRAL INDEX KEY: 0001458947 IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 210 CRYSTAL GROVE BLVD. CITY: LUTZ STATE: FL ZIP: 33548 BUSINESS PHONE: 813-388-6872 MAIL ADDRESS: STREET 1: 210 CRYSTAL GROVE BLVD. CITY: LUTZ STATE: FL ZIP: 33548 SC 13D/A 1 sc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MDU Communications International Inc. --------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value --------------------------------------------------- (Title of Class of Securities) 582828109 --------------------------------------------------- (CUSIP Number) David E. Hammer, Esq., 210 Crystal Grove Blvd., Lutz, FL 33548-6460 (813) 274-4999 --------------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 2009 --------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 582828109 Page 2 of 8 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. DED Enterprises, Inc. ("DED") Carpathian Holding Company, Ltd. ("CHC") Carpathian Resources Ltd. ("CPN") - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) DED: WC CHC: WC CPN: WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization DED: Florida, USA CHC: Nevis CHC: Western Australia - -------------------------------------------------------------------------------- 7. Sole Voting Power All reporting persons: 13,192,857 ----------------------------------------------------------- Number of Shares 8. Shared Voting Power Beneficially All reporting persons: 2,064,933 Owned by ----------------------------------------------------------- Each Reporting 9. Sole Dispositive Power Person With: DED: 0 CHC: 2,000,000 CPN: 2,000,000 ----------------------------------------------------------- 10. Shared Dispositive Power All reporting persons: 13,097,333 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person DED: 13,097,333 CHC: 15,097,333 CPN: 15,097,333 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) DED: 24.73% CHC: 28.51% CPN: 28.51% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) All reporting persons: CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 3 of 8 - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The class of equity securities to which this Schedule 13D relates is the Common Shares, $0.001 par value, of MDU Communications International Inc. (the "Issuer"). The Issuer's principal executive offices are located at 60-D Commerce Way, Totowa, New Jersey 07512. Item 2. Identity and Background. This statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by DED Enterprises, Inc. ("DED"); Carpathian Holding Company, Ltd. ("CHC"); and Carpathian Resources Ltd. ("CPN") (collectively, the "Acquirers"). DED is a corporation formed in Florida, United States of America, located at 210 Crystal Grove Boulevard, Lutz, FL 33548. DED's principal business is investments. David E. Hammer, Esq., 210 Crystal Grove Boulevard, Lutz, FL 33548 is the president, the secretary, and a director of DED. James Wiberg, 981 NW 18 Avenue, Boca Raton, FL 33486, is the vice president, the treasurer, and a director of DED. Charles Posternack, JFK Medical Center, 5301 South Congress Avenue, Atlantis, FL 33462 is a director of DED. CHC is the sole entity in control of DED, as CHC is the 100% shareholder of DED. CHC is a corporation formed in Nevis, located at #10 Solomon's Arcade, Charlestown, Nevis. CHC's principal business is investments. James Wiberg, and Charles Posternack (addresses above) are the sole directors of CHC. David Hammer (address above) is secretary of CHC. CPN is the sole entity in control of CHC, as CPN is the 100% shareholder of CHC. CPN is a corporation formed in Western Australia, Australia, located at Zenith Centre, Tower A, Level 20, 821 Pacific Highway, Chatswood NSW 2067, Australia. CPN's principal business is oil and gas exploration and production. David E. Hammer, James Wiberg, and Charles Posternack (addresses above), as well as Andrew Carroll, Zenith Centre, Tower A, Level 20, 821 Pacific Highway, Chatswood NSW 2067, Australia; and Geoffrey John King, 216 Statdmillers Lane, Bowning, NSW, Australia are the directors of CPN. Mssrs. Hammer and Wiberg are executive directors of CPN; Mssrs. Posternack, Carroll, and King are non-executive directors. Mssrs. Hammer and King are joint company secretaries. CPN is a listed corporation traded on the Australian Stock Exchange (ASX) under the symbol CPN, and no one person or entity holds a majority of the shares of CPN. Mssrs. Hammer, Wiberg, Posternack, Carroll, and King shall hereafter be referred to as the "Directors." During the last five years, none of the Acquirers and none of the Directors have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which a judgment, decree, or final order has been issued enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 4 of 8 - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. The source of funds that the Acquirers used to purchase the interests in the Issuer identified in Item 5 below is US$400,000 of working capital of CPN. There have not been any other acquisitions or dispositions of the Issuer's common shares made by any of the Acquirers or the Directors. Item 4. Purpose of Transaction. (a) The Acquirers are holding the interests in the Issuer identified in Item 5 below for investment purposes but may transfer or sell any of the Foregoing, and may acquire additional shares (in Acquirers' own names or through other entities). The Acquirers are seeking minority representation on the Board of Directors through the nomination of one or more Board members. At this time, the Acquirers are not seeking majority control of the Board but will continue to evaluate whether it is in Acquirers' best interest to do so. Further, that portion of Item 6 which relates to the rights of other parties to nominate Board members on the basis of the Acquirers' right to vote the securities of the Issuer is hereby incorporated by reference. Except as provided herein, neither the Acquirers nor the Individuals have any other present plans or proposals that relate to or would result in: (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 5 of 8 - -------------------------------------------------------------------------------- The Acquirers are currently analyzing their investment in the Issuer, and are in current contact with other shareholders, third parties, and members of management. The Acquirers are considering each of the items in above-listed subitems (a) through (j), to determine whether such actions, courses of action, or results are appropriate. The Acquirers will continue to review the Acquirers' investment in the Issuer and reserve the right to change their intentions with respect to any or all of such matters. Item 5. Interest in Securities of the Issuer (a) On March 9, 2009, CHC acquired two million (2,000,000) shares ("Acquired Shares") of the Issuer's common stock. CHC and CPN are beneficial owners of the Acquired Shares. On March 9, 2009, DED acquired an option (the "Ordway Option") to purchase no fewer than 10,000,000 and up to 11,032,400 