Equity Pledge Agreement, dated June 29, 2007



 Exhibit 10.50 
 EQUITY PLEDGE AGREEMENT 
 THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is
entered into as of June 29, 2007 by and among LATIN NODE, INC., a Florida corporation (“Latin Node”), LATIN NODE LLC, a Florida limited liability company (“Latin LLC”), ELANDIA, INC., a Delaware
corporation (“Elandia”), Latin Node Europe, GmbH, a corporation formed under the laws of Germany (“Latin Europe”) and RETAIL AMERICAS VOIP, LLC, a Delaware limited liability company (“Retail
Americas”, together with Latin Node, Latin LLC, Latin Europe and Elandia, each a “Pledgor”, collectively the “Pledgors”) and LAURUS MASTER FUND, LTD., a Cayman Islands company
(“Laurus”). 
 RECITALS 
 WHEREAS, pursuant to that certain Security Agreement, dated as of the date hereof (as amended, modified, extended, renewed or replaced from time to time, the “Security Agreement” together with
all documents, instruments and agreements executed in connection therewith, collectively, the “Documents”) by and among Latin Node, certain Subsidiaries of Latin Node named therein including, without limitation, Latin LLC (Latin
Node together with such Subsidiaries, collectively, the “Borrowers”), Elandia and Laurus, Laurus agreed to extend certain financial accommodations to Borrowers. 
 WHEREAS, it is a condition precedent to the effectiveness of the Security Agreement and the obligations of Laurus thereunder that the Pledgors shall have executed and delivered this Agreement in favor of
Laurus. 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to such terms in the Security Agreement. 
 2. Pledge and Grant of Security
Interest. To secure the prompt payment and performance in full when due, whether by lapse of time or otherwise, of the Secured Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to Laurus, and grants to
Laurus, a first priority security interest in any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”):

 (a) Equity Interests. The outstanding stock and/or membership interests set forth on Schedule 1 attached hereto
together with the certificates (or other agreements or instruments), if any, representing such stock and/or membership interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the
shares of stock and membership interests and/or proceeds described in Sections 2(b) and 2(c) below, the “Equity Interests”), including, but not limited to, the following: 
 (i) all shares or securities representing a dividend on any of the Equity Interests, or representing a distribution or return of capital
upon or in respect of the Equity Interests, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Equity
Interests; and 







 (ii) without affecting the obligations of any Pledgor under any provision prohibiting
such action hereunder or under any Document, in the event of any consolidation or merger involving the issuer of any Equity Interests and in which such issuer is not the surviving entity, all shares of each class of the stock of the successor entity
formed by or resulting from such consolidation or merger. 
 (b) Additional Interests. (i) 100% (or, if less, the
full amount owned by each Pledgor) of each class of the issued and outstanding stock and/or membership interests owned by such Pledgor of any Person which hereafter becomes a Domestic Subsidiary, including, without limitation, the certificates, if
any, representing such stock and/or membership interests. 
 (ii) 66.66 (or, if less, the full amount owned by each Pledgor)
of each class of the issued and outstanding stock and/or membership interests owned by such Pledgor of any Person which hereafter becomes a Subsidiary (other than a Domestic Subsidiary), including, without limitation, the certificates, if any,
representing such stock and/or membership interests. 
 (c) Proceeds. All proceeds and products of the foregoing,
however and whenever acquired and in whatever form. 
 Without limiting the generality of the foregoing, it is hereby specifically understood
and agreed that each Pledgor may from time to time hereafter deliver additional shares of stock and/or membership interests, as applicable, to Laurus as collateral security for the Secured Obligations. Upon delivery to Laurus, such additional shares
of stock and/or membership interests shall be deemed to be part of the Collateral and shall be subject to the terms of this Agreement whether or not Schedule 1 is amended to refer to such additional shares or membership interests. 
 3. Security for Secured Obligations. The security interest created hereby in the Collateral of each Pledgor constitutes continuing collateral
security for all of the following (the “Secured Obligations”): All obligations owing by Pledgors, the Borrowers or any Guarantor (including, without limitation, interest accruing at the Contract Rate for the Term Loan (as defined in
the Security Agreement) after the occurrence of an Event of Default and interest accruing at the Contract Rate for the Term Loan after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of each Pledgor, Borrower and/or Guarantor to Laurus, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Security Agreement, this Agreement, the other Documents or any other document made, delivered or
given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to Laurus that
are required to be paid by the Borrowers pursuant to the terms of the Security Agreement, this Agreement or any other Document). 
  

