ELANDIA, INC. 2007 STOCK OPTION AND INCENTIVE PLAN

EXHIBIT 10.69

ELANDIA, INC.

2007 STOCK OPTION AND INCENTIVE PLAN

(a) Purpose . The name of the plan is the Elandia, Inc. 2007 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors and other key persons (including consultants) of Elandia, Inc., a Delaware corporation (the “Company”), and its Subsidiaries (as defined below), upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

(b) Definitions . The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator” is defined in Section 2(a).

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Phantom Stock Awards, and Stock Awards (which Stock Awards could be restricted, unrestricted, deferred and/or performance based).

“Board” means the Board of Directors of the Company.

“Change of Control” means the occurrence of one or more of the following events:

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Compensation Committee of the Board or any successor committee established by the Board.

“Common Stock” or “ Stock ” means the common stock, par value $0.00001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Deferred Stock Award” means an Award of shares of Stock to a grantee, payable at the end of a specified deferral period and subject to restrictions and conditions as the Administrator may determine at the time of grant.

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“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 19.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder.

“ Expiration Date ” means the day on which a Stock Option or Award is no longer valid and, therefore, ceases to exist.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted for quotation on the National Market System or a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.

“Family Member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than fifty percent (50%) of the voting interests.

“Incentive Stock Options” means any Stock Option that meets the requirements of Section 422 of the Code.

“ Misconduct ” refers to the termination of an optionee’s or grantee’s employment with the Company due to (i) one or more demonstrable and material acts of dishonesty, disloyalty, insubordination, or willful misconduct; (ii) the continued failure, in the judgment of the Chief Executive Officer of the Company or the Board, by the optionee or grantee to substantially perform his or her duties (other than such failure resulting from death or disability); or (iii) termination of employment for “Cause” within the meaning of any written employment agreement between optionee or grantee and the Company. The Committee, in its sole and absolute discretion, shall determine whether the optionee’s or grantee’s employment is terminated by reason of “misconduct.”

“ Non-Qualified Stock Option ” means any Stock Option that is not an Incentive Stock Option.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more performance criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award or Deferred Stock Award.

“Phantom Stock Award” means an Award entitling the recipient to receive an amount equal to the Fair Market Value of the shares of Common Stock to which such right relates subject to such restrictions and conditions as the Administrator may determine at the time of grant.

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“ Phantom Stock Unit ” means an amount equal to the Fair Market Value of one share of Common Stock to which such right relates.

“Restricted Stock Award” means an Award entitling the recipient to acquire shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” or “ Common Stock ” means the common stock, par value $0.00001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” or “ Stock Appreciation Rights ” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right (except as otherwise provided for in Section 7).

“ Stock Awards ” means collectively, a Restricted Stock Award, Unrestricted Stock Award, and/or Deferred Stock Award, which may or may not be performance-based.

“Stock Option” or “Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has a controlling interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means any Award pursuant to which a grantee may receive shares of Stock free of any restrictions.

(a) Committee . The Plan shall be administered by either the Board or the Committee, as specifically designated by the Board (the “Administrator”).

(b) Powers of Administrator . The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

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All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.

(c) Foreign Participants . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) of the Plan; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

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(d) Delegation of Authority to Grant Awards . The Administrator, in its discretion, may delegate to an officer (including the chief executive officer) of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards, to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act or are not Covered Employees. Any such delegation by the Administrator shall include a limitation as to the amount of Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price of any Stock Option or Stock Appreciation Right, the conversion ratio or price of other Awards and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(e) Indemnification . Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(a) Stock Issuable . The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,606,700 shares. For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

(b) Changes in Stock . Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for a different number or kind of securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate

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adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the maximum number of Incentive Stock Options that may be issued under the Plan, (iii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-based Award, (iv) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (v) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (vi) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(c) The Administrator may also adjust the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of stock or property or any other event if it is determined by the Administrator that such adjustment is appropriate to avoid distortion in the operation of the Plan, provided that no such adjustment shall be made in the case of a Stock Option or Stock Appreciation Right, without the consent of the grantee, if it would constitute a modification, extension or renewal of the Option within the meaning of Section 424(h) of the Code or a modification of the Option or Stock Appreciation Right such that the Option or Stock Appreciation Right becomes treated as “nonqualified deferred compensation” subject to Section 409A.

(d) Consolidations, Mergers or Sales of Assets or Stock . Except as otherwise set forth in the Plan, if the Company is to be consolidated with or acquired by another person or entity in a merger, sale of all or substantially all of the Company’s assets or stock or otherwise (an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”) shall, with respect to outstanding Awards or shares acquired upon exercise of any Award, take one or more of the following actions: (i) make appropriate provision for the continuation of such Award by substituting on an equitable basis for the shares then subject to such Award the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition; (ii) accelerate the date of exercise of such Award or of any installment of any such Award; (iii) upon written notice to the grantees, provide that all Awards must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice, at the end of which period the Award shall terminate; (iv) terminate all Awards in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such Award (to the extent then exercisable) over the exercise price thereof; or (v) in the event of a stock sale, require that the grantee sell to the purchaser to whom such stock sale is to be made, all shares previously issued to such grantee upon exercise of any Award, at a price equal to the portion of the net consideration from such sale which is attributable to such shares.

