Unassociated Document


    
      Exhibit
4.1

       

      


      MDU
COMMUNICATIONS INTERNATIONAL, INC.

      2009
EMPLOYEE STOCK PURCHASE PLAN

      


      The following constitute the provisions
of the 2009 Employee Stock Purchase Plan (the “Plan”) of MDU Communications
International, Inc. (the "Company").

      


      1.           Purpose.
The purpose of the Plan is to provide employees of the Company and its
Designated Parents or Subsidiaries with an opportunity to purchase Common Stock
of the Company through accumulated payroll deductions. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code. The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

      


      2.           Definitions.
As used herein, the following definitions shall apply:

      


      
        	
                 
      

              	
                (a)  "Administrator" means
      either the Board or a committee of the Board that is responsible for the
      administration of the Plan as is designated from time to time by
      resolution of the Board.

              


      

      


      
        	
                 
      

              	
                (b)  "Applicable Laws" means
      the legal requirements relating to the administration of employee stock
      purchase plans, if any, under applicable provisions of federal securities
      laws, state corporate and securities laws, the Code, the rules of any
      applicable stock exchange or national market system, and the rules of any
      foreign jurisdiction applicable to participation in the Plan by residents
      therein.

              


      

      


      
        	
                 
      

              	
                (c)  "Board" means the Board
      of Directors of the Company.

              


      

      


      
        	
                 
      

              	
                (d)  "Change in Control"
      means a change in ownership or control of the Company effected through the
      direct or indirect acquisition by any person or related group of persons
      (other than an acquisition from or by the Company or by a
      Company-sponsored employee benefit plan or by a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Company) of beneficial ownership (within the meaning of
      Rule 13d-3 of the Exchange Act) of securities possessing more than
      fifty percent (50%) of the total combined voting power of the Company's
      outstanding securities.

              


      

      


      
        	
                 
      

              	
                (e)  "Code" means the
      Internal Revenue Code of 1986, as
amended.

              


      

      


      
        	
                 
      

              	
                (f)  "Common Stock" means the
      common stock of the Company.

              


      

      


      
        	
                 
      

              	
                (g)  "Company" means MDU
      Communications International, Inc., a Delaware
      corporation.

              


      

      


      
        	
                 
      

              	
                (h)  "Compensation" means an
      Employee's base salary, overtime, bonus and annual award and other
      incentive payments from the Company or one or more Designated Parents or
      Subsidiaries, including such amounts of base salary as are deferred by the
      Employee (i) under a qualified cash or deferred arrangement described
      in Section 401(k) of the Code, or (ii) to a plan qualified under
      Section 125 of the Code. Compensation does not include reimbursements
      or other expense allowances, fringe benefits (cash or noncash), moving
      expenses, deferred compensation, contributions (other than contributions
      described in the first sentence) made on the Employee's behalf by the
      Company or one or more Designated Parents or Subsidiaries under any
      employee benefit or welfare plan now or hereafter established, and any
      other payments not specifically referenced in the first
      sentence.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (i)  "Corporate Transaction"
      means any of the following
transactions:

              


      

      


      
        	
                 
      

              	
                (1)  a
      merger or consolidation in which the Company is not the surviving entity,
      except for a transaction the principal purpose of which is to change the
      state in which the Company is
incorporated;

              


      

      


      
        	
                 
      

              	
                (2)  the
      sale, transfer or other disposition of all or substantially all of the
      assets of the Company (including the capital stock of the Company's
      subsidiary corporations) in connection with complete liquidation or
      dissolution of the Company;

              


      

      


      
        	
                 
      

              	
                (3)  any
      reverse merger in which the Company is the surviving entity but in which
      securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company's outstanding securities are transferred to a
      person or persons different from those who held such securities
      immediately prior to such merger;
or

              


      

      


      
        	
                 
      

              	
                (4)  acquisition
      by any person or related group of persons (other than the Company or by a
      Company-sponsored employee benefit plan) of beneficial ownership (within
      the meaning of Rule 13d-3 of the Exchange Act) of securities
      possessing more than fifty percent (50%) of the total combined voting
      power of the Company's outstanding securities (whether or not in a
      transaction also constituting a Change in Control), but excluding any such
      transaction that the Administrator determines shall not be a Corporate
      Transaction.

              


      

      


      
        	
                 
      

              	
                (j)  "Designated Parents or
      Subsidiaries" means the Parents or Subsidiaries which have been
      designated by the Administrator from time to time as eligible to
      participate in the Plan.

              


      

      


      
        	
                 
      

              	
                (k)  "Effective Date" means
      April 1, 2009. However, should any Designated Parent or Subsidiary become
      a participating company in the Plan after such date, then such entity
      shall designate a separate Effective Date with respect to its
      employee-participants.