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 4. Delivery of the Collateral. Each Pledgor hereby agrees that: 
 (a) Delivery of Certificates. Pledgors shall deliver to Laurus (i) simultaneously with or prior to execution and delivery of
this Agreement, all certificates representing the Equity Interests and (ii) promptly upon the receipt thereof by or on behalf of each Pledgor, all other certificates and instruments constituting the Collateral. Prior to delivery to Laurus, all
such certificates and instruments constituting the Collateral shall be held in trust by Pledgors for the benefit of Laurus pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by
duly executed instruments of transfer or assignment in blank, substantially in the form provided in Schedule 2 attached hereto. 
 (b) Additional Securities. If any Pledgor shall receive by virtue of its being or having been the owner of any Collateral, any (i) stock certificate, membership certificate or other certificate representing stock or a membership
interest, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or
equity interests, stock splits, spin-off or split-off, promissory notes or other instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Collateral or otherwise; (iii) dividends payable in
securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option,
right or distribution in trust for the benefit of Laurus, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to Laurus in the exact form received together with any necessary endorsement and/or appropriate stock
power or membership interest power, as applicable, duly executed in blank, substantially in the form provided in Schedule 2, to be held by Laurus as Collateral and as further collateral security for the Secured Obligations. 
 (c) Financing Statements. Each Pledgor authorizes Laurus to file such UCC (as defined herein) or other applicable financing
statements as may be reasonably requested by Laurus in order to perfect and protect the security interest created hereby in the Collateral. 
 5. Representations and Warranties. Each Pledgor hereby represents and warrants to Laurus, that so long as any of the Secured Obligations remain outstanding or any Document is in effect: 
 (a) Authorization of the Equity Interests. The Equity Interest are duly authorized and validly issued, are fully paid and
nonassessable and are not subject to the preemptive rights of any Person. All other shares of stock or membership interests constituting Collateral will be duly authorized and validly issued, fully paid and nonassessable and not subject to the
preemptive rights of any Person. 
 (b) Title. Each Pledgor has good and indefeasible title to the Collateral and will
at all times be the legal and beneficial owner of such Collateral free and clear of any Lien, other than Permitted Liens. Except with respect to Permitted Liens, there exists no “adverse claim” within the meaning of Section 8-102 of
the Uniform Commercial Code as in effect in the State of New York (the “UCC”) with respect to the Equity Interests. 
  

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 (c) Exercising of Rights. To the best of each Pledgor’s knowledge, the
exercise by Laurus of its rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting any Pledgor or any of its property. 
 (d) Pledgors’ Authority. No authorization, approval or action by, and no notice or filing with any governmental authority or
with the issuer of any Equity Interests is required either (i) for the pledges made by Pledgors or for the granting of the security interests by Pledgors pursuant to this Agreement or (ii) to the best of each Pledgor’s knowledge, for
the exercise by Laurus of its rights and remedies hereunder (except as may be required by laws affecting the offering and sale of securities). 
 (e) Security Interest/Priority. This Agreement creates a valid first priority security interest in favor of Laurus in the Collateral. The taking possession by Laurus of the certificates, if any, representing
the Equity Interests and all other certificates and instruments constituting Collateral will perfect and establish the first priority of Laurus’s security interest, in the Equity Interests and, when properly perfected by filing or registration,
in all other Collateral represented by such Equity Interests and instruments securing the Secured Obligations. Except as set forth in this Section 5(e), no action is necessary to perfect or otherwise protect such security interest. 