shares ("Ordway Optioned Shares") of the Issuer's common stock from Ronald D. Ordway ("RDO"). DED, CHC, and CPN are beneficial owners of the Ordway Option. (In the Schedule 13D filed on March 19, 2009, the Acquirers described the Ordway Option as applying to 10,000,000 shares; this is because the Acquirers did not know how many shares were owned by RDO. According to the Ordway Option, RDO owned some number of shares in excess of 10,000,000. On the basis of the Schedule 13D filed on March 31, 2009 by RDO, Acquirers believe that the Ordway Option applies to the 11,032,400 shares owned by RDO, individually.) On March 18, 2009, DED acquired an irrevocable proxy (the "Ordway Proxy") to vote any and all shares held by RDO ("Ordway Proxy Shares"), which expires on March 18, 2010. DED, CHC, and CPN are beneficial owners of the Ordway Proxy. As of record date January 29, 2009 (the "Record Date"), RDO held 13,192,857 shares; DED shall be entitled to vote those shares at the annual meeting of shareholders on April 23, 2009. On April 20, 2009, DED acquired an option (the "AWS Option") to purchase up to 1,494,933 shares ("AWS Optioned Shares") of the Issuer's common stock from The Alan W. Steinberg Limited Partnership ("AWS"). DED, CHC, and CPN are beneficial owners of the AWS Option. A copy of the AWS Option Agreement is attached hereto and is incorporated herein by reference. On April 20, 2009, DED acquired an a limited irrevocable proxy (the "AWS Proxy") to vote, subject to certain limitations, any and all shares held by AWS ("AWS Proxy Shares"), which expires on April 20, 2010. DED, CHC, and CPN are beneficial owners of the AWS Proxy. As of the Record Date, as set forth in the Issuer's proxy statement first mailed to its stockholders on or about March 13, 2009, AWS held 1,494,933 shares; DED shall be entitled to vote those shares at the annual meeting of shareholders scheduled to be held on April 23, 2009. Generally, the AWS Proxy does not permit DED to vote the AWS Proxy Shares with respect to matters that (i) would adversely affect the rights of AWS as a common stockholder of the Issue, (ii) involve significant transactions between the Issuer, and DED, CHC, CPN or any parties related thereto, or (iii) involve a merger, consolidation, recapitalization, liquidation, sale of substantially all of the assets of, or any other similar transaction involving the Issuer. A copy of the AWS Proxy is attached hereto and is incorporated herein by reference. - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 6 of 8 - -------------------------------------------------------------------------------- On April 20, 2009, DED acquired an option (the "RE Option") to purchase up to 570,000 shares ("RE Optioned Shares") of the Issuer's common stock from Riviera-Enid Limited Partnership ("RE"). DED, CHC, and CPN are beneficial owners of the RE Option. A copy of the RE Option Agreement is attached hereto and is incorporated herein by reference. On April 20, 2009, DED acquired an a limited irrevocable proxy (the "RE Proxy") to vote, subject to certain restrictions, any and all shares held by RE ("RE Proxy Shares"), which expires on April 20, 2010. DED, CHC, and CPN are beneficial owners of the RE Proxy. As of the Record Date proxy date January 29, 2009, Riviera-Enid Limited Partnership held 570,000 shares; DED shall be entitled to vote those shares at the annual meeting of shareholders scheduled to be held on April 23, 2009. Generally, the RE Proxy does not permit DED to vote the RE Proxy Shares with respect to matters that (i) would adversely affect the rights of RE as a common stockholder of the Issue, (ii) involve significant transactions between the Issuer, and DED, CHC, CPN or any parties related thereto, or (iii) involve a merger, consolidation, recapitalization, liquidation, sale of substantially all of the assets of, or any other similar transaction involving the Issuer. A copy of the RE Proxy is attached hereto and is incorporated herein by reference. The Ordway Proxy Shares, the AWS Proxy Shares, and the RE Proxy Shares shall hereinafter be referred to collectively as the "Proxy Shares." The Ordway Optioned Shares, the AWS Optioned Shares, and the RE Optioned Shares shall hereinafter be referred to collectively as the "Optioned Shares." None of the Directors hold any interest in any securities of the Issuer. (b) CPN has the sole power to vote or to direct the vote of the Acquired Shares and the Proxy Shares. As of the Record Date, RDO held 13,192,857 shares, AWS held 1,494,933 shares; and RE held 570,000 shares. DED shall be entitled to vote those shares at the annual meeting of shareholders on April 23, 2009. CPN has sole power to dispose or to direct the disposition of the Acquired Shares. CPN has shared power to dispose or to direct the disposition of the Optioned Shares. None of the Directors, other than in the capacities enumerated in Item 2 above, have any individual rights to vote, direct the vote, dispose, or direct the disposition of the shares of the Issuer. (c) During the prior 60 days, the Acquirers did not have any transactions in the shares of the Issuer, other than as described above in Item 5(a). None of the Directors had any transactions in the shares of the Issuer. (d) RDO shares the right to the proceeds from the sale of the Ordway Optioned Shares, pursuant to the terms of the Ordway Option. AWS shares the right to the proceeds from the sale of the AWS Optioned Shares, pursuant to the terms of the AWS Option attached hereto. RE shares the right to the proceeds from the sale of the RE Optioned Shares, pursuant to the terms of the RE Option attached hereto. (e) Not applicable. - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 7 of 8 - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer CPN is the sole shareholder of CHC, and CHC is the sole shareholder of DED. Accordingly, through its 100% voting rights in CHC and DED, CPN retains all voting rights of all the Proxy Shares and the Acquired Shares acquired through its subsidiaries. The Ordway Option, AWS Option, and RE Option (collectively, "Options"), which are incorporated herein by reference, provide that DED, as optionee, has the right to purchase the Optioned Shares from RDO, AWS, and/or RE at a purchase price of forty-eight U.S. cents (US$0.48) per share. The Ordway Option runs from March 9, 2009 through March 9, 2012; the AWS Option and RE Option run from April 20, 2009 through March 9, 2012. Through CPN's 100% voting rights in CHC and DED, CPN has the right to cause DED to exercise one or more of the Options. The Ordway Proxy, a copy of which is attached and incorporated herein by reference, provides that DED has the irrevocable right to vote the Ordway Optioned Shares through March 18, 2010. The AWS Proxy and the RE Proxy, copies of which are attached hereto and incorporated herein by reference, provide that DED has the irrevocable right to vote the AWS Optioned Shares and the RE Optioned Shares, respectively, through April 20, 2010. Through