REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, Elandia, Inc., the Company, and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrants referred to therein.
ELANDIA INTERNATIONAL INC. a Delaware corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 5, 2008 (the “Agreement”), is entered into by and among eLandia International Inc., a Delaware corporation (the “Company”), and Stanford International Bank Ltd., a banking corporation organized under the laws of Antigua and Barbuda (the “Investor”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as hereinafter defined);
GUARANTYElandia International Inc. • January 10th, 2008 • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Latin Node, Inc., a Florida corporation, Latin Node LLC, a Florida limited liability company, Latinode Communications Corporation, a Florida corporation, Nsite Software, LLC, a Florida limited liability company, Tropical Star Communications, Inc., a Florida corporation, TS Telecommunications, Inc., a Florida corporation and Total Solutions Telecom Inc., a Florida corporation (each a “Debtor”, collectively, “Debtors”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 18th, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of January 14, 2007, between Elandia, Inc., a Delaware corporation, (the “Company”), whose principal place of business is 1500 Cordova Road, Suite 312, Fort Lauderdale, Florida 33316, and Michael Ah Koy, an individual (the “Executive”), whose address is 1 Sunrise Avenue, Mairangi Bay, Aukland, New Zealand.
OFFICER FORM] INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this day of , 2008, by and between eLandia International Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of July 23, 2007 (the “Effective Date”), between ELANDIA, INC., a Delaware corporation, (the “Company”), with a principal place of business at 1500 Cordova Road, Suite 312, Fort Lauderdale, Florida 33316 and John M. Hamm, an individual (the “Executive”), whose address is 4218 Claremont Terrace, Kennesaw, Georgia, 30144.
ELANDIA INTERNATIONAL INC. a Delaware corporation PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • November 28th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
LICENSE AGREEMENTLicense Agreement • August 25th, 2006 • Elandia, Inc. • Telephone communications (no radiotelephone) • Virgin Islands
This License Agreement (“License”) made as of the 1st day of April, 2006 (the “Date of this Agreement”), between Tower Top Investments, Inc., a Virgin Islands Corporation, with tax ID number 66-0521939 (hereinafter called “Licensor”) and its successors and assigns, and Elandia Solutions, Inc., a corporation organized and existing under the laws of the State of Florida, with tax ID number 14-1894700 (hereinafter called “Licensee”) and its successors and assigns.
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN...Elandia International Inc. • November 28th, 2007 • Telephone communications (no radiotelephone) • Florida
THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 21, 2007 BETWEEN THE COMPANY AND STANFORD INTERNATIONAL BANK LTD., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 22nd, 2011 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered March 31, 2011, (the “Effective Date”), between ELANDIA INTERNATIONAL, INC., a Delaware corporation (the “Company”), and PEDRO R. PIZARRO, an individual (the “Executive”).
FORM OF STOCK PURCHASE AGREEMENT [ENGLISH TRANSLATION] STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 22nd, 2012 • Elandia International Inc. • Telephone communications (no radiotelephone)
Amper, S. A., a Spanish corporation with its principal place of business located at Parque Tecnológico de Madrid, calle Marconi número 3, 28760 TRES CANTOS de Madrid (España) and CIF number A-28079226 (“AMPER” or the “Purchaser”), hereby duly represented.
LOAN AGREEMENT among AMERICAN SAMOA HAWAII CABLE, LLC and SAMOA AMERICAN CABLE, LLC as Borrower and ANZ FINANCE AMERICAN SAMOA, INC. ANZ AMERIKA SAMOA BANK as Lenders and ANZ AMERIKA SAMOA BANK as Agent June 8, 2009Loan Agreement • August 14th, 2009 • Elandia International Inc. • Telephone communications (no radiotelephone) • American Samoa
THIS LOAN AGREEMENT (the “Agreement”) is made as of the 8th day of June, 2009, by and between AMERICAN SAMOA HAWAII CABLE, LLC, a Delaware limited liability company (“ASHC”) and SAMOA AMERICAN SAMOA CABLE, LLC, a Delaware limited liability company (“SASC”), a wholly owned subsidiary of ASHC, jointly and severally (individually and collectively, the “Borrower”), and ANZ FINANCE AMERICAN SAMOA, INC., an American Samoa corporation (“ANZ Finance”), ANZ AMERIKA SAMOA BANK (“ANZ Bank”) and together with ANZ Finance, the “Lenders” and each a “Lender”), and ANZ AMERIKA SAMOA BANK as agent for Lenders (in such capacity, the “Agent”).
