**Exhibit4.15**

 

**THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLEUPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR ANY STATE SECURITIES LAW, AND NEITHER SUCH SECURITIES NOR ANYINTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED OROTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENTUNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTAND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSELAND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, ISAVAILABLE.**

 

**WARRANTTO PURCHASE COMMON STOCKOFMDU COMMUNICATIONS INTERNATIONAL, INC.**

 

**W -      **

 

This is to Certify That, FOR VALUE RECEIVED,                       or assigns (“Holder”), is entitled to purchase, subject to the provisions ofthis Warrant, from MDU Communications International, Inc., a Delawarecorporation (“Company”),                     fully paid, validly issued and nonassessable shares of common stock, par value$.001 per share, of the Company (“Common Stock”), at a purchase price equal to$1.75 per share at any time or from time to time commencing on the date hereofuntil November 24, 2006.  The numberof shares of Common Stock to be received upon the exercise of this Warrant andthe price to be paid for each share of Common Stock may be adjusted from timeto time as hereinafter set forth.  Theshares of Common Stock deliverable upon such exercise, and as adjusted fromtime to time, are hereinafter sometimes referred to as “Warrant Shares” and theexercise price of a share of Common Stock in effect at any time and as adjustedfrom time to time is hereinafter sometimes referred to as the “Exercise Price.”

 

This Warrant was originally issued in connection with a privateoffering of securities by the Company, pursuant to the terms of a ConfidentialOffering Memorandum dated November 14, 2003, as supplemented (the“Memorandum”).

 

(a)                                  EXERCISE OF WARRANT; CANCELLATION OFWARRANT.  This Warrant may be exercisedin whole or in part at any time or from time to time commencing on the datehereof and until November 24, 2006 (the “Exercise Period”), provided,however, that if either such day is a day on which banking institutions in theState of New York are authorized by law to close, then on the next succeedingday which shall not be such a day.  ThisWarrant may be exercised by presentation and surrender hereof to the Company atits principal office, or at the office of its stock transfer agent, if any,with the Purchase Form annexed hereto duly executed and accompanied by paymentof the Exercise Price for the number of Warrant Shares specified in suchform.  As soon as practicable after eachsuch exercise of this Warrant, but not later than seven days from the date ofsuch exercise, the Company shall issue and deliver to the Holder a certificateor certificates for the Warrant Shares issuable upon such exercise, registeredin the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall,upon surrender of this Warrant for cancellation, execute and deliver a newWarrant evidencing the rights of the Holder thereof to purchase the balance ofthe Warrant Shares purchasable thereunder. Upon receipt

 

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by the Company of this Warrant at its office, or bythe stock transfer agent of the Company at its office, in proper form forexercise, the Holder shall be deemed to be the holder of record of the sharesof Common Stock issuable upon such exercise, notwithstanding that the stocktransfer books of the Company shall then be closed or that certificatesrepresenting such shares of Common Stock shall not then be physically deliveredto the Holder.

 

(b)                                 RESERVATION OF SHARES.  The Company shall at all times reserve for issuance and/ordelivery upon exercise of this Warrant such number of shares of Common Stock asshall be required for issuance and delivery upon exercise of the Warrants.

 

(c)                                  FRACTIONAL SHARES.  No fractional shares or script representing fractional sharesshall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon anyexercise hereof, the Company shall pay to the Holder an amount in cash equal tosuch fraction multiplied by the current market value of a share, determined asfollows:

 

(1)                                  If the Common Stock is listed on a nationalsecurities exchange or admitted to unlisted trading privileges on such exchangeor listed for trading on the Nasdaq National Market, the current market valueshall be the last reported sale price of the Common Stock on such exchange ormarket on the last business day prior to the date of exercise of this Warrantor if no such sale is made on such day, the average closing bid and askedprices for such day on such exchange or market; or

 

(2)                                  If the Common Stock is not so listed or admittedto unlisted trading privileges, but is traded on the Nasdaq SmallCap Market,the current market value shall be the average of the closing bid and askedprices for such day on such market and if the Common Stock is not so traded,the current market value shall be the mean of the last reported bid and askedprices reported by the National Quotation Bureau, Inc. on the last business dayprior to the date of the exercise of this Warrant; or

 

(3)                                  If the Common Stock is not so listed or admittedto unlisted trading privileges and bid and asked prices are not so reported,the current market value shall be an amount, not less than book value thereofas at the end of the most recent fiscal year of the Company ending prior to thedate of the exercise of the Warrant, determined in such reasonable manner asmay be prescribed by the Board of Directors of the Company.