CPN's 100% voting rights in CHC and DED, CPN has the right to direct votes cast by DED through the Proxy. Under the terms of the AWS Option, if DED, CHC, CPN or their affiliates should obtain a controlling interest in the Issuer (as defined therein), then AWS and RE would have the right to designate a director nominee to the Issuer's board of directors and the Acquirers and their affiliates would be required to vote or cause to be voted all shares of the Issuer's voting stock over which they, directly or indirectly, have voting power or authority in favor of the election of such director nominees. Because of the shared rights to vote the equity securities of the issuer, Acquirers acknowledge that DED, CHC, CPN, AWS, RE, and the following general Partners of AWS and RE may be deemed part of a group: Alan W. Steinberg, Thomas M. Yehle, and Gary Frohman. Item 7. Material to be Filed as Exhibits Stock Option Agreement, by and between AWS and DED, dated April 20, 2009. Attached to Schedule 13D/A filed April 21, 2009. Irrevocable Proxy, from AWS to DED, dated April 20, 2009. Attached to Schedule 13D/A filed April 21, 2009. Stock Option Agreement, by and between RE and DED, dated April 20, 2009. Attached to Schedule 13D/A filed April 21, 2009. Irrevocable Proxy, from RE to DED, dated April 20, 2009. Attached to Schedule 13D/A filed April 21, 2009. - -------------------------------------------------------------------------------- CUSIP No. 890786106 Page 8 of 8 - -------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: April 21, 2009 By: /s/David E. Hammer -------------------------------------- David E. Hammer, President DED Enterprises, Inc. By: /s/James Wiberg -------------------------------------- James Wiberg, Director Carpathian Holding Company Ltd. By: /s/David E. Hammer -------------------------------------- David E. Hammer, Executive Director and Joint Company Secretary Carpathian Resources Ltd. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. EX-1 2 awsoption.txt EXHIBIT 1 STOCK OPTION AGREEMENT THIS AGREEMENT made as of this 20th day of April, 2009 between The Alan W. Steinberg Limited Partnership, a New York limited partnership, with its principal address at 1501 Venera Avenue, Suite 205, Coral Gables, FL 33146 (the "Optionor"), DED Enterprises Inc., a Florida corporation, with its principal address at 210 Crystal Grove Blvd., Lutz, FL 33548 (the "Optionee"), Carpathian Holding Company, Ltd: Nevis ("CHC"), and Carpathian Resources, Ltd: Australia ("CPN"). WHEREAS: (A) The Optionor is the legal and/or beneficial owner of 1,494,933 shares (the "Optionor's Shares") of the common stock of MDU Communications International, Inc., a Delaware corporation (the "Corporation"); and (B) The Optionor wishes to grant to the Optionee under the terms and conditions contained herein, and the Optionee wishes to accept from the Optionor, an option to purchase 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, in whole or in part (but in no case in tranches of less than 100,000 shares), 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. Exercise of Option. The Optionee shall, for the purposes of exercising the Option, give to the Optionor written notice (the "Exercise Notice") thereof along with payment thereof in immediately available funds by a bank check or a 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 Exercise Notice, and (ii) 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. Assignability of Option. The Optionee may sell, assign or otherwise transfer the Option or any of its rights under this Agreement to any Affiliate in the Optionee's discretion. In the event that the Optioned Shares are transferred from the Optionor by operation of law (e.g., by dissolution or levy) or transferred to an Affiliate of the Optionor prior to the Termination Date, such transfer of the Optioned Shares shall be subject to the terms of this Option. 5. Profit Participation. In consideration for the Option, upon each sale of the Optioned Shares by the Optionee (or its Affiliate, as defined below) to a Person which is not an Affiliate of the Optionee, (each such sale referred to herein as a "Final Sale"), the Optionee shall pay to the Optionor an amount equal to 50% of the difference between the amount realized in the Final Sale (the aggregate sales price less any commissions payable as a result of the Final Sale to a Person who is not an Affiliate of the Optionee) and the aggregate Purchase Price. The Optionee (or its Affiliate) shall determine, in its sole discretion whether, when, and at what price, to sell the Optioned Shares; provided however, Optionee shall consult with Optionor, with respect to any prospective sale of the Optioned Shares prior to such sale. Further provided, Optionee shall give Optionor prompt notice (next business day) of such Final Sale, and shall promptly remit (one day following Optionee's receipt of sale proceeds) the amount of the sales proceeds due Optionor by virtue of any such Final Sale, along with a detailed written accounting therefor which shows in reasonable detail all calculations used to determine the amount due to Optionor. 6. Optionee's Right of First Refusal. Prior to the exercise of the Option, before any Optioned Shares held by the Optionor or any transferee of the Optionor (either being sometimes referred to herein as the "Selling Stockholder") may be sold or otherwise transferred, the Optionee or its assignee(s) shall have a right of first refusal to acquire the Optioned Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). (a) The Selling Stockholder shall (a) deliver to the Optionee a written notice (the "Notice") stating: (i) the Selling Stockholder's bona fide intention to sell or otherwise transfer such Optioned Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Optioned Shares to be transferred to each Proposed Transferee; (iv) the amount of the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the Optioned Shares (the "Offered Price"); and (v) the material terms and conditions of the proposed transfer (the "Offer Terms") and (b) offer the Optioned Shares at the Offered Price and on the Offer Terms to the Optionee or its assignee(s). (b) Within one business day after receipt of the Notice, the Optionee and/or its assignee(s) may, by giving written notice to the Selling Stockholder, elect to purchase all, but not less than all, of the Optioned Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. (c) The purchase price for the Optioned Shares purchased by the Optionee or its assignee(s) under this Section 6 shall be the Offered Price, and the terms and conditions of the transfer shall be identical in all material respects to the Offer Terms (the "Terms"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non- cash consideration shall be determined by the Board of Directors of the Corporation in good faith and such determination shall be final and binding upon the parties. (d) Payment of the purchase price under this Section 6 shall be made in cash, immediately available funds by a bank check or wire transfer of funds, in any case in accordance with the Terms. 