SECURITY AGREEMENTSecurity Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS SECURITY AGREEMENT (“Security Agreement”), dated as of October 25, 2004, by and among by and among CENTRA INDUSTRIES, INC., a Delaware corporation (“Centra”) and MIDWEST CABLE COMMUNICATIONS OF ARKANSAS, INC., an Arkansas corporation (“Midwest” and together with Centra collectively referred to as the “Debtor”), and STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Secured Party”).
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • August 16th, 2010 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York
This Strategic Alliance Agreement (this “Agreement”) is entered into as of May 24, 2010 (hereinafter, the “Effective Date”) by and among (i) AMPER, S.A. (“Amper”), and (ii) ELANDIA INTERNATIONAL, INC. (hereinafter, “Elandia”) and; ELANDIA/DESCA HOLDINGS LLC (hereinafter, “Desca Holdings”) (Elandia and Desca Holdings, collectively, the “Elandia Parties”).
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS AGREEMENT is made and entered into effective this 29th day of July, 2005, by and between eLandia Solutions, Inc., a Delaware corporation, (the “Company”), and Harley L. “Mike” Rollins (the “Subscriber”).
NEITHER THIS WARRANT NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN...Convertible Note Purchase Agreement • June 29th, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS WARRANT IS SUBJECT TO THE TERMS OF THE CONVERTIBLE NOTE PURCHASE AGREEMENT, DATED AS OF FEBRUARY 16, 2007 BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT.
LEASE AGREEMENTLease Agreement • February 13th, 2006 • Elandia, Inc.
AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENTShare Sale and Purchase Agreement • May 23rd, 2011 • Elandia International Inc. • Telephone communications (no radiotelephone)
THIS AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT (“Amendment”) is made on this 31st day of March 2011, by and between THE GOVERNMENT OF THE INDEPENDENT STATE OF SAMOA, acting by and through the Minister of Finance, the Honourable Faumuina Tiatia Liuga (hereinafter referred to as the “Seller”), AST Telecom, LLC, a Delaware limited liability company (“AST”) and Bluesky SamoaTel Investments Limited, a Samoa limited liability company (“BSI”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS STOCK PLEDGE AGREEMENT is made and entered into as of the 16 day of February, 2007, by LATIN NODE, INC., a Florida corporation, LATIN NODE, LLC, a Florida limited liability company, and LATIN NODE EUROPE, GMBH, a German company (jointly, severally and collectively, hereinafter called “Pledgor”), all of whose chief executive office is located at 9800 NW 41 St., #200, Miami, FL 33178, in favor of ELANDIA, INC., and its successors and assigns (hereinafter called “Secured Party”), whose address is 1500 Cordova Road, #312, Ft. Lauderdale, FL 33316.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of 16th day of February, 2007, between ELANDIA, INC., a Delaware corporation (the “Company”), and STANFORD INTERNATIONAL BANK LIMITED, a corporation organized under the laws of Antigua and Barbuda (the “Purchaser”).
LEASELease Agreement • August 25th, 2006 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
This Lease Agreement is made and entered into as of this 30th day of January, 2004, by and between Southern Centers Associates I L.P., a Delaware limited partnership (“LANDLORD”) with an address of 1500 Cordova Road, Suite 310, Fort Lauderdale, FL 33316 and Elandia Solutions, LLC. (“TENANT”) with an address of 1500 Cordova Road, Suite 300, Fort Lauderdale, Florida 33316 for Premises known as and located at 1500 Cordova Road, Suite 300, Fort Lauderdale, Florida 33316 comprising 2,302 +/- rentable square feet of office space (“PREMISES”).
CREDIT AGREEMENT $5,500,000 Credit Facility by and among ELANDIA, INC., A Delaware corporation and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation Dated as of October 2, 2007Credit Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone)
THIS CREDIT AGREEMENT (the “Agreement”), dated as of October 2, 2007 (the “Effective Date”), is made by and between ELANDIA, INC., a Delaware corporation (referred to herein as the “Borrower”) and STANFORD INTERNATIONAL LTD., an Antiguan banking corporation (the “Lender”).
PURCHASE AGREEMENT between ELANDIA TECHNOLOGIES, INC. (“Seller”) and CHICKASAW WIRELESS, INC. (“Purchaser”) Dated as of October 20, 2006Purchase Agreement • February 20th, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • New York
PURCHASE AGREEMENT, dated as of October 20, 2006, between ELANDIA TECHNOLOGIES, INC., (“Seller”), and CHICKASAW WIRELESS, INC. (“Purchaser”).