              


      

      


      
        	
                 
      

              	
                (l)  "Employee" means any
      individual, including an officer or director, who is an employee of the
      Company or a Designated Parent or Subsidiary for purposes of
      Section 423 of the Code. For purposes of the Plan, the employment
      relationship shall be treated as continuing intact while the individual is
      on sick leave or other leave of absence approved by the individual's
      employer. Where the period of leave exceeds ninety (90) days and the
      individual's right to reemployment is not guaranteed either by statute or
      by contract, the employment relationship will be deemed to have terminated
      on the ninety-first (91st) day of such leave, for purposes of determining
      eligibility to participate in the
Plan.

              


      

      


      
        	
                 
      

              	
                (m)  "Enrollment Date" means
      the first day of each Offer Period.

              


      

      


      
        	
                 
      

              	
                (n)  "Exchange Act" means the
      Securities Exchange Act of 1934, as
amended.

              


      

      


      
        	
                 
      

              	
                (o)  "Exercise Date" means
      the last day of each Purchase
Period.

              


      

      


      
        	
                 
      

              	
                (p)  "Fair Market Value"
      means, as of any date, the value of Common Stock determined as
      follows:

              


      

      


      
        	
                 
      

              	
                (1)  where
      there exists a public market for the Common Stock, the Fair Market Value
      shall be (i) the closing price for a Share on the date of the
      determination (or, if no closing price was reported on that date, on the
      last trading date on which a closing price was reported) on the stock
      exchange determined by the Administrator to be the primary market for the
      Common Stock or the NASDAQ National Market, whichever is applicable or
      (ii) if the Common Stock is not traded on any such exchange or
      national market system, the average of the closing bid and asked prices of
      a Share on the Over the Counter Bulleting Board on the date of the
      determination (or, if no such prices were reported on that date, on the
      last date on which such prices were reported), in each case, as reported
      in such source as the Administrator deems reliable;
  or

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (2)  in
      the absence of an established market of the type described in (1), above,
      for the Common Stock, and subject to (3), below, the Fair Market Value
      thereof shall be determined by the Administrator in good
      faith.

              


      

      


      
        	
                 
      

              	
                (q)  "Offer Period" means an
      Offer Period established pursuant to Section 4
  hereof.

              


      

      


      
        	
                 
      

              	
                (r)  "Parent" means a "parent
      corporation," whether now or hereafter existing, as defined in
      Section 424(e) of the Code.

              


      

      


      
        	
                 
      

              	
                (s)  "Participant" means an
      Employee of the Company or Designated Parent or Subsidiary who is actively
      participating in the Plan.

              


      

      


      
        	
                 
      

              	
                (t)  "Plan" means this 2009
      Employee Stock Purchase Plan.

              


      

      


      
        	
                 
      

              	
                (u)  "Purchase Period" means
      a period of three months, commencing on January 1, April 1,
      July 1 and October 1 of each year and terminating on the next
      following March 31, June 30, September 30 and
      December 31, respectively.

              


      

      


      
        	
                 
      

              	
                (v)  "Purchase Price" shall
      mean an amount equal to 85% of the Fair Market Value of a share of Common
      Stock at the beginning of the Purchase Period or on the Exercise Date,
      whichever is lower.

              


      

      


      
        	
                 
      

              	
                (w)  "Reserves" means the sum
      of the number of shares of Common Stock covered by each option under the
      Plan which have not yet been exercised and the number of shares of Common
      Stock which have been authorized for issuance under the Plan but not yet
      placed under option.

              


      

      


      
        	
                 
      

              	
                (x)  "Subsidiary" means a
      "subsidiary corporation," whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

              


      

      


      3.           Eligibility.

      


      
        	
                 
      

              	
                (a)  General. Any individual
      who is an Employee on a given Enrollment Date shall be eligible to
      participate in the Plan for the Offer Period commencing with such
      Enrollment Date.

              


      

      


      
        	
                 
      

              	
                (b)  Limitations on Grant and
      Accrual. Any provisions of the Plan to the contrary
      notwithstanding, no Employee shall be granted an option under the Plan
      (i) if, immediately after the grant, such Employee (taking into
      account stock owned by any other person whose stock would be attributed to
      such Employee pursuant to Section 424(d) of the Code) would own stock
      and/or hold outstanding options to purchase stock possessing five percent
      (5%) or more of the total combined voting power or value of all classes of
      stock of the Company or of any Parent or Subsidiary, or (ii) which
      permits the Employee's rights to purchase stock under all employee stock
      purchase plans of the Company and its Parents or Subsidiaries to accrue at
      a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
      (determined at the Fair Market Value of the shares at the time such option
      is granted) for each calendar year in which such option is outstanding at
      any time. The determination of the accrual of the right to purchase stock
      shall be made in accordance with Section 423(b)(8) of the Code and
      the regulations thereunder.

              


      

      


      
        	
                 
      

              	
                (c)  Other Limits on
      Eligibility. Notwithstanding Subsection (a), above, the following
      Employees shall not be eligible to participate in the Plan for any
      relevant Offer Period: (i) Employees whose customary employment is
      20 hours or less per week; (ii) Employees whose customary
      employment is for not more than 5 months in any calendar year;
      (iii) Employees who have been employed for fewer than six consecutive
      calendar months; and (iv) Employees who are subject to rules or laws
      of a foreign jurisdiction that prohibit or make impractical the
      participation of such Employees in the
Plan.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      4.           Offer Periods.