2 (e) If all of the Optioned Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Optionee and/or its assignee(s) as provided in this Section, then the Selling Stockholder may sell or otherwise transfer such Optioned Shares to the Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms (each such sale referred to herein as an "Optionor Sale"), provided that such Optionor Sale or other transfer is consummated within 60 days following such Notice, and in such event, Optionor shall promptly pay the Optionee an amount equal to 50% of the following: (i) the total number of shares sold pursuant to such Option Sale multiplied by (ii) the number resulting from (y) forty-eight U.S. cents (US$0.48) per share minus (z) the net sales price (sales price per share less any commissions paid to third parties) per share. If the net sales price does not exceed $0.48 per share, then no amounts will be payable to the Optionee hereunder. If the Optioned Shares described in the Notice are not transferred to the proposed Transferee within such period, a new Notice shall be given to the Optionee, and the Optionee and/or its assignees shall again be offered the Right of First Refusal before any Optioned Shares held by the Selling Stockholder may be sold or otherwise transferred. 7. Accounting and Access to Records. The Optionee shall maintain complete, clear and accurate records in sufficient detail to enable the amounts payable hereunder to be determined. The Optionor shall be entitled to reasonable access to such records for the purpose of inspection and copying. Specifically, such records shall be open to inspection by the Optionor and subject to an annual audit and periodic reproduction by its agents or representatives for the purpose of verifying their accuracy during normal business hours and upon reasonable prior notice (as well as reasonable access to the accountants, attorneys and others who have prepared or maintained such records). If such annual audit reveals any errors or inaccuracies in any amounts paid or due to be paid by the Optionee to the Optionor hereunder, then such amount shall be promptly paid. Any such audits shall be conducted at the Optionor's expense, unless such audit reveals a discrepancy of 5% or greater in the amount due to the Optionor, in which case the Optionee shall be responsible for all costs and expenses in connection with such audit. 8. Board Representation. If, during the term of this Agreement, the Optionee acquires a Controlling Interest in the Corporation, the Optionor shall be entitled to designate one nominee that it desires to have elected to the board of directors (the "Board") of the Corporation (a "Nominee"). The Optionee agrees to vote or cause to be voted (at any regular or special meeting of the shareholders of the Corporation or by written consent in lieu of any such meeting) all shares of voting stock of the Corporation over which it has, directly or indirectly through the ownership of the shares or otherwise, voting power (whether owned as of the date hereof or hereafter acquired) or over which it has, directly or indirectly through an agreement, contract, arrangement or otherwise, the right to direct the voting of such shares (whether such agreement, contract, arrangement or otherwise exists as of the date hereof or hereafter made) in favor of, or otherwise consent to, the election of such Nominee to the Board. If any Nominee is unable or unwilling to serve upon his or her election to the Board, the Optionor shall be entitled to nominate a replacement who shall then be a Nominee for the purposes of this Agreement. If, following election to the Board, any Nominee shall resign or be removed for any reason (with or without cause) or be unable to serve by reason of death or disability, the Optionor shall within 30 days of such event, notify the Optionee in writing of a replacement, and the Optionee shall take such steps as may be necessary to elect such replacement to the Board to fill the unexpired term of the Nominee. 3 9. Entire Agreement. This Agreement, along with the proxy of even date given by Optionor to Optionee, 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. 10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators and successors and permitted assigns. 11. Notices. Notice under this agreement shall be in writing and shall be given by facsimile transmission (with copy sent by overnight courier), or electronically in portable document format (PDF) (with copy sent via facsimile transmission). 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, CHC or CPN: DED Enterprises, Inc. 210 Crystal Grove Blvd. Lutz, FL 33548 Fax: (800) 967-7340 e-mail address: mail@davidhammeresq.com If to Optionor: Alan W. Steinberg Partnership 1501 Venera Avenue Suite 205 Coral Gables, FL 33146 e-mail address: gary@awslp.com 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 13. Litigation. If any legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney fees, paralegal fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. Any such legal action shall be brought exclusively in courts of competent jurisdiction in Miami-Dade County, Florida. 14. Indemnification. (a) The Optionee, CHC, CPN, and their Affiliates (the "Indemnifying Parties") each agree, jointly or severally, to indemnify and hold the Optionor, its shareholders, officers, directors, employees agents and representatives (each an "Indemnified Party") harmless against any and all losses, claims, damages, expenses, liabilities, or actions in respect thereof of any nature whatsoever ("Claims"), whenever or wherever brought, directly or indirectly, to which any Indemnified Party may become subject under the Securities Act of 1933, the Securities Exchange Act of 1934, the securities laws of any other jurisdiction, the rules and regulations promulgated thereunder, or other federal or state statutory laws or regulations, at common law or otherwise (including payments made in settlement of any litigation), 4 insofar as such Claims arise out of or in connection with or are based upon: (a) any breach by the Optionee of any representation or warranty contained in this Agreement, (b) the failure of any of the Optionee to observe, perform or abide by, or any other breach of, any restriction, covenant, obligation or other provision contained this Agreement, (c) any untrue statement or alleged untrue statement of any material fact contained in a filing made with the Securities and Exchange Commission by or on behalf of any of the Indemnifying Parties or their respective associates or in any filing or document of any Indemnified Party based upon information furnished to it by the Indemnifying Parties or associates, or arise out of or are based upon the omission or alleged omission to state in any of the foregoing a material fact required to be stated therein or necessary to make the statements therein not