HAVE BEEN GIVEN WHEN RECEIVED.
7.2
THE COMPANY COVENANTS TO TIMELY FILE (OR
OBTAIN EXTENSIONS IN RESPECT THEREOF AND FILE WITHIN THE APPLICABLE GRACE
PERIOD) ALL REPORTS REQUIRED TO BE FILED BY THE COMPANY PURSUANT TO ALL
APPLICABLE SECURITIES LAWS, INCLUDING THE EXCHANGE ACT. AT ANY TIME IF THE
COMPANY IS NOT REQUIRED TO FILE REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE
AND FURNISH TO THE HOLDER AND MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH
PARAGRAPH (C) OF RULE 144 SUCH INFORMATION AS IS REQUIRED FOR THE INVESTOR TO
SELL SUCH SHARES AS IT CAN UNDER RULE 144. THE COMPANY FURTHER COVENANTS THAT IT
WILL TAKE SUCH FURTHER ACTION AS HOLDER MAY REASONABLY REQUEST TO SATISFY THE
PROVISIONS OF RULE 144 APPLICABLE TO THE ISSUER OF SECURITIES RELATING TO
TRANSACTIONS FOR THE SALE OF SECURITIES PURSUANT TO RULE 144.
7.3
UNLESS EACH HOLDER HAS GIVEN HIS APPROVAL,
THIS STOCK PURCHASE AGREEMENT SHALL NOT BE CHANGED, MODIFIED OR AMENDED AND MAY
NOT BE DISCHARGED EXCEPT BY PERFORMANCE IN ACCORDANCE WITH ITS TERMS.
7.4
THIS STOCK PURCHASE AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND TO THEIR
RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS. THIS STOCK
PURCHASE AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER HEREOF AND MERGES AND SUPERSEDES ALL PRIOR
DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF ANY AND EVERY NATURE AMONG THEM.
7.5
NOTWITHSTANDING THE PLACE WHERE THIS
AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
7.6
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS.
7.7
THE HOLDING OF ANY PROVISION OF THIS
AGREEMENT TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION
SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN
FULL FORCE AND EFFECT.
7.8
IT IS AGREED THAT A WAIVER BY EITHER PARTY
OF A BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE, OR BE
CONSTRUED, AS A WAIVER OF ANY SUBSEQUENT BREACH BY THAT SAME PARTY.
7.9
THE PARTIES AGREE TO EXECUTE AND DELIVER ALL
SUCH FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS AND TAKE SUCH OTHER AND
FURTHER ACTION AS MAY BE NECESSARY OR APPROPRIATE TO CARRY OUT THE PURPOSES AND
INTENT OF THIS AGREEMENT.
7.10
WHENEVER THE CONTEXT OF THIS AGREEMENT REQUIRES,
THE GENDER OF ALL WORDS HEREIN SHALL INCLUDE THE MASCULINE, FEMININE, AND
NEUTER, AND THE NUMBER OF ALL WORDS HEREIN SHALL INCLUDE THE SINGULAR AND
PLURAL.
(Signature(s) on following page.)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
MDI, INC.
/s/ J. Collier Sparks
By:
J. Collier Sparks
Title:
President and CEO
Date:
September 8, 2009
ALMANA NETWORKS INTERNATIONAL, INC.
By:
/s/ John Linton
Name:
John Linton
Title:
Officer
ALMANA NETWORKS SOLUTIONS
By:
/s/ Swaraj Kumar
Name:
Swaraj Kumar
Title:
CEO
LINTON