0001193125-11-146907 Sample Contracts

GOVERNMENT OF SAMOA SHARE SALE AND PURCHASE AGREEMENT January 21, 2011
Share 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”)

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CREDIT AGREEMENT
Credit Agreement • May 23rd, 2011 • Elandia International Inc. • Telephone communications (no radiotelephone)

This CREDIT AGREEMENT is entered into this 12th day of April, 2011 (hereinafter, the “Effective Date”) by and between MEDIDATA INFORMATICA S.A. (hereinafter the “Lender”), Rodrigo Brito 13, Rio de Janeiro, Brazil and ELANDIA INTERNATIONAL, Inc. Elandia International, Inc. (hereinafter the “Borrower”), 8200 NW 52 Terr., Ste. 102, Miami, FL 33166;

CONTINUING GUARANTY by ELANDIA INTERNATIONAL INC. as Guarantor ANZ FINANCE AMERICAN SAMOA, INC. as Agent for ANZ AMERIKA SAMOA BANK and ANZ FINANCE AMERICAN SAMOA, INC Lender March 31, 2011
Elandia International Inc. • May 23rd, 2011 • Telephone communications (no radiotelephone) • American Samoa

THIS CONTINUING GUARANTY (the “Guaranty”) is made as of the 31st day of March, 2011, by ELANDIA INTERNATIONAL INC., a Delaware corporation (“Guarantor”), for the benefit of ANZ FINANCE AMERICAN SAMOA, INC., an American Samoa corporation as agent (“Agent”) for ANZ AMERIKA SAMOA BANK, an American Samoa corporation and ANZ FINANCE AMERICAN SAMOA, INC. (individually and collectively, the “Lender”).

LOAN AGREEMENT among AST TELECOM, LLC as Borrower ANZ FINANCE AMERICAN SAMOA, INC. ANZ AMERIKA SAMOA BANK as Lenders and ANZ FINANCE AMERICAN SAMOA, INC. as Agent March 31, 2011
Loan Agreement • May 23rd, 2011 • Elandia International Inc. • Telephone communications (no radiotelephone) • American Samoa

THIS LOAN AGREEMENT (the “Agreement”) is made as of the 31st day of March, 2011, by and between AST TELECOM, LLC, a Delaware limited liability company (the “Borrower”), ANZ FINANCE AMERICAN SAMOA, INC., an American Samoa corporation (the “ANZ Finance”), ANZ AMERIKA SAMOA BANK, an American Samoa corporation (“ANZ Bank” and together with ANZ Finance, the “Lenders” and each a “Lender”), and ANZ FINANCE AMERICAN SAMOA, INC., an American Samoa corporation, as agent for the Lenders (in such capacity, the “Agent”).

AMENDMENT TO SHARE SALE AND PURCHASE AGREEMENT
Share 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”).

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