misleading, and (d) any action brought by virtue of or arising from any Indemnified Party being deemed to be a member of a "group" for purposes of the federal securities law. (b) This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by any Indemnified Party (each, a "Loss"). (c) In the event of a claim against any Indemnified Party pursuant to the prior paragraph or the occurrence of a Loss, such Indemnified Party shall give the Optionee prompt written notice of such claim or Loss (provided that failure to promptly notify the Optionee shall not relieve any of the Indemnifying Parties from any liability which it or they may have on account of this Agreement, except to the extent that the Optionee shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Optionee shall provide the Indemnified Party with counsel to represent it. Such counsel shall be reasonably acceptable to the Indemnified Party. In addition, the Indemnified Party will be reimbursed promptly for all Losses suffered by it as incurred as provided herein. None of the Indemnifying Parties may enter into any settlement of any Loss or claim without the Indemnified Party's prior written consent unless such settlement includes a full release of the Indemnified Party from any and all liability in respect of such claim. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. 16. Authority. Each party warrants that this Agreement has been duly authorized, executed and delivered by an authorized officer or representative of such party and is enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. 5 17. Definitions. (a) "Affiliate" means, with respect to any specified Person, any of the following: any Person beneficially owned or Controlled by, or under common beneficial ownership or Control with, the specified Person, or any officer, director, equity owner (of greater than or equal to twenty percent (20%)), or partner of the specified Person. The purpose of this definition is to exclude transactions at less than arms' length from triggering, or changing the substance of, the terms of this Option. (b) "Control" (including, with correlative meanings, the terms "Controlling," "Controlling Interest," "Controlled by" and "under common Control with"), as applied to any Person, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the beneficial ownership of voting securities (whether sole or shared) or other ownership interest, by contract or otherwise. (c) "Person" means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. 12345678901234567890123456789012345678901234567890123456789012345678901234567890 The Alan W. Steinberg Limited Partnership /s/ Carol Albanese By: /s/ Gary Frohman - ------------------------- -------------------------------- Witness Gary Frohman, General Partner DED Enterprises Inc. /s/ Louis Scholl By: /s/ David E. Hammer - ------------------------- -------------------------------- Witness David E. Hammer, President Carpathian Holding Company, Ltd: Nevis /s/ Kelly Ziff By: /s/ James Wiberg - ------------------------- -------------------------------- Witness James Wiberg, Director Carpathian Resources, Ltd: Australia /s/ Louis Scholl By: /s/ David E. Hammer - ------------------------- -------------------------------- Witness David E. Hammer, Executive Director 6 EX-2 3 awsproxy.txt EXHIBIT 2 LIMITED IRREVOCABLE PROXY BE IT KNOWN, that the undersigned, as a general partner of The Alan W. Steinberg Limited Partnership, a New York limited partnership, with its principal business office located at 1501 Venera Avenue, Suite 205, Coral Gables, Florida 33146 (the "Partnership"), holder of shares of common stock, $0.001 par value per share (the "Common Stock"), of MDU Communications International, Inc., a Delaware corporation, with its principal executive offices located at 60-D Commerce Way, Totowa, New Jersey 07512 (the "Corporation"), does hereby constitute and appoint DED Enterprises Inc., a Florida corporation, with its principal address at 210 Crystal, Grove Blvd, Lutz, FL 33548, and any of its officers, directors or authorized representatives (referred to collectively herein a the "Proxy Holder"), as the Partnership's true and lawful attorney of fact (who shall have full power of substitution) to represent and vote, except as provided below, all of the shares of Common Stock of the Corporation that the undersigned holds of record ("Partnership Shares") at any meeting of the stockholders of the Corporation, however called (each, a "Stockholders' Meeting"). Notwithstanding the foregoing, the Proxy Holder shall not have the power or authority to cause the Partnership Shares to be counted as present at any such Stockholders' Meeting or to vote or cause to be voted at a Stockholders' Meeting or to execute or cause to be executed any written consent in respect of such Partnership's Shares in connection with any of the following actions: (a) any amendment, restatement or modification of the Certificate of Incorporation, Bylaws or other corporate governance documents of the Corporation, other than an amendment, restatement, or modification fixing the size of the board of directors of the Corporation, (b) any action which is reasonably likely to have an adverse effect on the rights of the holders of Common Stock; (c) the creation or authorization, or issuance, of additional shares of the Common Stock or any securities of the Corporation ranking senior to, or on a parity with, the Common Stock as to the payment of dividends or the distribution of assets upon a Liquidation Event ("Senior Securities"), including the creation, authorization, or issuance of options, warrants or other rights providing for the issuance of any shares of Common Stock or any such Senior Securities; (d) any alteration or change to the rights, preferences or privileges of any Senior Securities which may adversely affect the Common Stock; (e) approval of any Covered Transaction; (f) providing for the redemption, retirement, purchase or other acquisition, directly or indirectly, through subsidiaries or otherwise, any of the shares of Common Stock, (g) approval of any stock splits, reverse stock splits, or (h) approval of any Liquidation Event. As used herein, a "Liquidation Event" shall mean any of the following transactions involving the Corporation: (i) reorganization, reclassification, merger, consolidation, business combination, or other form of similar corporate transaction or series of transactions involving the Corporation, (ii) liquidation, dissolution or winding up of the affairs of the Corporation, (iii) sale, lease or exchange, transfer, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Corporation, or (iv) any other transaction or a series of related transactions resulting in a change of control of the Corporation (other than by the election of directors by the Proxy Holder). Further, as used herein, a "Covered Transaction" shall mean any transaction in which the Corporation (or any affiliate thereof) is a participant and a Related Person will have a direct or indirect