      


      
        	
                 
      

              	
                (a)  The
      Plan shall be implemented through overlapping or consecutive Offer Periods
      until such time as (i) the maximum number of shares of Common Stock
      available for issuance under the Plan shall have been purchased or
      (ii) the Plan shall have been sooner terminated in accordance with
      Section 19 hereof. The maximum duration of an Offer Period shall be
      twenty-seven (27) months. Initially, the Plan shall be implemented
      through overlapping Offer Periods of twenty-four (24) months'
      duration commencing April 1, 2009.

              


      

      


      
        	
                 
      

              	
                (b)  A
      Participant shall be granted a separate option for each Offer Period in
      which he or she participates. The option shall be granted on the
      Enrollment Date and shall be automatically exercised in successive
      installments on the Exercise Dates ending within the Offer
      Period.

              


      

      


      
        	
                 
      

              	
                (c)  Except
      as specifically provided herein, the acquisition of Common Stock through
      participation in the Plan for any Offer Period shall neither limit nor
      require the acquisition of Common Stock by a Participant in any subsequent
      Offer Period.

              


      

      


      5.           Participation.

      


      
        	
                 
      

              	
                (a)  All
      Employees eligible to participate in the Plan as of the first Enrollment
      Date of the Plan shall be eligible to make payroll deductions for shares
      of the Common Stock on the Exercise Date of the first Purchase Period of
      the initial Offer Period in an amount up to the aggregate Purchase Price
      for such number of shares of the Common Stock as equals fifty percent
      (50%) of the Participant's annual salary and one hundred percent (100%) of
      all bonus and other Compensation that he or she receives during calendar
      year 2009. Participants shall complete and sign the Subscription Agreement
      in the form of Exhibit A to this Plan, indicating the amount of
      payroll deduction and/or direct
payment.

              


      

      


      
        	
                 
      

              	
                (b)  After
      the initial Offer Period, an eligible Employee may become a Participant in
      the Plan by completing a subscription agreement authorizing payroll
      deductions in the form of Exhibit A to this Plan (or such other form
      (including electronic forms) as determined by the Administrator from time
      to time) and filing it with the designated payroll office of the Company
      at least three (3) business days prior to the Enrollment Date for the
      Offer Period in which such participation will commence, unless a later
      time for filing the subscription agreement is set by the Administrator for
      all eligible Employees with respect to a given Offer Period. No direct
      payment for shares shall be permitted after the initial Offer
      Period.

              


      

      


      
        	
                 
      

              	
                (c)  For
      Offer Periods other than the initial Offer Period, payroll deductions for
      a Participant shall commence with the first partial or full payroll period
      beginning on the Enrollment Date and shall end on the last complete
      payroll period during the Offer Period, unless sooner terminated by the
      Participant as provided in
Section 10.

              


      

      


      6.           Payroll
Deductions.

      


      
        	
                 
      

              	
                (a)  At
      the time a Participant files a subscription agreement, the Participant
      shall elect to have payroll deductions made during the Offer Period in
      amounts between one percent (1%) and not exceeding fifty percent (50%) of
      the Participant's salary and between one percent (1%) and not exceeding
      one hundred percent (100%) of all bonuses and other Compensation which the
      Participant receives during the Offer
Period.

              


      

      


      
        	
                 
      

              	
                (b)  All
      payroll deductions made for a Participant shall be credited to the
      Participant's account under the Plan and will be withheld in whole
      percentages only. A Participant may not make any additional payments into
      such account.

              


      

      


      
        	
                 
      

              	
                (c)  A
      Participant may discontinue participation in the Plan as provided in
      Section 10, or may increase or decrease the rate of payroll
      deductions during the Offer Period by completing and filing with the
      Company a change of status notice in the form of Exhibit B to this
      Plan (or such other form (including electronic forms) as determined by the
      Administrator from time to time) authorizing an increase or decrease in
      the payroll deduction rate. Any increase or decrease in the rate of a
      Participant's payroll deductions shall be effective with the first full
      payroll period commencing three (3) business days after the Company's
      receipt of the change of status notice unless the Company elects to
      process a given change in participation more quickly. A Participant's
      subscription agreement (as modified by any change of status notice) shall
      remain in effect for successive Offer Periods unless terminated as
      provided in Section 10. The Administrator shall be authorized to
      limit the number of payroll deduction rate changes during any Offer
      Period.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (d)  Notwithstanding
      the foregoing, to the extent necessary to comply with
      Section 423(b)(8) of the Code and Section 3(b) herein, a
      Participant's payroll deductions shall be decreased to 0%. Payroll
      deductions shall recommence at the rate provided in such Participant's
      subscription agreement, as amended, at the time when permitted under
      Section 423(b)(8) of the Code and Section 3(b) herein, unless
      such participation is sooner terminated by the Participant as provided in
      Section 10.

