Exhibit 10.5
TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT is made and entered into as of the 6
th
day of February,
2009 (this “Agreement”), by and between eLandia
International Inc., a Delaware corporation (the
“Company”) and Stanford International Bank, Ltd., an
Antiguan banking corporation (“SIBL”).
R E C I T A L S
WHEREAS, the parties have entered
into various registration rights agreements including those
identified on Schedule A attached hereto (as amended through the
date hereof, the “Registration Rights
Agreements”);
WHEREAS, as of the date hereof the
parties are entering into a Modification Agreement pursuant to
which, among other things, certain financing arrangements between
the parties are being modified and restructured (the
“Modification Agreement”); and
WHEREAS, Stanford desires to execute
and deliver this Agreement to induce the Company to consummate the
various transactions contemplated by the Modification
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of
the foregoing and the respective covenants and agreements set forth
in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows as of the date hereof:
Section 1. Termination .
Stanford and the Company hereby covenant and agree as follows:
(a) to terminate all of the Registration Rights Agreements in
their entirety without further force or effect, including without
limitation, all demand registration rights granted to Stanford
pursuant thereto; and (b) that neither Stanford nor the
Company has any liabilities to the other under the Registration
Rights Agreements.
Section 2. Release
.
(a) Stanford, on behalf of itself
and its successors, assigns and affiliates (all of the foregoing,
individually, a “Releasor”, and, collectively, the
“Releasors”), hereby irrevocably and forever releases
and discharges the Company and its stockholders, affiliates,
directors, officers, employees, legal advisors and other
representatives, and the respective successors and assigns of each
of them (all of the foregoing, individually, a
“Releasee” and, collectively, the
“Releasees”) from any and all claims, demands, actions,
obligations, and liabilities whatsoever, whether absolute or
contingent, liquidated or unliquidated, both at law and in equity
(collectively, “Claims”) which Stanford or any other
Releasor now has, has ever had or may hereafter have against the
respective Releasees arising contemporaneously with or prior to the
date hereof on account of or arising out of the Registration Rights
Agreements and the Company’s obligations
thereunder.
(b) No Actions . Stanford
irrevocably covenants to refrain, and to cause its affiliates to
refrain, from, directly or indirectly, asserting any claim or
demand, or commencing, instituting or causing to be commenced, any
action or proceeding of any kind against any Releasee, based upon
any matter purported to be released by
Section 2(a).
(c) Indemnity . Without in
any way limiting any of the rights and remedies otherwise available
to any Releasee, Stanford shall indemnify and hold harmless each
Releasee from and against all losses, liabilities, claims, damages
(including incidental and consequential damages) or expense
(including costs of investigation and defense and
reasona