 

(d)                                 EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OFWARRANT.  This Warrant is exchangeable,without expense, at the option of the Holder, upon presentation and surrenderhereof to the Company or at the office of its stock transfer agent, if any, forother warrants of different denominations entitling the holder thereof topurchase in the aggregate the same number of shares of Common Stock purchasablehereunder.  Upon surrender of thisWarrant to the Company at its principal office or at the office of its stocktransfer agent, if any, with the Assignment Form annexed hereto duly executedand funds sufficient to pay any transfer tax, the Company shall, withoutcharge, execute and deliver a new Warrant in the name of the assignee named insuch instrument of assignment and this Warrant shall promptly becancelled.  This Warrant may be dividedor combined with other warrants which carry the same rights upon presentationhereof at the principal office of the Company or at the office of its stocktransfer agent, if any, together with a written notice specifying the names anddenominations in which new Warrants are to be issued and signed by the Holderhereof. The term “Warrant” as used herein includes any Warrants into which thisWarrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft,destruction or mutilation of this Warrant, and (in the case of loss, theft ordestruction) of reasonably satisfactory indemnification, and upon surrender andcancellation of this Warrant, if mutilated, the Company will execute anddeliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute anadditional contractual obligation on the part of the Company, whether or notthis Warrant so lost, stolen, destroyed, or mutilated shall be at any timeenforceable by anyone.

 

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(e)                                  RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof, be entitled to any rightsof a shareholder in the Company, either at law or equity, and the rights of theHolder are limited to those expressed in the Warrant and are not enforceableagainst the Company except to the extent set forth herein.

 

(f)                                    ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time andthe number and kind of securities purchasable upon the exercise of the Warrantsshall be subject to adjustment from time to time upon the happening of certainevents as follows:

 

(1)                                  In case the Company shall (i) declare a dividendor make a distribution on its outstanding shares of Common Stock in shares ofCommon Stock, (ii) subdivide or reclassify its outstanding shares of CommonStock into a greater number of shares, or (iii) combine or reclassify itsoutstanding shares of Common Stock into a smaller number of shares, theExercise Price in effect at the time of the record date for such dividend or distributionor of the effective date of such subdivision, combination or reclassificationshall be adjusted so that it shall equal the price determined by multiplyingthe Exercise Price by a fraction, the denominator of which shall be the numberof shares of Common Stock outstanding after giving effect to such action, andthe numerator of which shall be the number of shares of Common Stockoutstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listedabove shall occur.

 

(2)                                  Whenever the Exercise Price is adjusted, asherein provided, the Company shall promptly but no later than 10 days aftersuch adjustment, cause a notice setting forth the adjusted Exercise Price andadjusted number of shares issuable upon exercise of each Warrant, and, ifrequested, information describing the transactions giving rise to suchadjustments, to be mailed to the Holders at their last addresses appearing inthe Warrant Register, and shall cause a certified copy thereof to be mailed toits transfer agent, if any.  The Companymay retain a firm of independent certified public accountants selected by theBoard of Directors (who may be the regular accountants employed by the Company)to make any computation required by this Section (f), and a certificatesigned by such firm shall be conclusive evidence of the correctness of suchadjustment.

 

(3)                                  Irrespective of any adjustments in the ExercisePrice or the number or kind of shares purchasable upon exercise of thisWarrant, Warrants theretofore or thereafter issued may continue to express thesame price and number and kind of shares as are stated in the similar Warrantsinitially issuable pursuant to this Agreement.

 

(g)                                 OFFICER’S CERTIFICATE.  Whenever the Exercise Price shall be adjusted as required by theprovisions of the foregoing Section, the Company shall forthwith file in thecustody of its Secretary or an Assistant Secretary at its principal office andwith its stock transfer agent, if any, an officer’s certificate showing the adjustedExercise Price and Warrant Shares determined as herein provided, setting forthin reasonable detail the facts requiring such adjustment, including a statementof the number of additional shares of Common Stock, if any, and such otherfacts as shall be necessary to show the reason for and the manner of computingsuch adjustment.  Each such officer’scertificate shall be made available at all reasonable times for inspection bythe Holder or any holder of a Warrant executed and delivered pursuant to Section (a)and the Company shall, forthwith after each such adjustment, mail a copy bycertified mail of such certificate to the Holder or any such holder.

