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¶ – Release Delayed ·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 |
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
| 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 | |
| Chief Financial Officer | ||
| Kelton Investments Limited | ||
| By: | /s/ James Ah Koy | |
| Director | ||
2
| This ‘10-12G/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/25/06 | 3 | ||
| 8/8/05 | ||||
| List all Filings | ||||