6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured Obligations remain outstanding or any Document is in effect,
each Pledgor, shall: 
 (a) Books and Records. Mark its books and records (and shall cause each issuer of the Equity
Interests of such Pledgor to mark its books and records) to reflect the security interest granted to Laurus, pursuant to this Agreement and the other Documents. 
 (b) Defense of Title. Warrant and defend title to and ownership of the Collateral at its own expense against the claims and demands
of all other parties claiming an interest therein, keep the Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, except as
permitted under the Security Agreement. 
 (c) Further Assurances. Promptly execute and deliver at its expense all
further instruments and documents and take all further action that may be reasonably necessary and desirable or that Laurus may reasonably request in order to (i) perfect and protect the security interest created hereby in the Collateral
(including without limitation any and all action necessary to satisfy Laurus that Laurus has obtained a first priority perfected security interest in any stock and/or membership interest; (ii) enable Laurus to exercise and enforce its rights
and remedies hereunder in respect of the Collateral; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if requested by Laurus, delivering to Laurus irrevocable proxies in respect of the Collateral.

 (d) Amendments. Not make or consent to any amendment or other modification or waiver with respect to any of the
Collateral or enter into any agreement or allow to exist any restriction with respect to any of the Collateral other than pursuant hereto or as may be permitted under the Security Agreement, including, without limitation, any amendment that would
(i) impair the Collateral or adversely affect in any respect the rights, privileges, benefits and security interests provided to or intended to be 

  

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provided to Laurus or (ii) that in any way adversely affects the perfection of the security interest of Laurus in the Collateral, including, without
limitation, any amendment electing to no longer treat any membership interest as a security under Section 8-103 of the Code, or any election to turn any previously certificated membership interest into an uncertificated membership interest.

 (e) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by
such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Collateral. 
 7. Advances by Laurus. On failure of any Pledgor to perform any of the covenants and agreements contained herein, Laurus may, at its sole option and in its sole discretion, perform the same and in so doing may
expend such sums as Laurus may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien (other
than a Permitted Lien), expenditures made in defending against any adverse claim (other than a Permitted Lien) and all other expenditures which Laurus may make for the protection of the security hereof or which may be compelled to make by operation
of law. All such sums and amounts so expended shall be repayable by Pledgors promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at
the Contract Rate for the Term Loan. No such performance of any covenant or agreement by Laurus on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve Pledgors of any default under the terms of this Agreement or the
other Documents. Laurus may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by Pledgors in appropriate proceedings and against which adequate
reserves are being maintained in accordance with GAAP. 
 8. Events of Default. Each of the following shall constitute an event of
default (“Event of Default”) hereunder: 
 (a) An “Event of Default” under any Document or any
agreement or note related to any Document shall have occurred and be continuing beyond any applicable cure period; 
 (b) Any
Pledgor shall default in the performance of any of its obligations under any agreement between any Pledgor and Laurus, including, without limitation, this Agreement, and such default shall not be cured during any applicable cure period; 

(c) Any representation or warranty of any Pledgor made herein, in any Document or in any agreement, statement or certificate given in
writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect; 
  

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 (d) Any portion of the Collateral is subjected to a levy of execution, attachment,
distraint or other judicial process or any portion of the Collateral is the subject of a claim (other than by Laurus) of a Lien or other right or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a
period of fifteen (15) business days after the occurrence thereof; or 
 (e) Any Pledgor shall (i) apply for,
consent to, or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the
benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other
law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose
of effecting any of the foregoing. 
 9. Remedies. 
 (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, Laurus shall have, in respect
of the Collateral, in addition to the rights and remedies provided herein, in the Documents or by law, the rights and remedies of a secured party under the UCC or any other applicable law. 
 (b) Transfer and Sale of Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without
limiting the generality of this Section and without notice, Laurus may, in its sole discretion, sell or otherwise dispose of or realize upon the Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or
broker’s board or elsewhere, at such price or prices and on such other terms as Laurus may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law,
Laurus may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice,
specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 29 of the Security
Agreement at least ten (10) days before the time of such sale. Laurus shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Laurus may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 
 (c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, each Pledgor recognizes that Laurus may deem it impracticable to effect a public sale of all or any part of the
Equity Interests or any of the securities constituting the Collateral and that Laurus may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other
things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such 

  