              


      

      


      7.           Grant of
Option. On the Enrollment Date, each Participant shall be granted an
option to purchase (at the applicable Purchase Price) such number of shares of
the Common Stock in an amount of aggregate Purchase Price as equals up to fifty
percent (50%) of the Participant's salary and one hundred percent (100%) of
bonus and other Compensation for the period, subject to adjustment as provided
in Section 18 hereof; provided that such option shall be subject to the
limitations set forth in Sections 3(b), 6 and 12 hereof, subject to adjustment
as provided in Section 18 hereof. Exercise of the option shall occur as
provided in Section 8, unless the Participant has withdrawn pursuant to
Section 10, and the option, to the extent not exercised, shall expire on
the last day of the Offer Period.

      


      8.           Exercise of
Option. The Participant's option for the purchase of shares will be
exercised automatically on each Exercise Date, by applying the accumulated
payroll deductions in the Participant's account to purchase the number of full
shares subject to the option by dividing such Participant's payroll deductions
accumulated prior to such Exercise Date and retained in the Participant's
account as of the Exercise Date by the applicable Purchase Price, provided,
however, that if a Participant is eligible to purchase any shares on the first
Exercise Date of the initial Offer Period by direct payment, the Participant's
option for the purchase of shares will be exercised to the extent possible by
applying the direct payment amount made by the Participant to purchase the
number of full shares subject to the option by dividing such direct payment
amount by the applicable Purchase Price and, provided, further, in no event may
the accumulated payroll deductions and direct payment amounts applied to the
purchase of shares on the first Exercise Date of the initial Offer Period exceed
the amount specified in Section 5(a). No fractional shares will be
purchased; any payroll deductions accumulated in a Participant's account which
are not sufficient to purchase a full share shall be carried over to the next
Purchase Period or Offer Period, whichever applies, or returned to the
Participant, if the Participant withdraws from the Plan. Any direct payment
amounts which are not sufficient to purchase a full share shall be returned to
the Participant. Notwithstanding the foregoing, any amount remaining in a
Participant's account or any excess direct payment amount following the purchase
of shares on the Exercise Date due to the application of Section 423(b)(8)
of the Code or Section 7, above, shall be returned to the Participant and
shall not be carried over to the next Offer Period or Purchase Period. During a
Participant's lifetime, a Participant's option to purchase shares hereunder is
exercisable only by the Participant.

      


      9.           Delivery.
Upon receipt of a request from a Participant after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to such
Participant, as promptly as practicable, of a certificate representing the
shares purchased upon exercise of the Participant's option.

      


      10.         Withdrawal; Termination of
Employment.

      


      
        	
                 
      

              	
                (a)  A
      Participant may not withdraw the payroll deductions credited to the
      Participant's account and not yet used to exercise the Participant's
      option under the Plan. A participant may at any time terminate future
      payroll deductions, but allow accumulated payroll deductions to be used to
      exercise the Participant's option under the Plan at any time by giving
      written notice to the Company in the form of Exhibit B to this Plan
      (or such other form (including electronic forms) as determined by the
      Administrator from time to time). Upon termination, no further payroll
      deductions for the purchase of shares will be made during the Offer
      Period, all of the Participant's payroll deductions credited to the
      Participant's account will be applied to the exercise of the Participant's
      option on the next Exercise Date, and after such Exercise Date, such
      Participant's option for the Offer Period will be automatically
      terminated. If a Participant withdraws from an Offer Period, payroll
      deductions will not resume at the beginning of the succeeding Offer Period
      unless the Participant delivers to the Company a new subscription
      agreement.

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)  Upon
      termination of a Participant's employment relationship (as described in
      Section 2(k)), the payroll deductions credited to such Participant's
      account during the Offer Period but not yet used to exercise the option
      will be applied to the purchase of Common Stock on the next Exercise Date.
      In such a case, no further payroll deductions will be credited to the
      Participant's account following the Participant's termination of
      employment and the Participant's option under the Plan will be
      automatically terminated after the purchase of Common Stock on the next
      scheduled Exercise Date.

              


      

      


      11.           Interest.
No interest shall accrue on the payroll deductions credited to a Participant's
account under the Plan.

      


      12.           Stock.

      


      
        	
                 
      

              	
                (a)  Subject
      to adjustment upon changes in capitalization of the Company as provided in
      Section 18, the maximum number of shares of Common Stock which shall
      be made available for sale under the Plan shall be one million five
      hundred thousand (1,500,000) shares. If the Administrator determines that
      on a given Exercise Date the number of shares with respect to which
      options are to be exercised may exceed (x) the number of shares then
      available for sale under the Plan or (y) the number of shares
      available for sale under the Plan on the Enrollment Date(s) of one or more
      of the Offer Periods in which such Exercise Date is to occur, the
      Administrator may make a pro rata allocation of the shares remaining
      available for purchase on such Enrollment Dates or Exercise Date, as
      applicable, in as uniform a manner as shall be practicable and as it shall
      determine to be equitable, and shall either continue all Offer Periods
      then in effect or terminate any one or more Offer Periods then in effect
      pursuant to Section 19, below.

