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.
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 • 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.
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.
ContractElandia International Inc. • January 10th, 2008 • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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.
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. ELANDIA, INC. LATIN NODE, INC. and EACH ELIGIBLE SUBSIDIARY NAMED HEREIN Dated: June 29, 2007Security Agreement • January 10th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York
This Security Agreement is made as of June 29, 2007 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), ELANDIA, INC, a Delaware corporation (“the Parent”), LATIN NODE, INC., a Florida corporation (“Latin”) and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”); Latin and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • January 10th, 2008 • Elandia International Inc. • Telephone communications (no radiotelephone) • New York
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of June 29, 2007 by and among LATIN NODE, INC., a Florida corporation (“Latin Node”), LATIN NODE LLC, a Florida limited liability company (“Latin LLC”), ELANDIA, INC., a Delaware corporation (“Elandia”), Latin Node Europe, GmbH, a corporation formed under the laws of Germany (“Latin Europe”) and RETAIL AMERICAS VOIP, LLC, a Delaware limited liability company (“Retail Americas”, together with Latin Node, Latin LLC, Latin Europe and Elandia, each a “Pledgor”, collectively the “Pledgors”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”).