VOTING TRUST AGREEMENTVoting Trust Agreement • February 6th, 2009 • Elandia International Inc. • Telephone communications (no radiotelephone) • Delaware
VOTING TRUST AGREEMENT (this “Agreement”) made as of the 6th day of February, 2009, by and between Pete R. Pizarro (hereinafter sometimes referred to, together with his successor in trust, as the “Trustee”), Stanford International Bank Ltd. (hereinafter sometimes referred to as the “Shareholder”), and, for purposes of certain provisions of this Agreement only, eLandia International Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT $20,000,000 Credit Facility by and among as Borrowers: LATIN NODE, INC., a Florida corporation; LATIN NODE, LLC, a Florida limited liability company; LATINODE COMMUNICATIONS CORPORATION, a Florida corporation; NSITE SOFTWARE, LLC, a...Credit Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone)
THIS CREDIT AGREEMENT (this “Agreement”), dated as of February 16, 2007 (the “Effective Date”), is made by and among the following parties:
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 6th, 2009 • Elandia International Inc. • Telephone communications (no radiotelephone)
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT dated as of February 6, 2009 (the “Amendment”), is entered into by and between ELANDIA INTERNATIONAL INC., a Delaware corporation (the “Company”) and PETE R. PIZARRO, an individual (the “Executive”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings assigned to them in the Original Employment Agreement (defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2006 • Elandia, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this day of , 2005, by and between eLandia Solutions, Inc., a Delaware corporation (together with its subsidiaries the “Company”), and Harley L. Rollins (the “Indemnitee”).
GOVERNMENT OF SAMOA SHARE SALE AND PURCHASE AGREEMENT January 21, 2011Share Sale and Purchase Agreement • May 23rd, 2011 • Elandia International Inc. • Telephone communications (no radiotelephone)
THIS SHARE SALE AND PURCHASE AGREEMENT (“Agreement”) is made on this 21st day of January 2010, by and between THE GOVERNMENT OF THE INDEPENDENT STATE OF SAMOA, acting by and through the Minister of Finance, the Honourable Niko Lee Hang (hereinafter referred to as the “Seller”), and AST Telecom L.L.C a duly incorporated company having its principal office at 78 Laufou Shopping Ctr., Pago Pago, American Samoa 96799 (hereinafter referred to as the “Buyer”)
ContractOther Companies • January 10th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO LATIN NODE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2009 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of February 6, 2009 (the “Effective Date”), is entered into by and between ELANDIA INTERNATIONAL INC., a Delaware corporation (the “Borrower”), and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (the “Lender”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings assigned to them in the Credit Agreement (defined below).
AMENDED & RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 25th, 2006 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS MANAGEMENT AGREEMENT (the “Agreement”) is effective as of January 31, 2006 (the “Commencement Date”), between AST Telecom, LLC, a Delaware limited liability company (the “Company”) and Level Best, Inc., an American Samoa corporation (the “LBI”).
RENEWAL REVOLVER NOTERenewal Revolver Note • February 13th, 2006 • Elandia, Inc.
This Renewal Revolver Note (the “Note”) renews, replaces and supersedes that certain Revolver Note, dated as of May 20, 2004, as amended, executed by the Borrower in favor of the Lender which upon execution hereof shall be marked cancelled and returned to the Borrower.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CENTRA INDUSTRIES, INC., a Delaware corporation CENTRA ACQUISITION, INC., a Delaware corporation eLANDIA SOLUTIONS INCORPORATED, a Delaware corporation STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware...Agreement and Plan of Merger • August 25th, 2006 • Elandia, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), is made and entered into as of this 20th day of May, 2004, by and among CENTRA INDUSTRIES, INC., a Delaware corporation (“Centra”), CENTRA ACQUISITION, INC., a Delaware corporation and wholly owned subsidiary of Centra (“Centra Acquisition”), ELANDIA SOLUTIONS INCORPORATED, a Delaware corporation (“eLandia”), STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation (“SVCH”), the stockholders of eLandia listed on the signature page hereto who collectively own 100% of the issued and outstanding common stock of eLandia (“eLandia Stockholders”). Centra Acquisition and eLandia are sometimes hereinafter referred to collectively as the “Companies” or individually as a “Company”.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 13th, 2006 • Elandia, Inc. • Florida
WHEREAS, the parties entered into that certain Agreement and Plan of Merger, dated July 25, 2005 (the “Merger Agreement”); the parties desire to amend and restate the terms and provisions of the Merger Agreement as modified hereby;
SECURITY AGREEMENTSecurity Agreement • February 8th, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
SECURITY AGREEMENT, dated as of February 5, 2007 (this “Agreement”), by and among LATIN NODE, INC., a Florida corporation (together with its successors and assigns, “Debtor”), each subsidiary of Debtor listed on the signature pages hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and Debtor are referred to collectively herein as the “Grantors”) and ELANDIA, INC. (“Lender”).