              


      

      


      
        	
                 
      

              	
                (b)  A
      Participant will have no interest or voting right in shares covered by the
      Participant's option until such shares are actually purchased on the
      Participant's behalf in accordance with the applicable provisions of the
      Plan. No adjustment shall be made for dividends, distributions or other
      rights for which the record date is prior to the date of such
      purchase.

              


      

      


      
        	
                 
      

              	
                (c)  Shares
      to be delivered to a Participant under the Plan will be registered in the
      name of the Participant or in the name of the Participant and his or her
      spouse.

              


      

      


      13.           Administration.
The Plan shall be administered by the Administrator which shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan. Every finding, decision and determination made by the
Administrator shall, to the full extent permitted by Applicable Law, be final
and binding upon all persons.

      


      14.           Designation of
Beneficiary.

      


      
        	
                 
      

              	
                (a)  Each
      Participant shall file a written designation of a beneficiary who is
      to receive any shares and cash, if any, from the Participant's account
      under the Plan in the event of such Participant's
  death.

              


      

      


      
        	
                 
      

              	
                (b)  Such
      designation of beneficiary may be changed by the Participant (and the
      Participant's spouse, if any) at any time by written notice. In the event
      of the death of a Participant and in the absence of a beneficiary validly
      designated under the Plan who is living (or in existence) at the time of
      such Participant's death, the Company shall deliver such shares and/or
      cash to the executor or administrator of the estate of the Participant, or
      if no such executor or administrator has been appointed (to the knowledge
      of the Administrator), the Administrator shall deliver such shares and/or
      cash to the spouse (or domestic partner, as determined by the
      Administrator) of the Participant, or if no spouse (or domestic partner)
      is known to the Administrator, then to the issue of the Participant, such
      distribution to be made per stirpes (by right of representation), or if no
      issue are known to the Administrator, then to the heirs at law of the
      Participant determined in accordance with
  Section 27.

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      15.           Transferability.
Neither payroll deductions credited to a Participant's account nor any rights
with regard to the exercise of an option or to receive shares under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution, or as provided in
Section 14 hereof) by the Participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Administrator may treat such act as an election to withdraw funds from an Offer
Period in accordance with Section 10.

      


      16.           Use of
Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such payroll deductions. The funds allocated to a
Participant's account shall remain the property of the Participant but may be
commingled with the general funds of the Company.

      


      17.           Reports.
Individual accounts will be maintained for each Participant in the Plan.
Statements of account will be given to Participants at least annually, which
statements will set forth the amounts of payroll deductions, the Purchase Price,
the number of shares purchased and the remaining cash balance, if
any.

      


      18.           Adjustments Upon Changes in
Capitalization; Corporate Transactions.

      


      
        	
                 
      

              	
                (a)  Adjustments Upon Changes in
      Capitalization. Subject to any required action by the stockholders
      of the Company, the Reserves, the Purchase Price, the maximum number of
      shares that may be purchased in any Offer Period or Purchase Period, as
      well as any other terms that the Administrator determines require
      adjustment shall be proportionately adjusted for (i) any increase or
      decrease in the number of issued shares of Common Stock resulting from a
      stock split, reverse stock split, stock dividend, combination or
      reclassification of the Common Stock, (ii) any other increase or
      decrease in the number of issued shares of Common Stock effected without
      receipt of consideration by the Company, or (iii) as the
      Administrator may determine in its discretion, any other transaction with
      respect to Common Stock to which Section 424(a) of the Code applies;
      provided, however that conversion of any convertible securities of the
      Company shall not be deemed to have been "effected without receipt of
      consideration." Such adjustment shall be made by the Administrator and its
      determination shall be final, binding and conclusive. Except as the
      Administrator determines, no issuance by the Company of shares of stock of
      any class, or securities convertible into shares of stock of any class,
      shall affect, and no adjustment by reason hereof shall be made with
      respect to, the Reserves and the Purchase
Price.

              


      

      


      
        	
                 
      

              	
                (b)  Corporate Transactions.
      In the event of a proposed Corporate Transaction, each option under the
      Plan shall be assumed by such successor corporation or a parent or
      subsidiary of such successor corporation, unless the Administrator
      determines, in the exercise of its sole discretion and in lieu of such
      assumption, to shorten the Offer Period then in progress by setting a new
      Exercise Date (the "New Exercise Date"). If the Administrator shortens the
      Offer Period then in progress in lieu of assumption in the event of a
      Corporate Transaction, the Administrator shall notify each Participant in
      writing, at least ten (10) business days prior to the New Exercise
      Date, that the Exercise Date for the Participant's option has been changed
      to the New Exercise Date and that the Participant's option will be
      exercised automatically on the New Exercise Date, unless prior to such
      date the Participant has withdrawn from the Offer Period as provided in
      Section 10. For purposes of this Subsection, an option granted under
      the Plan shall be deemed to be assumed if, in connection with the
      Corporate Transaction, the option is replaced with a comparable option
      with respect to shares of capital stock of the successor corporation or
      Parent thereof. The determination of option comparability shall be made by
      the Administrator prior to the Corporate Transaction and its determination
      shall be final, binding and conclusive on all
  persons.