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private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and,
notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that Laurus shall have no obligation to delay sale of any such securities for the period of time necessary to
permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended. Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been made privately in the
manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, as amended, and Laurus may, in such event,
bid for the purchase of such securities. 
 (d) Retention of Collateral. In addition to the rights and remedies
hereunder, upon the occurrence and during the continuance of an Event of Default, Laurus may, after providing the notices required by Section 9-620 of the UCC or otherwise complying with the requirements of applicable law of the relevant
jurisdiction, retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until Laurus shall have provided such notices, however, Laurus shall not be deemed to have retained the Collateral in satisfaction of
any Secured Obligations for any reason. 
 (e) Deficiency. In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which Laurus is legally entitled, Pledgors shall be, jointly and severally, liable for the deficiency, together with interest thereon at the Contract Rate for the Term Loan, together with the costs
of collection and the reasonable fees of any attorneys employed by Laurus to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to Pledgors, or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto. 
 10. Rights of Laurus. 
 (a) Power of Attorney. In addition to other powers of attorney contained herein, each Pledgor hereby designates and appoints
Laurus, and each of its designees or agents as attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of
Default: 
 (i) to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral, all
as Laurus may reasonably determine; 
 (ii) to commence and prosecute any actions at any court for the purposes of collecting
any of the Collateral and enforcing any other right in respect thereof; 
 (iii) to defend, settle or compromise any action
brought and, in connection therewith, give such discharge or release as Laurus may deem reasonably appropriate; 
 (iv) to pay
or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral; 
  

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 (v) to direct any parties liable for any payment under any of the Collateral to make
payment of any and all monies due and to become due thereunder directly to Laurus or as Laurus shall direct; 
 (vi) to
receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; 
 (vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the
Collateral; 
 (viii) to settle, compromise or adjust any suit, action or proceeding described above and, in connection
therewith, to give such discharges or releases as Laurus may deem reasonably appropriate; 
 (ix) to execute and deliver all
assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that Laurus may determine necessary in order to perfect and maintain the
security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; 
 (x) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the
Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as Laurus may determine; 
 (xi) to vote for a shareholder, partner or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Equity Interests into the name of Laurus or into the name of any
transferee to whom the Equity Interests or any part thereof may be sold pursuant to Section 9 hereof; and 
 (xii) to do
and perform all such other acts and things as Laurus may reasonably deem to be necessary, proper or convenient in connection with the Collateral. 
 This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations remain outstanding or any Document is in effect. Laurus shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or implicitly granted to Laurus in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. Laurus shall not be liable for any act or omission
or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on
Laurus solely to protect, preserve and realize upon its security interest in Collateral. 
 (b) Performance by Laurus of
any Pledgor’s Obligations. If any Pledgor fails to perform any agreement or obligation contained herein, Laurus itself may perform, or cause performance of, such agreement or obligation, and the expenses of Laurus incurred in connection
therewith shall be payable by Pledgors pursuant to Section 7 hereof. 
  

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 (c) Assignment by Laurus. Subject to Section 23 of the Security Agreement,
Laurus may from time to time assign the Secured Obligations and any portion thereof and/or the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of Laurus under this Agreement in relation
thereto. 
 (d) Laurus’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of
the Collateral while being held by Laurus hereunder, Laurus shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that each Pledgor shall be responsible for preservation of all rights in the
Collateral, and Laurus shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Pledgors. Laurus shall be deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Laurus accords its own property, which shall be no less than the treatment employed by a reasonable and prudent Laurus in the industry, it being
understood that Laurus shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not Laurus has or is deemed to
have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral. 
 (e) Voting Rights in Respect of the Collateral. 
 (i) So long as no Event of Default
shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this
Agreement or any Document; and 
 (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of
Pledgors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to clause (i) of this subsection (e) shall cease and all such rights shall thereupon become vested in Laurus which
shall then have the sole right to exercise such voting and other consensual rights. 
 (f) Dividend Rights in Respect of
the Collateral. 
 (i) So long as no Event of Default shall have occurred and be continuing or no other Document prohibits
the making or receiving of any dividends and other distributions and subject to Section 4(b) hereof, Pledgors may receive and retain any and all dividends and other distributions (other than dividends and other distributions constituting
Collateral which are addressed hereinabove) or interest paid in respect of the Collateral to the extent they are allowed under the Documents. 
 (ii) Upon the occurrence and during the continuance of an Event of Default: 
 (A) all rights
of each Pledgor to receive the dividends, other distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be
vested in Laurus which shall then have the sole right to receive and hold such dividends, other distributions and interest payments as Collateral; and 
  

