Exhibit 10.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this 8th day of
September, 2009 by and between MDI, Inc., a Delaware corporation, with its
principal office at 12500 Network Blvd., Suite 306, San Antonio, Texas 78249
(the "Company"), Almana Networks International, Inc., a Delaware corporation
("ANI"), and the undersigned Holders (each, a "Holder").
WHEREAS, the Company desires to purchase 1,000 shares of the common stock, par
value $0.01 per share, of ANI (the "ANI Common Stock"), which constitute all of
the issued and outstanding shares of ANI, from the Holders (the "ANI Shares");
WHEREAS, in consideration for the purchase of all the ANI Shares, the Company
will issue an aggregate of 9,500,000 shares of the common stock of the Company,
par value $0.01 per share (the "MDI Common Stock") to the Holders as follows:
(i) 2,500,000 shares of MDI Common Stock subject to a right of repurchase as set
forth below (the "Repurchase Shares"); and (ii) 7,000,000 shares of MDI Common
Stock which shall be held in escrow by the Company and released to the Holders
per the terms of this Agreement (the "Escrow Shares", and together with the
Repurchase Shares, the "Consideration").
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
I.
PURCHASE
OF ANI SHARES AND ISSUANCE
OF CONSIDERATION
1.1
SUBJECT TO THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH, AT THE CLOSING, EACH HOLDER AGREES TO SELL AND TRANSFER
THE NUMBER OF SHARES OF ANI COMMON STOCK SET FORTH ON SCHEDULE A HERETO TO THE
COMPANY, ACCOMPANIED BY ANY NECESSARY STOCK POWERS OR OTHER INSTRUMENTS OF
TRANSFER.
1.2
SUBJECT TO THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH, AND IN CONSIDERATION OF THE SALE AND TRANSFER OF THE
SHARES OF ANI COMMON STOCK REFERENCED IN SECTION 1.1 ABOVE, THE COMPANY AGREES
TO ISSUE TO EACH HOLDER AT CLOSING THE REPURCHASE SHARES SET FORTH ON SCHEDULE A
HERETO.
1.3
AT CLOSING, ONE OR MORE CERTIFICATES
REPRESENTING THE ESCROW SHARES SHALL BE ISSUED IN THE NAME OF THE HOLDERS AS SET
FORTH ON SCHEDULE A HERETO,
WILL BE HELD IN ESCROW BY THE COMPANY AND SHALL
CONSTITUTE AN ESCROW ACCOUNT (THE "ESCROW ACCOUNT") TO BE RELEASED IN
INSTALLMENTS AS MORE FULLY DESCRIBED HEREIN.
(A)
AT THE END OF EACH CALENDAR MONTH AFTER THE
CLOSING DATE, ONE (1) SHARE OF THE ESCROW SHARES FOR EVERY $0.40 IN GROSS MARGIN
PRODUCED BY THE ANI CONTRACTS (AS DEFINED BELOW) SHALL BE RELEASED (THE
"RELEASED SHARES") FROM THE ESCROW ACCOUNT AND DISTRIBUTED TO THE HOLDERS IN ONE
OR MORE STOCK CERTIFICATES REPRESENTING SUCH RELEASED SHARES. THE NUMBER OF
SHARES RELEASED TO EACH HOLDER SHALL BE DETERMINED BY DIVIDING SUCH HOLDER'S
NUMBER OF SHARES ISSUED PURSUANT TO THIS AGREEMENT BY 9,500,000, THEN
MULTIPLYING SUCH NUMBER BY THE TOTAL NUMBER OF RELEASED SHARES. AS USED HEREIN
"GROSS MARGIN" SHALL MEAN THE AMOUNT OF SALES LESS COSTS OF GOODS SOLD. AS USED
HEREIN, "ANI CONTRACTS" SHALL