              


      

      


      19.           Amendment or
Termination.

      


      
        	
                 
      

              	
                (a)  The
      Administrator may at any time and for any reason terminate or amend the
      Plan. Except as provided in Section 18, no such termination can
      affect options previously granted, provided that the Plan or any one or
      more Offer Periods may be terminated by the Administrator on any Exercise
      Date or by the Administrator establishing a new Exercise Date with respect
      to any Offer Period and/or any Purchase Period then in progress if the
      Administrator determines that the termination of the Plan or such one ore
      more Offer Periods is in the best interests of the Company and its
      stockholders. Except as provided in Section 18 and this
      Section 19, no amendment may make any change in any option
      theretofore granted which adversely affects the rights of any Participant
      without the consent of affected Participants. To the extent necessary to
      comply with Section 423 of the Code (or any successor rule or
      provision or any other Applicable Law), the Company shall obtain
      stockholder approval in such a manner and to such a degree as
      required.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (b)  Without
      stockholder consent and without regard to whether any Participant rights
      may be considered to have been "adversely affected," the Administrator
      shall be entitled to limit the frequency and/or number of changes in the
      amount withheld during Offer Periods, change the length of Purchase
      Periods within any Offer Period, determine the length of any future Offer
      Period, determine whether future Offer Periods shall be consecutive or
      overlapping, establish the exchange ratio applicable to amounts withheld
      in a currency other than U.S. dollars, establish additional terms,
      conditions, rules or procedures to accommodate the rules or laws of
      applicable foreign jurisdictions, permit payroll withholding in excess of
      the amount designated by a Participant in order to adjust for delays or
      mistakes in the Company's processing of properly completed withholding
      elections, establish reasonable waiting and adjustment periods and/or
      accounting and crediting procedures to ensure that amounts applied toward
      the purchase of Common Stock for each Participant properly correspond with
      amounts withheld from the Participant's Compensation, and establish such
      other limitations or procedures as the Administrator determines in its
      sole discretion advisable and which are consistent with the
      Plan.

              


      

      


      20.           Notices.
All notices or other communications by a Participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Administrator at the location, or by the person,
designated by the Administrator for the receipt thereof.

      


      21.           Conditions Upon
Issuance of Shares. Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an option, the Company may require
the Participant to represent and warrant at the time of any such exercise that
the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
Applicable Laws.

      


      22.           Term of
Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the stockholders of the Company. It
shall continue in effect for a term of seven (7) years unless sooner
terminated under Section 19.

      


      23.           Stockholder
Approval. Continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the
date the Plan is adopted. Such stockholder approval shall be obtained in the
degree and manner required under Applicable Laws.

      


      24.           No Employment
Rights. The Plan does not, directly or indirectly, create any right for
the benefit of any employee or class of employees to purchase any shares under
the Plan, or create in any employee or class of employees any right with respect
to continuation of employment by the Company or a Designated Parent or
Subsidiary, and it shall not be deemed to interfere in any way with such
employer's right to terminate, or otherwise modify, an employee's employment at
any time.

      


      25.           No Effect on
Retirement and Other Benefit Plans. Except as specifically provided in a
retirement or other benefit plan of the Company or a Designated Parent or
Subsidiary, participation in the Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the
Company or a Designated Parent or Subsidiary, and shall not affect any benefits
under any other benefit plan of any kind or any benefit plan subsequently
instituted under which the availability or amount of benefits is related to
level of compensation. The Plan is not a "Retirement Plan" or "Welfare Plan"
under the Employee Retirement Income Security Act of 1974, as
amended.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      


      26.           Effect of
Plan. The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Participant,
including, without limitation, such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of such
Participant.

      


      27.           Governing
Law. The Plan is to be construed in accordance with and governed by the
internal laws of the State of Delaware without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of Delaware to the rights and duties of the
parties, except to the extent the internal laws of the State of Delaware are
superseded by the laws of the United States. Should any provision of the Plan be
determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain
enforceable.

      


      28.           Dispute
Resolution. The provisions of this Section 28 (and as restated in
the Subscription Agreement) shall be the exclusive means of resolving disputes
arising out of or relating to the Plan. The Company and the Participant, or
their respective successors (the "parties"), shall attempt in good faith to
resolve any disputes arising out of or relating to the Plan by negotiation
between individuals who have authority to settle the controversy. Negotiations
shall be commenced by either party by notice of a written statement of the
party's position and the name and title of the individual who will represent the
party. Within thirty (30) days of the written notification, the parties
shall meet at a mutually acceptable time and place, and thereafter as often as
they reasonably deem necessary, to resolve the dispute. If the dispute has not
been resolved by negotiation, the parties agree that any suit, action, or
proceeding arising out of or relating to the Plan shall be brought in the United
States District Court for the District of New Jersey (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a New Jersey state
court in Passaic County) and that the parties shall submit to the jurisdiction
of such court. The parties irrevocably waive, to the fullest extent permitted by
law, any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
PROCEEDING. If any one or more provisions of this Section 28 shall for any
reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary
to make it or its application valid and enforceable.