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 (B) all dividends and interest payments which are received by any Pledgor contrary to
the provisions of paragraph (A) of this clause shall be received in trust for the benefit of Laurus, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over to Laurus as Collateral in the exact form
received, to be held by Laurus as Collateral and as further collateral security for the Secured Obligations. 
 (g) Release
of Collateral. Laurus may release any of the Collateral from this Agreement or may substitute any of the Collateral for other Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of
this Agreement as to any Collateral not expressly released or substituted, and this Agreement shall continue as a first priority lien on all Collateral not expressly released or substituted. 
 11. Application of Proceeds. Upon the occurrence of and during the continuance of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of any Collateral, when received by Laurus in cash or its equivalent, will be applied as follows: first, to all reasonable costs and expenses of Laurus (including without limitation reasonable attorneys’ fees
and expenses) incurred in connection with the implementation and/or enforcement of this Agreement and/or any of the other Documents; second, to the principal amount of the Secured Obligations; third, to such of the Secured Obligations
consisting of accrued but unpaid interest and fees; fourth, to all other amounts payable with respect to the Secured Obligations; and fifth, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such
surplus. Pledgors shall remain jointly and severally liable to Laurus for any deficiency. 
 12. Costs of Counsel. If at any time
hereafter, whether upon the occurrence of an Event of Default or not, Laurus employs counsel to prepare or consider amendments, waivers or consents with respect to this Agreement, or to take action or make a response in or with respect to any legal
or arbitral proceeding relating to this Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Agreement or with respect to the Collateral, then Pledgors agree to promptly pay upon demand
any and all such reasonable documented costs and expenses incurred by Laurus, all of which costs and expenses shall constitute Secured Obligations hereunder. 
 13. Continuing Agreement. 
 (a) This Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect so long as any Document is in effect or any amounts payable thereunder shall remain outstanding. Upon such payment and termination, this Agreement shall be automatically terminated and Laurus
shall, upon the request and at the expense of Pledgors, forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by Pledgors
evidencing such termination including, without limitation, all certificates 

  

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evidencing the Collateral together with any related stock or membership interests powers delivered to Laurus by any Pledgor. Notwithstanding the foregoing,
all releases and indemnities provided hereunder shall survive termination of this Agreement. 
 (b) This Agreement shall
continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by Laurus as a preference, fraudulent
conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or
returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by Laurus in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured
Obligations. 
 14. Amendments; Waivers; Modifications. This Agreement and the provisions hereof may not be amended, waived, modified,
changed, discharged or terminated except in accordance with the terms of the Security Agreement. 
 15. Successors in Interest. This
Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Pledgor, its successors and assigns and shall inure, together with the rights and remedies of Laurus hereunder, to the benefit of Laurus and its
successors and permitted assigns; provided, however, that no Pledgor may assign its rights or delegate its duties hereunder without the prior written consent of Laurus. To the fullest extent permitted by law, each Pledgor hereby
releases Laurus, and its successors and permitted assigns, from any liability for any act or omission relating to this Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of Laurus, or its
officers, employees or agents. 
 16. Notices. All notices required or permitted to be given under this Agreement shall be in
conformance with Section 29 of the Security Agreement. 
 17. Counterparts. This Agreement may be executed in any number
of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one
such counterpart. 
 18. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not
in any way affect the meaning or construction of any provision of this Agreement. 
 19. Governing Law; Consent to Jurisdiction and
Service of Process; Waiver of Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE PROVISIONS OF THE
SECURITY AGREEMENT RELATING TO CONSENT TO JURISDICTION AND WAIVER OF JURY TRIAL ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS. 
  