material interest and where the amount involved exceeds $50,000.00. As used herein, a "Related Person" includes (w) the Proxy Holder, Carpathian Holding Corporation, Ltd: Nevis, Carpathian Resources, Ltd: Australia and any of their officers, directors, shareholders, affiliates and associates ("affiliates" and "associates" as defined under Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) (x) any director or officer of the Corporation, (y) any security holder of the Corporation having sole or shared beneficial ownership of more than 5% of any class of the Corporation's securities, and (z) any immediate family member or affiliate of any of the foregoing persons. The provisions of Sections 9, 10, 11, 13 and 14 of that certain Stock Option Agreement of even date herewith by and among the Partnership, the Proxy Holder, Carpathian Holding Company, Ltd: Nevis, and Carpathian Resources, Ltd: Australia shall be incorporated by reference as though such provisions were made in reference to this proxy agreement and shall be enforceable on each of the parties hereto. The undersigned herewith revokes any other proxy heretofore given. This Proxy may be revoked and terminated by the Partnership with respect to any shares of Common Stock (otherwise subject to this proxy) which may have been sold or transferred by the Partnership to a third-party(ies). Except as specifically provided herein, this proxy is irrevocable and is coupled with an interest, and it shall expire one year from the date hereof. WITNESS the undersigned's hand and seal this 20th day of April, 2009. The Alan W. Steinberg Limited Partnership By: /s/ Gary Frohman ----------------------------------- Gary Frohman, General Partner /s/ Carol Albanese - ---------------------------------------- Name of Witness: Carol Albanese EX-3 4 reoption.txt EXHIBIT 3 STOCK OPTION AGREEMENT THIS AGREEMENT made as of this 20th day of April, 2009 between Riviera- Enid Limited Partnership, a Florida limited partnership, with its principal address at 1501 Venera Avenue, Suite 205, Coral Gables, FL 33146 (the "Optionor"), DED Enterprises Inc., a Florida corporation, with its principal address at 210 Crystal Grove Blvd., Lutz, FL 33548 (the "Optionee"), Carpathian Holding Company, Ltd: Nevis ("CHC"), and Carpathian Resources, Ltd: Australia ("CPN"). WHEREAS: (A) The Optionor is the legal and/or beneficial owner of 570,000 shares (the "Optionor's Shares") of the common stock of MDU Communications International, Inc., a Delaware Corporation (the "Corporation"); and (B) The Optionor wishes to grant to the Optionee under the terms and conditions contained herein, and the Optionee wishes to accept from the Optionor, an option to purchase 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, in whole or in part (but in no case in tranches of less than 100,000 shares), 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. Exercise of Option. The Optionee shall, for the purposes of exercising the Option, give to the Optionor written notice (the "Exercise Notice") thereof along with payment thereof in immediately available funds by a bank check or a 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 Exercise Notice, and (ii) 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. Assignability of Option. The Optionee may sell, assign or otherwise transfer the Option or any of its rights under this Agreement to any Affiliate in the Optionee's discretion. In the event that the Optioned Shares are transferred from the Optionor by operation of law (e.g., by dissolution or levy) or transferred to an Affiliate of the Optionor prior to the Termination Date, such transfer of the Optioned Shares shall be subject to the terms of this Option. 5. Profit Participation. In consideration for the Option, upon each sale of the Optioned Shares by the Optionee (or its Affiliate, as defined below) to a Person which is not an Affiliate of the Optionee, (each such sale referred to herein as a "Final Sale"), the Optionee shall pay to the Optionor an amount equal to 50% of the difference between the amount realized in the Final Sale (the aggregate sales price less any commissions payable as a result of the Final Sale to a Person who is not an Affiliate of the Optionee) and the aggregate Purchase Price. The Optionee (or its Affiliate) shall determine, in its sole discretion whether, when, and at what price, to sell the Optioned Shares; provided however, Optionee shall consult with Optionor, with respect to any prospective sale of the Optioned Shares prior to such sale. Further provided, Optionee shall give Optionor prompt notice (next business day) of such Final Sale, and shall promptly remit (one day following Optionee's receipt of sale proceeds) the amount of the sales proceeds due Optionor by virtue of any such Final Sale, along with a detailed written accounting therefor which shows in reasonable detail all calculations used to determine the amount due to Optionor. 6. Optionee's Right of First Refusal. Prior to the exercise of the Option, before any Optioned Shares held by the Optionor or any transferee of the Optionor (either being sometimes referred to herein as the "Selling Stockholder") may be sold or otherwise transferred , the Optionee or its assignee(s) shall have a right of first refusal to acquire the Optioned Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). (a) The Selling Stockholder shall (a) deliver to the Optionee a written notice (the "Notice") stating: (i) the Selling Stockholder's bona fide intention to sell or otherwise transfer such Optioned Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Optioned Shares to be transferred to each Proposed Transferee; (iv) the amount of the bona fide cash price or other consideration for which the Selling Stockholder proposes to transfer the Optioned Shares (the "Offered Price"); and (v) the material terms and conditions of the proposed transfer (the "Offer Terms") and (b) offer the Optioned Shares at the Offered Price and on the Offer Terms to the Optionee or its assignee(s). (b) Within one business day after receipt of the Notice, the Optionee and/or its assignee(s) may, by giving written notice to the Selling Stockholder, elect to purchase all, but not less than all, of the Optioned Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below. 