      


      29.           Additional
Restrictions of Rule 16b-3. The terms and conditions of options
granted hereunder to, and the purchase of share of Common Stock by, persons
subject to Section 16 of the Exchange Act shall comply with the applicable
provisions of Rule 16b-3. This Plan shall be deemed to contain, and such
options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by
Rule 16b-3 to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      Exhibit A

      MDU
Communications International, Inc.–2009 Employee Stock Purchase
Plan

      SUBSCRIPTION
AGREEMENT

      Effective
with the Offer Period beginning on:  _________ __, 20__

      


      
        	
                1.

              	
                Personal
      Information.

              


      

      


      
        	
                Legal
      Name (Please Print):

              	
                Daytime
      Telephone:

              
	 
      
	
                Street
      Address:

              	
                Home
      Telephone:

              
	 
      
	
                City,
      State, Country, Zip/Postal:

              	 
      
	 
      
	
                Social
      Security No.:

              	 
      


      

      


      
        	
                2.

              	
                Eligibility.
      Any Employee whose customary employment is more than 20 hours per
      week and more than 5 months per calendar year, who has been an
      Employee for more than 6 consecutive calendar months and who does not hold
      (directly or indirectly) five percent (5%) or more of the combined voting
      power of the Company, a parent or a subsidiary, whether in stock or
      options to acquire stock is eligible to participate in the MDU
      Communications International, Inc. 2009 Employee Stock Purchase Plan
      (the "ESPP"); provided, however, that Employees who are subject to the
      rules or laws of a foreign jurisdiction that prohibit or make impractical
      the participation of such Employees in the ESPP are not eligible to
      participate.

              


      

      


      
        	
                3.

              	
                Definitions.
      Each capitalized term in this Subscription Agreement shall have the
      meaning set forth in the ESPP.

              


      

      


      
        	
                4.

              	
                Subscription.
      I hereby elect to participate in the ESPP and subscribe to purchase shares
      of the Company's Common Stock in accordance with this Subscription
      Agreement and the ESPP. I have received a complete copy of the ESPP and a
      prospectus describing the ESPP and understand that my participation in the
      ESPP is in all respects subject to the terms of the ESPP. The
      effectiveness of this Subscription Agreement is dependent on my
      eligibility to participate in the
ESPP.

              


      

      


      
        	
                5.

              	
                Payroll
      Deduction Authorization. I hereby authorize payroll deductions from my
      Compensation during the Offer Period in the percentage specified below
      (payroll reductions may not exceed 50% of salary and 100% of bonus and
      other Compensation, subject to the overall limitation of no more than
      $25,000 per calendar year):

              


      

      


      
        	
                Percentage
      of Salary to be Deducted:

              	
                %

              
	
                Percentage
      of Bonus and other Compensation:

              	
                %

              


      

      


      
        	
                6.

              	
                ESPP
      Accounts and Purchase Price. I understand that all payroll deductions will
      be credited to my account under the ESPP. No additional payments may be
      made to my account. No interest will be credited on funds held in the
      account at any time including any refund of the account caused by
      withdrawal from the ESPP. All payroll deductions shall be accumulated for
      the purchase of Company Common Stock at the applicable Purchase Price
      determined in accordance with the
ESPP.

              


      

      


      
        	
                7.

              	
                Withdrawal
      and Changes in Payroll Deduction. I understand that I may discontinue my
      participation in the ESPP at any time prior to an Exercise Date as
      provided in Section 10 of the ESPP, any accumulated payroll
      deductions will be applied automatically to purchase Company Common Stock.
      I may increase or decrease the rate of my payroll deductions in whole
      percentage increments to not less than one percent (1%) on one occasion
      during any Purchase Period by completing and timely filing a Change of
      Status Notice. Any increase or decrease will be effective for the full
      payroll period occurring after three (3) business days from the
      Company's receipt of the Change of Status
  Notice.

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      
        	
                8.

              	
                Perpetual
      Subscription. I understand that this Subscription Agreement shall remain
      in effect for successive Offer Periods until I withdraw from participation
      in the ESPP, or termination of the
ESPP.

              


      

      


      
        	
                9.

              	
                Taxes.
      I have reviewed the ESPP prospectus discussion of the federal tax
      consequences of participation in the ESPP and consulted with tax
      consultants as I deemed advisable prior to my participation in the ESPP. I
      hereby agree to notify the Company in writing within fifteen
      (15) days of any disposition (transfer or sale) of any shares
      purchased under the ESPP if such disposition occurs within two
      (2) years of the Enrollment Date (the first day of the Offer Period
      during which the shares were purchased) or within one (1) year of the
      Exercise Date (the date I purchased such shares), and I will make adequate
      provision to the Company for foreign, federal, state or other tax
      withholding obligations, if any, which arise upon the disposition of the
      shares. In addition, the Company may withhold from my Compensation any
      amount necessary to meet applicable tax withholding obligations incident
      to my participation in the ESPP, including any withholding necessary to
      make available to the Company any tax deductions or benefits contingent on
      such withholding.