 

(h)                                 NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall beoutstanding, (i) if the Company shall pay any dividend or make any distributionupon the Common Stock or (ii) if the Company shall offer to the holders ofCommon Stock for subscription or purchase by them any share of any class or anyother rights or (iii) if any capital reorganization of the Company,reclassification of the capital stock of the Company, consolidation or mergerof the Company with or into another corporation, sale, lease or

 

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transfer of all or substantiallyall of the property and assets of the Company to another corporation, orvoluntary or involuntary dissolution, liquidation or winding up of the Companyshall be effected, then in any such case, the Company shall cause to be mailedby certified mail to the Holder, at least fifteen days prior the date specifiedin (x) or (y) below, as the case may be, a notice containing a briefdescription of the proposed action and stating the date on which (x) a recordis to be taken for the purpose of such dividend, distribution or rights, or (y)such reclassification, reorganization, consolidation, merger, conveyance,lease, dissolution, liquidation or winding up is to take place and the date, ifany is to be fixed, as of which the holders of Common Stock or other securitiesshall receive cash or other property deliverable upon such reclassification,reorganization, consolidation, merger, conveyance, dissolution, liquidation orwinding up.

 

(i)                                     RECLASSIFICATION, REORGANIZATION OR MERGER.  In case of any reclassification, capitalreorganization or other change of outstanding shares of Common Stock of theCompany, or in case of any consolidation or merger of the Company with or intoanother corporation (other than a merger with a subsidiary in which merger theCompany is the continuing corporation and which does not result in anyreclassification, capital reorganization or other change of outstanding sharesof Common Stock of the class issuable upon exercise of this Warrant) or in caseof any sale, lease or conveyance to another corporation of the property of theCompany as an entirety, the Company shall, as a condition precedent to suchtransaction, cause effective provisions to be made so that the Holder shallhave the right thereafter by exercising this Warrant at any time prior to the expirationof the Warrant, to purchase the kind and amount of shares of stock and othersecurities and property receivable upon such reclassification, capitalreorganization and other change, consolidation, merger, sale or conveyance by aholder of the number of shares of Common Stock which might have been purchasedupon exercise of this Warrant immediately prior to such reclassification,change, consolidation, merger, sale or conveyance.  Any such provision shall include provision for adjustments whichshall be as nearly equivalent as may be practicable to the adjustments providedfor in this Warrant.  The foregoingprovisions of this Section (i) shall similarly apply to successivereclassifications, capital reorganizations and changes of shares of Common Stockand to successive consolidations, mergers, sales or conveyances.  In the event that in connection with anysuch capital reorganization or reclassification, consolidation, merger, sale orconveyance, additional shares of Common Stock shall be issued in exchange,conversion, substitution or payment, in whole or in part, for a security of theCompany other than Common Stock, any such issue shall be treated as an issue ofCommon Stock covered by the provisions of Subsection (1) ofSection (f) hereof.

 

(j)                                     REGISTRATIONUNDER THE SECURITIES ACT OF 1933. The Holder shall have registration rightswith respect to the Warrant Shares as more particularly set forth in thesubscription agreement executed in connection with the Private Placement.

 
|                           |   | MDU  COMMUNCATIONS INTERNATIONAL, INC. |
|--------------------------------|--------|----------------------------------------|
|                           |   |                                   |
|                           |   |                                   |
|                           |   | By:                                    |   |   |
|                           |   |                                   | Sheldon  Nelson, Chief Executive Officer |
|                           |   |                                   |   |
| Dated:  November 24, 2003 |   |                                   |   |
| Attest:                        |   |                                   |   |
|                           |   |                                   |   |
|                           |   |                                   |   |
|                           |   |                                   |   |
| c/s                            |   |                                   |   |
|                                |        |                                        |  |  |  |

 

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**PURCHASEFORM**

 

 
|   | Dated |   |
|--------|-------|--------|

 

 

Theundersigned hereby irrevocably elects to exercise the within Warrant to theextent of purchasing               shares of Common Stock and hereby makes payment of$               in payment of the actual exercise price thereof.

 

 

INSTRUCTIONS FOR REGISTRATION OFSTOCK

 

 
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| Signature   |                                          |

 

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**ASSIGNMENTFORM**

 

 

FORVALUE RECEIVED,                                    hereby sells, assigns and transfers unto

 

 
| Name:  |                                          |   |   |
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|        | (Please  typewrite or print in block letters) |   |
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Theright to purchase Common Stock represented by this Warrant to the extent of           shares as to whichsuch right is exercisable;

 

anddoes hereby irrevocably constitute and appoint [if any]                         Attorney, to transfer the same on the books of the Company with full power ofsubstitution in the premises.

 

 
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