ELANDIA, INC. a Delaware corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 16th day of February, 2007 (the “Agreement”), is entered into by and among Elandia, Inc., a Delaware corporation (the “Company”), Stanford International Bank Limited, a banking corporation organized under the laws of Antigua and Barbuda, and its assigns (the “Investor”) and Stanford Group Company, a Texas corporation. Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as hereinafter defined).
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...Warrant Agreement • March 22nd, 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.
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”).
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:
LATIN NODE, INC. PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone) • Florida
THIS PREFERRED STOCK PURCHASE AGREEMENT, dated as of February 16, 2007 (the “Agreement”), is entered into by and among Latin Node, Inc., a Florida corporation (the “Company”), Retail Americas VoIP, LLC, a Delaware limited liability company (“RAV”), Elandia, Inc., a Delaware corporation (the “Purchaser”), Jorge Granados, an individual (the “Responsible Party”).
SECURITY AGREEMENTSecurity Agreement • March 22nd, 2007 • Elandia, Inc. • Telephone communications (no radiotelephone)
For value received and to secure payment and performance of any and all obligations of Debtor (also referred to herein as “Borrower”) to Secured Party however created, arising or evidenced, whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and whether or not evidenced by a Loan Document (as defined below), including swap agreements (as defined in 11 U.S.C. §101), future advances, and all costs and expenses incurred by Secured Party to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, “Obligations”), Debtor hereby grants to Secured Party a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substitutions thereof and all cash and non cash proceeds and products thereof (collectively, “Collateral”):