              


      

      


      
        	
                10.

              	
                Dispute
      Resolution. The provisions of this Section 10 and Section 28 of
      the ESPP shall be the exclusive means of resolving disputes arising out of
      or relating to the Plan. The Company and I, or our respective successors
      (the "parties"), shall attempt in good faith to resolve any disputes
      arising out of or relating to the Plan by negotiation between individuals
      who have authority to settle the controversy. Negotiations shall be
      commenced by either party by notice of a written statement of the party's
      position and the name and title of the individual who will represent the
      party. Within thirty (30) days of the written notification, the
      parties shall meet at a mutually acceptable time and place, and thereafter
      as often as they reasonably deem necessary, to resolve the dispute. If the
      dispute has not been resolved by negotiation, the Company and I agree that
      any suit, action, or proceeding arising out of or relating to the Plan
      shall be brought in the United States District Court for the District of
      New Jersey (or should such court lack jurisdiction to hear such action,
      suit or proceeding, in a New Jersey state court in Passaic County) and
      that we shall submit to the jurisdiction of such court. The Company and I
      irrevocably waive, to the fullest extent permitted by law, any objection
      we may have to the laying of venue for any such suit, action or proceeding
      brought in such court. THE COMPANY AND I ALSO EXPRESSLY WAIVE ANY RIGHT WE
      HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.
      If any one or more provisions of this Section 10 or Section 28
      of the ESPP shall for any reason be held invalid or unenforceable, it is
      the specific intent of the Company and I that such provisions shall be
      modified to the minimum extent necessary to make it or its application
      valid and enforceable.

              


      

      


      
        	
                11.

              	
                Designation
      of Beneficiary. In the event of my death, I hereby designate the following
      person or trust as my beneficiary to receive all payments and shares due
      to me under the ESPP:

              


      

      


      
        	
                Beneficiary
      (please print):

              
	 
      
	
                Relationship
      to Beneficiary (if any):

              
	 
      
	
                Street
      Address of Beneficiary:

              
	 
      
	
                City,
      State, Country, Zip/Postal:

              
	 
      
	
                Social
      Security Number of Beneficiary:

              


      

      


      
        	
                12.

              	
                Termination
      of ESPP. I understand that the Company has the right, exercisable in its
      sole discretion, to amend or terminate the ESPP at any time, and a
      termination may be effective as early as an Exercise Date, including the
      establishment of an alternative date for an Exercise Date within each
      outstanding Offer Period.

              


      

      


      
        	
                Date:
      ____________

              	
                Employee
      Signature:
  ____________________________________________

              


      

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      Exhibit B

      MDU
Communications International, Inc.–2009 Employee Stock Purchase
Plan

      CHANGE
OF STATUS NOTICE

      


      
        	
                Participant
      Name (Please Print):

              	 
	 
      	 
	
                Social
      Security Number:

              	 
	 
      	 
      	 
	
                

              	
                Withdrawal
      and Purchase of Common Stock:

              	 
	 
      	
                I
      hereby withdraw from the MDU Communications International, Inc. 2009
      Employee Stock Purchase Plan (the "ESPP") and agree that my option and
      payroll deduction under the applicable Offer Period will be automatically
      terminated and all accumulated payroll deductions credited to my account
      will be applied to the purchase of Common Stock. No further payroll
      deductions will be made for the purchase of shares in the applicable Offer
      Period and I shall be eligible to participate in a future Offer Period
      only by timely delivery to the Company of a new Subscription
      Agreement.

                 

              
	
                

              	
                Change
      in Payroll Deduction:

              	 
	 
      	
                I
      hereby elect to change my rate of payroll deduction under the ESPP as
      follows:

              	 
	 	 	 
	 	      
                Percentage
      of Salary to be Deducted:

              	%
	 	      
                Percentage
      of Bonus and other Compensation to be Deducted:

              	%


      

       

      
        	 
      	
                An
      increase or a decrease in payroll deduction will be effective for the
      first full payroll period commencing no fewer than three (3) business
      days following the Company's receipt of this notice, unless this change is
      processed more quickly.

                 

              
	
                

              	
                Change
      of
      Beneficiary:                 I
      am
      single                 I
      am married

                 

              
	 
      	
                This
      change of beneficiary shall terminate my previous beneficiary designation
      under the ESPP. In the event of my death, I hereby designate the following
      person or trust as my beneficiary to receive all payments and shares due
      to me under the ESPP:

              


      

      


      
        	 
      	
                New
      Beneficiary (please print):

              
	 
      	 
      	 
      
	 
      	
                Relationship
      to Beneficiary (if any):

              
	 
      	 
      	 
      
	 
      	
                Street
      Address of Beneficiary:

              
	 
      	 
      	 
      
	 
      	
                City,
      State, Country, Zip/Postal:

              
	 
      	 
      	 
      
	 
      	
                Social
      Security Number of Beneficiary:

              
	 	 	 
	 	      
                Date:
      ________________

              	      
                Employee
      Signature:
      ____________________________________________________________

              


      

       

      
        
           

        

        
          12