2 (c) The purchase price for the Optioned Shares purchased by the Optionee or its assignee(s) under this Section 6 shall be the Offered Price, and the terms and conditions of the transfer shall be identical in all material respects to the Offer Terms (the "Terms"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non- cash consideration shall be determined by the Board of Directors of the Corporation in good faith and such determination shall be final and binding upon the parties. (d) Payment of the purchase price under this Section 6 shall be made in cash, immediately available funds by a bank check or wire transfer of funds, in any case in accordance with the Terms. (e) If all of the Optioned Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Optionee and/or its assignee(s) as provided in this Section, then the Selling Stockholder may sell or otherwise transfer such Optioned Shares to the Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms (each such sale referred to herein as an "Optionor Sale"), provided that such Optionor Sale or other transfer is consummated within 60 days following such Notice, and in such event, Optionor shall promptly pay the Optionee an amount equal to 50% of the following: (i) the total number of shares sold pursuant to such Option Sale multiplied by (ii) the number resulting from (y) forty-eight U.S. cents (US$0.48) per share minus (z) the net sales price (sales price per share less any commissions paid to third parties) per share. If the net sales price does not exceed $0.48 per share, then no amounts will be payable to the Optionee hereunder. If the Optioned Shares described in the Notice are not transferred to the proposed Transferee within such period, a new Notice shall be given to the Optionee, and the Optionee and/or its assignees shall again be offered the Right of First Refusal before any Optioned Shares held by the Selling Stockholder may be sold or otherwise transferred. 7. Accounting and Access to Records. The Optionee shall maintain complete, clear and accurate records in sufficient detail to enable the amounts payable hereunder to be determined. The Optionor shall be entitled to reasonable access to such records for the purpose of inspection and copying. Specifically, such records shall be open to inspection by the Optionor and subject to an annual audit and periodic reproduction by its agents or representatives for the purpose of verifying their accuracy during normal business hours and upon reasonable prior notice (as well as reasonable access to the accountants, attorneys and others who have prepared or maintained such records). If such annual audit reveals any errors or inaccuracies in any amounts paid or due to be paid by the Optionee to the Optionor hereunder, then such amount shall be promptly paid. Any such audits shall be conducted at the Optionor's expense, unless such audit reveals a discrepancy of 5% or greater in the amount due to the Optionor, in which case the Optionee shall be responsible for all costs and expenses in connection with such audit. 8. INTENTIONALLY OMITTED. 9. Entire Agreement. This Agreement, along with the proxy of even date given by Optionor to Optionee, 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. 3 10. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators and successors and permitted assigns. 11. Notices. Notice under this agreement shall be in writing and shall be given by facsimile transmission (with copy sent by overnight courier), or electronically in portable document format (PDF) (with copy sent via facsimile transmission). 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, CHC or CPN: DED Enterprises, Inc. 210 Crystal Grove Blvd. Lutz, FL 33548 Fax: (800) 967-7340 e-mail address: mail@davidhammeresq.com If to Optionor: Riviera-Enid Limited Partnership 1501 Venera Avenue Suite 205 Coral Gables, FL 33146 e-mail address: gary@awslp.com 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 13. Litigation. If any legal action is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney fees, paralegal fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. Any such legal action shall be brought exclusively in courts of competent jurisdiction in Miami-Dade County, Florida. 14. Indemnification. (a) The Optionee, CHC, CPN, and their Affiliates (the "Indemnifying Parties") each agree, jointly or severally, to indemnify and hold the Optionor, its shareholders, officers, directors, employees agents and representatives (each an "Indemnified Party") harmless against any and all losses, claims, damages, expenses, liabilities, or actions in respect thereof of any nature whatsoever ("Claims"), whenever or wherever brought, directly or indirectly, to which any Indemnified Party may become subject under the Securities Act of 1933, the Securities Exchange Act of 1934, the securities laws of any other jurisdiction, the rules and regulations promulgated thereunder, or other federal or state statutory laws or regulations, at common law or otherwise (including payments made in settlement of any litigation), insofar as such Claims arise out of or in connection with or are based upon: (a) any breach by the Optionee of any representation or warranty contained in this Agreement, (b) the failure of any of the Optionee to observe, perform or abide by, or any other breach of, any restriction, covenant, obligation or 4 other provision contained this Agreement, (c) any untrue statement or alleged untrue statement of any material fact contained in a filing made with the Securities and Exchange Commission by or on behalf of any of the Indemnifying Parties or their respective associates or in any filing or document of any Indemnified Party based upon information furnished to it by the Indemnifying Parties or associates, or arise out of or are based upon the omission or alleged omission to state in any of the foregoing a material fact required to be stated therein or necessary to make the statements therein not misleading, and (d) any action brought by virtue of or arising from any Indemnified Party being deemed to be a member of a "group" for purposes of the federal securities law. (b) This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by any Indemnified Party (each, a "Loss"). (c) In the event of a claim against any Indemnified Party pursuant to the prior paragraph or the occurrence of a Loss, such Indemnified Party shall give the Optionee prompt written notice of such claim or Loss (provided that failure to promptly notify the Optionee shall not relieve any of the Indemnifying Parties from any liability which it or they may have on account of this Agreement, except to the extent that the Optionee shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Optionee shall provide the Indemnified Party with counsel to represent it. Such counsel shall be reasonably acceptable to the Indemnified Party. In addition, the Indemnified Party will be reimbursed promptly for all Losses suffered by it as incurred as provided herein. None of the Indemnifying Parties may enter into any settlement of any Loss or claim without the Indemnified Party's prior written consent unless such settlement includes a full release of the Indemnified Party from any and all liability in respect of such claim. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. 16. Authority. Each party warrants that this Agreement has been duly authorized, executed and delivered by an authorized officer or representative of such party and is enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. 