(e) Substitute Awards . The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by officers, employees, directors or other key persons of another corporation in connection with the merger or consolidation of

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the employing corporation or affiliate thereof with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation or affiliate thereof. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a).

Grantees under the Plan will be such officers, full or part-time employees, directors and key persons (including consultants) of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

(a) Generally . Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. The grant of a Stock Option is contingent on the grantee executing a Stock Option Agreement.

(b) Grants of Stock Options . Stock Options granted pursuant to this Section shall be subject to the terms and conditions contained in the Plan as well as such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem advisable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(c) Exercise Price . The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section shall be determined by the Administrator at the time of grant but shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value on the grant date.

(d) Option Term . The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five (5) years from the date of grant.

(e) Exercisability; Time of Vesting; Number of Options . Stock Options shall become exercisable only with respect to shares which have vested. The number of Stock Options awarded to an optionee and its applicable vesting schedule shall be as determined by the Administrator.

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(f) Rights as a Stockholder . A grantee awarded Stock Options shall have no rights as a stockholder of the Company unless and until the grantee exercises all or some portion of the Stock Option and then only with respect to the stock issued.

(g) Form of Stock Option Agreements . The forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement for optionees pursuant to this Section are attached hereto as Exhibit A and Exhibit B , respectively.

(a) Grant and Exercise of Stock Appreciation Rights . Stock Appreciation Rights may be granted by the Administrator in tandem with, or independently of, any Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option, such Stock Appreciation Right may be granted either at or after the time of the grant of such Option. In the case of a Stock Appreciation Right granted in tandem with an Incentive Stock Option, such Stock Appreciation Rights may be granted only at the time of the grant of the Option. The grant of a Stock Appreciation Right is contingent on the grantee executing a Stock Appreciation Rights Agreement.

(b) Exercise Price . Stock Appreciation Rights shall have an exercise price of not less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant (or more than the option exercise price per share, if the Stock Appreciation Right was granted in tandem with a Stock Option). In the case of a Stock Appreciation right granted to a Ten Percent Owner in tandem with an Incentive Stock Option, the exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value on the grant date.

(c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator, subject to the following:

(d) Exercisability; Time of Vesting . Stock Appreciation Rights shall become exercisable only with respect to shares which have vested. The number of shares awarded to a grantee and its applicable vesting schedule shall be as determined by the Administrator.

(e) Rights as a Stockholder . A grantee awarded Stock Appreciation Rights shall have no rights as a stockholder of the Company unless and until the grantee exercises all or some portion of the Stock Appreciation Rights and then only with respect to the stock issued.

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(f) Form of Stock Appreciation Rights Agreement . The form of Stock Appreciation Rights Agreement for grantees pursuant to this Section is attached hereto as Exhibit C .

(a) Manner of Payment . Stock Options and Stock Appreciation Rights may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Award agreement:

(b) Payment Subject to Collection . Payment instruments will be received subject to collection. The transfer to the optionee of the records of the Company or to the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option or Award will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option or Award) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Award agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option or Award shall be net of the number of shares attested to.

(c) Incentive Stock Option Limitation . In the case of a grant of Stock Options, to the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary

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corporations become exercisable for the first time by an optionee during any calendar year shall not exceed One Hundred Thousand Dollars ($100,000.00). To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

(a) Grant of Phantom Stock Awards . A Phantom Stock Award granted to a grantee shall entitle the grantee, upon conversion, to surrender such Phantom Stock Award or any portion thereof, to the extent not then converted, and to receive payment of an amount computed pursuant to Section 8(e). The grant of a Phantom Stock Award is contingent on the grantee executing a Phantom Stock Award Agreement. The terms and conditions of each such agreement shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

(b) Rights as a Stockholder . A grantee awarded Phantom Stock shall have no rights as a stockholder of the Company.

(c) Number of Phantom Stock Units; Vesting . The number of shares of Phantom Stock awarded to a grantee and its applicable vesting schedule shall be as determined by the Administrator.

(d) Conversion . As of the date the grantee’s Phantom Stock has fully vested, a Phantom Stock Award shall be deemed converted upon receipt by the Company of (i) the Phantom Stock Award Agreement; and (ii) written notice from the grantee instructing the Company to convert all or any specified portion of such Phantom Stock Award. Upon conversion of a Phantom Stock Award, the grantee shall be entitled to receive payment of an amount determined by multiplying (i) the Fair Market Value of a share of Common Stock on the date of conversion, by (ii) the number of shares of Common Stock as to which such Phantom Stock Award has been converted. A Phantom Stock Award may be converted in whole or in part with respect to whole shares of Common Stock, but may not be converted with respect to any fractional share unless the Phantom Stock Award is being converted in whole. To the extent a Phantom Stock Award is converted in part, an appropriate notation will be made on the Phantom Stock Award Agreement surrendered to the Company and such agreement will be returned to the appropriate grantee.

(e) Manner of Payment . Payment may be made solely in whole shares of Common Stock valued at Fair Market Value on the date of conversion of the Phantom Stock Award or, alternatively, in the discretion of the Committee, solely in cash or a combination of cash and Common Stock