EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of July 1, 2005, between eLandia Solutions, Inc., a Delaware corporation, (the “Company”), whose principal place of business is 1500 Cordova Road, Suite 300, Fort Lauderdale, Florida 33316 and Harley L. Rollins, an individual (the “Executive”), whose address is 1561 NW 101 Way, Plantation, Florida 33322.
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”).
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”).
LEASE AGREEMENTLease Agreement • February 13th, 2006 • Elandia, Inc.
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”).
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.
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;
CENTRA INDUSTRIES, INC. SECURED REVOLVER NOTEElandia, Inc. • February 13th, 2006
This Note is secured by the Collateral as such term is defined in that certain Security Agreement dated as of the date hereof and entered into by and between Borrower and Lender, and Lender is and shall be entitled to all benefits thereof and of all Financing Documents executed and delivered in connection therewith. The provisions of the Security Agreement are incorporated herein by this reference. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Security Agreement.
Memorandum of Agreement between Stanford International Bank Ltd(“Stanford”) and Kelton Investments Ltd (“Kelton”). Dated this day of August 2005Memorandum of Agreement • February 13th, 2006 • Elandia, Inc.
[a] Stanford and Kelton jointly own shares in eLandia Solutions, Inc. (the “company”); a company that has recently completed an arrangement under New Brunswick law with Datec Group Ltd (“Datec”) and consummated a merger with AST Telecom LLC.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 20th day of May, 2004 by and between eLandia Solutions, Inc., a Delaware corporation (the “Company”) and Sidney D. “Trip” Camper (the “Employee”)
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • February 13th, 2006 • Elandia, Inc.
Distributor Agreement Prepared for Datec (PNG) Ltd PAPUA NEW GUINEA Canon Australia Pty Ltd Business Imaging Solutions Group AUSTRALIA Phone: +61 2 9805 2381 Fax: +61 2 8873 8509Distributor Agreement • February 13th, 2006 • Elandia, Inc. • New South Wales
CO-SALE AND FIRST REFUSAL AGREEMENTCo-Sale and First Refusal Agreement • February 13th, 2006 • Elandia, Inc. • Delaware
This CO-SALE AND FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of , 2005, by and between Stanford International Bank, Ltd., an Antiguan corporation (“Stanford”) and W&R South Pacific, L.P., a Washington limited partnership (“W&R”). This Agreement shall become effective as of the Closing (as defined therein) of that certain Agreement and Plan of Merger dated as of July 25, 2005 among eLandia Solutions, Inc., a Delaware corporation (the “Company”), eLandia AST Acquisition, Inc., a Delaware corporation (“Merger Sub”), AST Telecom, L.L.C., a Delaware limited liability company (“AST”), Stanford and W&R (the “Merger Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.
CONTRACT BETWEEN SAGRIC INTERNATIONAL PTY. LTD (ACN 007 889 081) AND Datec (PNG) Ltd Company Registration No 1-14813 IN RELATION TO PNG EDUCATION CAPACITY BUILDING PROGRAM INFORMATION TECHNOLOGY MANAGEMENT AND SUPPORT SERVICES ACTIVITY APRIL 2005Contract • February 13th, 2006 • Elandia, Inc. • South Australia
SAGRIC INTERNATIONAL PTY LTD (ACN 007 889 081) having its head office at Adelaide in the State of South Australia (in this Contract called “SAGRIC”) of the one part
AMENDED AND RESTATED ARRANGEMENT AGREEMENTArrangement Agreement • February 13th, 2006 • Elandia, Inc. • New Brunswick
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 19, 2003 (the “Commencement Date”), is between eLandia Solutions Incorporated, a Delaware corporation, with its principal executive offices at 4005 Windward Plaza Drive, 5th Floor - Suite 520, Alpharetta, Georgia 30005 (the “Company”), and Sidney D. “Trip” Camper, an individual resident at 2708 Barcelona Drive, Fort Lauderdale, Florida 33335 (“Employee”).
Network Management Outsourcing Agreement Bank of South Pacific Ltd Network Management Outsourcing AgreementManagement Outsourcing Agreement • February 13th, 2006 • Elandia, Inc. • Papua
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2006 • Elandia, Inc.
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of November 24, 2004 (the “Amendment”), is entered into by and between ELANDIA SOLUTIONS INCORPORATED, a Delaware corporation (“Borrower”) and STANFORD VENTURE CAPITAL HOLDINGS, INC. and its successors and assigns (the “Lender”). All other capitalized terms used in this Amendment and not otherwise defined have the meanings set forth in that certain Loan and Security Agreement dated as of May 20, 2004 (the “Agreement”).
POST-PETITION LOAN AND SECURITY AGREEMENT Dated:Loan and Security Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS POST-PETITION LOAN AND SECURITY AGREEMENT is made on September , 2003, by and between MIDWEST CABLE COMMUNICATION OF ARKANSAS, INC., a Delaware corporation and a Chapter 11 debtor-in-possession (“Borrower”), and STANFORD VENTURE CAPITAL HOLDINGS, INC., a Delaware corporation, (together with its successors and assigns, “Lender”). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions.
TENANCY AGREEMENTTenancy Agreement • February 13th, 2006 • Elandia, Inc.
THIS AGREEMENT is made the 1st day of December 2004 BETWEEN CENTREPOINT LIMITED of PO Box 1430 Honiara (hereinafter called “the landlord”) of the one part and DATEC (SI) LIMITED trading as DATEC (SI) LIMITED of PO Box Honiara, (hereinafter called “the tenant”) of the other part
SHAREHOLDERS’ AGREEMENT For DATEC (PNG) PTY LIMITED Between STEAMSHIPS PTY LIMITED (“Steamships”) And KELTON INVESTMENTS LIMITED (“Kelton”) Gadens Solicitors & Attorneys Investmen Haus Douglas Street PORT MORESBY Telephone: 211033 Facsimile: 211885...Shareholders’ Agreement • February 13th, 2006 • Elandia, Inc. • Papua
AGREEMENT made the 13th day of October 2004Agreement • February 13th, 2006 • Elandia, Inc.
WHEREBY the Lessor agrees to grant and the Lessee agrees to accept a Lease (“ the Lease”) of the Premises (“the Premises”) as described in the Schedule to this Agreement on the following terms and conditions:
LOCK-UP AGREEMENTLock-Up Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS LOCK-UP AGREEMENT dated as of , 2005 (the “Agreement”), is entered into by and between eLandia Solutions, Inc., a Delaware corporation (the “Company”), and the partners of W&R South Pacific, L.P., a Washington limited partnership, (“W&R”) set forth on Schedule I hereto (the “W&R Partners”).
GOVERNMENT OF AMERICAN SAMOA INDEPENDENT CONTRACTOR SERVICE CONTRACT #Government of American Samoa • February 13th, 2006 • Elandia, Inc. • American Samoa
This contract entered into by and between the Government of American Samoa (hereafter GOVERNMENT) and Blue Sky Communications (hereafter CONTRACTOR),
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 13th, 2006 • Elandia, Inc. • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 29th day of July, 2005 by and between ELANDIA SOLUTIONS, INC., a Delaware corporation (the “Company”) and HARLEY L. ROLLINS (the “Employee”);
DEED OF LEASEDeed of Lease • February 13th, 2006 • Elandia, Inc.
LANDLORD: JUSTIN PARKER Trading as J PARKER INVESTMENT, Businessman, of Fugalei (hereinafter called “the Landlord”) of the First part;