17. Definitions. (a) "Affiliate" means, with respect to any specified Person, any of the following: any Person beneficially owned or Controlled by, or under common beneficial ownership or Control with, the specified Person, or any officer, director, equity owner (of greater than or equal to twenty percent (20%)), or partner of the specified Person. The purpose of this definition is 5 to exclude transactions at less than arms' length from triggering, or changing the substance of, the terms of this Option. (b) "Control" (including, with correlative meanings, the terms "Controlling," "Controlling Interest," "Controlled by" and "under common Control with"), as applied to any Person, shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the beneficial ownership of voting securities (whether sole or shared) or other ownership interest, by contract or otherwise. (c) "Person" means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. Riviera-Enid Limited Partnership /s/ Carol Albanese By: /s/ Gary Frohman - ------------------------- -------------------------------- Witness Gary Frohman, General Partner DED Enterprises Inc. /s/ Louis Scholl By: /s/ David E. Hammer - ------------------------- -------------------------------- Witness David E. Hammer, President Carpathian Holding Company, Ltd: Nevis /s/ Kelly Ziff By: /s/ James Wiberg - ------------------------- -------------------------------- Witness James Wiberg, Director Carpathian Resources, Ltd: Australia /s/ Louis Scholl By: /s/ David E. Hammer - ------------------------- -------------------------------- Witness David E. Hammer, Executive Director 6 EX-4 5 reproxy.txt EXHIBIT 4 LIMITED IRREVOCABLE PROXY BE IT KNOWN, that the undersigned, as a general partner of Riviera-Enid Limited Partnership, with its principal business office located at 1501 Venera Avenue, Suite 205, Coral Gables, Florida 33146 (the "Partnership"), holder of shares of common stock, $0.001 par value per share (the "Common Stock"), of MDU Communications International, Inc., a Delaware corporation, with its principal executive offices located at 60-D Commerce Way, Totowa, New Jersey 07512 (the "Corporation"), does hereby constitute and appoint DED Enterprises Inc., a Florida corporation, with its principal address at 210 Crystal, Grove Blvd, Lutz, FL 33548, and any of its officers, directors or authorized representatives (referred to collectively herein a the "Proxy Holder"), as the Partnership's true and lawful attorney of fact (who shall have full power of substitution) to represent and vote, except as provided below, all of the shares of Common Stock of the Corporation that the undersigned holds of record ("Partnership Shares") at any meeting of the stockholders of the Corporation, however called (each, a "Stockholders' Meeting"). Notwithstanding the foregoing, the Proxy Holder shall not have the power or authority to cause the Partnership Shares to be counted as present at any such Stockholders' Meeting or to vote or cause to be voted at a Stockholders' Meeting or to execute or cause to be executed any written consent in respect of such Partnership's Shares in connection with any of the following actions: (a) any amendment, restatement or modification of the Certificate of Incorporation, Bylaws or other corporate governance documents of the Corporation, other than an amendment, restatement, or modification fixing the size of the board of directors of the Corporation, (b) any action which is reasonably likely to have an adverse effect on the rights of the holders of Common Stock; (c) the creation or authorization, or issuance, of additional shares of the Common Stock or any securities of the Corporation ranking senior to, or on a parity with, the Common Stock as to the payment of dividends or the distribution of assets upon a Liquidation Event ("Senior Securities"), including the creation, authorization, or issuance of options, warrants or other rights providing for the issuance of any shares of Common Stock or any such Senior Securities; (d) any alteration or change to the rights, preferences or privileges of any Senior Securities which may adversely affect the Common Stock; (e) approval of any Covered Transaction; (f) providing for the redemption, retirement, purchase or other acquisition, directly or indirectly, through subsidiaries or otherwise, any of the shares of Common Stock, (g) approval of any stock splits, reverse stock splits, or (h) approval of any Liquidation Event. As used herein, a "Liquidation Event" shall mean any of the following transactions involving the Corporation: (i) reorganization, reclassification, merger, consolidation, business combination, or other form of similar corporate transaction or series of transactions involving the Corporation, (ii) liquidation, dissolution or winding up of the affairs of the Corporation, (iii) sale, lease or exchange, transfer, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Corporation, or (iv) any other transaction or a series of related transactions resulting in a change of control of the Corporation (other than by the election of directors by the Proxy Holder). Further, as used herein, a "Covered Transaction" shall mean any transaction in which the Corporation (or any affiliate thereof) is a participant and a Related Person will have a direct or indirect material interest and where the amount involved exceeds $50,000.00. As used herein, a "Related Person" includes (w) the Proxy Holder, Carpathian Holding Corporation, Ltd: Nevis, Carpathian Resources, Ltd: Australia and any of their officers, directors, shareholders, affiliates and associates ("affiliates" and "associates" as defined under Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) (x) any director or officer of the Corporation, (y) any security holder of the Corporation having sole or shared beneficial ownership of more than 5% of any class of the Corporation's securities, and (z) any immediate family member or affiliate of any of the foregoing persons. The provisions of Sections 9, 10, 11, 13 and 14 of that certain Stock Option Agreement of even date herewith by and among the Partnership, the Proxy Holder, Carpathian Holding Company, Ltd: Nevis, and Carpathian Resources, Ltd: Australia shall be incorporated by reference as though such provisions were made in reference to this proxy agreement and shall be enforceable on each of the parties hereto. The undersigned herewith revokes any other proxy heretofore given. This Proxy may be revoked and terminated by the Partnership with respect to any shares of Common Stock (otherwise subject to this proxy) which may have been sold or transferred by the Partnership to a third-party(ies). Except as specifically provided herein, this proxy is irrevocable and is coupled with an interest, and it shall expire one year from the date hereof. WITNESS the undersigned's hand and seal this 20th day of April, 2009. Riviera-Enid Limited Partnership, a Florida limited partnership By: /s/ Gary Frohman ----------------------------------- Gary Frohman, General Partner /s/ Carol Albanese - ---------------------------------------- Name of Witness: Carol Albanese -----END PRIVACY-ENHANCED MESSAGE-----