 11 








 20. Severability. If any provision of this Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 
 21. Entirety. This Agreement and the other Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Documents or the transactions contemplated herein and therein. 
 22. Survival. All representations and warranties of Pledgors hereunder shall survive the execution and delivery of this Agreement and the other
Documents. 
 23. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other
than the Collateral (including, without limitation, real and other personal property owned by Pledgor), or by a guarantee, endorsement or property of any other Person, then Laurus shall have the right to proceed against such other property,
guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and Laurus has the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies Laurus shall at any time
pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of Laurus’s rights or the Secured Obligations under this Agreement or under any other of the Documents.

 [Remainder of page intentionally left blank] 
  

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 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered
as of the date first above written. 
  

			
	 LATIN NODE, INC.

		
	 By:
	 	 /s/ Jorge Granados

	 Name:
	 	 Jorge Granados

	 Title:
	 	 CEO

	
	 ELANDIA, INC.

		
	 By:
	 	 /s/ Harry G. Hobbs

	 Name:
	 	 Harry G. Hobbs

	 Title:
	 	 President and CEO

	
	 RETAIL AMERICAS VOIP, LLC

		
	 By:
	 	 /s/ Jorge Granados

	 Name:
	 	 Jorge Granados

	 Title:
	 	 Manager

	
	 LATIN NODE EUROPE, GMBH

		
	 By:
	 	 /s/ Jorge Granados

	 Name:
	 	 Jorge Granados

	 Title:
	 	 Manager

	
	 LAURUS MASTER FUND, LTD.

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 SIGNATURE PAGE TO 
 EQUITY PLEDGE AGREEMENT 







 SCHEDULE 1 
 to 
 Equity Pledge Agreement 
 Dated as of June 29, 2007 
 In favor of Laurus Master Fund, Ltd. 
 Stock / Membership Interests Owned by Pledgors 
  

 14 









										
	 Pledgor
	  	 Issuer
	  	Number of
Shares/
Interests	  	Certificate
Number	  	Percentage
Ownership	 
	 Latin Node, Inc.
	  	Latin Node LLC	  		  	01	  	100	%
					
	 Latin Node, Inc.
	  	Latinode Communications Corporation	  	100	  	01	  	100	%
					
	 Latin Node, Inc.
	  	TS Telecommunications, Inc.	  	100	  	01	  	100	%
					
	 Latin Node, Inc.
	  	Nsite Software, LLC	  		  	01	  	100	%
					
	 Latin Node, Inc.
	  	Tropical Star Communications, Inc.	  	100	  	01	  	100	%
					
	 Latin Node, Inc.
	  	Total Solutions Telecom Inc.	  	1000	  	01	  	100	%
					
	 Latin Node, Inc.
	  	Latin Node Europe, GmbH	  		  		  	66.66	%
					
	 Elandia, Inc.
	  	Latin Node, Inc.	  	8,000,000	  		  	80	%
					
	 Retail Americas VoIP, LLC
	  	Latin Node, Inc.	  	2,000,000	  		  	20	%
					
	 Latin Node LLC
	  	LN Comunicaciones, S.A.	  		  		  	66.66	%
					
	 Latin Node Europe, GmbH
	  	CrossFoneEurope GmbH	  		  		  	66.66	%

  

 15 








 SCHEDULE 2 
 to 
 Equity Pledge Agreement 
 Dated as of June 29, 2007 
 In favor of Laurus Master Fund, Ltd. 
 [Irrevocable Stock Power] [Membership Interest Power] 
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 
 the following [shares of stock/membership
interest] of                     , a
                    : 
  

			
	 No. of [Shares] [Units]
	 	 Certificate No.

		 	
		 	

 and irrevocably appoints
                                        
its agent and attorney-in-fact to transfer all or any part of such [stock/membership interests] and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more
persons to act for him. The effectiveness of a transfer pursuant to this stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates evidencing such interest or in the [certificate of
incorporation/articles of organization] or [bylaws/operating agreement] of the subject [corporation/limited liability company], to the extent they may from time to time exist. 
  

			
	  

	 a
                                        


		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

 16