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Elandia International Inc. – ‘10-12G/A’ on 8/25/06 – ‘EX-9.1’

On:  Friday, 8/25/06, at 5:05pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-6-179990   ·   File #:  0-51805

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/25/06  Elandia International Inc.        10-12G/A¶             18:4.1M                                   Donnelley … Solutions/FA

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Amendment to Registration of Securities (General    HTML   2.75M 
                          Form)                                                  
18: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     46K 
 2: EX-2.4      Agreement and Plan of Merger                        HTML     87K 
 3: EX-9.1      Memorandum of Agreement                             HTML     13K 
 4: EX-10.23    License Agreement Between Tower Top Investments,    HTML     92K 
                          Inc.                                                   
 5: EX-10.32    License Agreement Between Tower Top Investments,    HTML     63K 
                          Inc.                                                   
 6: EX-10.33    License Agreement Between Tower Top Investments,    HTML     64K 
                          Inc.                                                   
 7: EX-10.34    License Agreement Between Tower Top Investments,    HTML     64K 
                          Inc.                                                   
 8: EX-10.35    License Agreement Between Tower Top Investments,    HTML     64K 
                          Inc.                                                   
 9: EX-10.36    License Agreement Between Tower Top Investments,    HTML     44K 
                          Inc.                                                   
10: EX-10.37    Note Purchase Agreement                             HTML     94K 
11: EX-10.38    First Amendment to Note Purchase Agreement          HTML     23K 
12: EX-10.39    Executive Employment Agreement                      HTML     45K 
13: EX-10.40    Executive Employment Agreement                      HTML     70K 
14: EX-10.41    Employment Agreement                                HTML     47K 
15: EX-10.42    Amended and Restated Management Agreement           HTML     45K 
16: EX-21.1     Subsidiaries of the Registrant                      HTML      8K 
17: EX-99.1     Pcs Broadband License for American Samoa            HTML     21K 


‘EX-9.1’   —   Memorandum of Agreement


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Memorandum of Agreement  

Exhibit 9.1

Memorandum of Agreement between Stanford International Bank Ltd (“Stanford”)

and Kelton Investments Ltd (“Kelton”).

Dated this 8th day of December 2005

Whereas:

[a] Stanford and Kelton jointly own shares in eLandia Solutions Inc. (the “Company”); a Company that recently was party to an arrangement with Datec Group Ltd and a merger agreement with AST Telecom LLC.

[b] The Board of Directors of the Company is to be made up initially of five directors of which three are initially Richard Gozia, Osmo Hautanen and Winston Thompson.

[c] The remaining two directors will initially comprise of Mr. Sydney Donald Camper nominated by Stanford, and Mr. James Ah Koy nominated by the Ah Koy Group, as that term is defined in that certain amended and restated arrangement agreement dated August 8, 2005.

It is agreed by Stanford and Kelton that:

[1] For so long as Kelton owns not less than 3% of the outstanding shares of the Company, Stanford and Kelton shall vote their shares of the Company in favour of the election of James Ah Koy, or such other person as may be appointed at the sole discretion of Kelton as a director of the Company; provided that person so appointed is either a family member of either James Ah Koy, or is a person that is a resident of one of the countries in the South Pacific; provided that in no case shall a nominee have adverse disclosures to make in accordance with the Securities Act of 1934, as amended, or the rules and regulations promulgated thereunder.

[2] For so long as Stanford owns not less than 3% of the outstanding shares of the Company, Stanford and Kelton shall vote their shares of the Company in favour of the election of Sydney Donald Camper, or such other person as may be appointed at the sole discretion of Stanford International Bank Ltd as a director of the Company; provided that in no case shall a nominee have adverse disclosures to make in accordance with the Securities Act of 1934, as amended, or the rules and regulations promulgated thereunder.

In witness whereof the parties have executed this agreement as of the date written above:

[Signatures Begin on Following Page]


Stanford International Bank Limited
By:  

/s/ James M. Davis

 

James M. Davis

 

Chief Financial Officer

Kelton Investments Limited
By:  

/s/ James Ah Koy

 

James Ah Koy

 

Director

 

2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-12G/A’ Filing    Date    Other Filings
Filed on:8/25/063
8/8/05
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Filing Submission 0001193125-06-179990   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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