This Contribution Agreement (this “ Agreement ”), dated as of July 29, 2010, is entered into by and among Elandia
International, Inc. (the “ Company ”) and Amper, S.A. (the “ Buyer ”). Capitalized terms used and not defined elsewhere in this
Agreement have the respective meanings assigned to such terms in the Appendix hereto. The Company and the Buyer shall be
referred to herein as the “ Parties .”
A. The Buyer desires to acquire from the Company, and the Company wishes to issue to the Buyer, upon the terms
and conditions stated in this Agreement, shares of the Common Stock (defined below) of the Company, as described in
Section 1 , in exchange for the contribution by Buyer to Company of 52,235,169 shares of Hemisferio Norte, S.A. (“ Hemisferio
”) representing 89.60% of the capital shares of Hemisferio.
B. Hemisferio owns 100% of the capital shares of Hemisferio Sul Participaçoes Ltda. (“ Hemisferio Sul ”), which owns
88.96% of Medidata Informática, S.A. (“ Medidata ”), which owns 100% of XC Comercial e Exportadora Ltda. (“ XC ”). Each of
Hemisferio, Hemisferio Sul, Medidata and XC shall be known herein as the “ Contributed Entities .”
C. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities
and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”).
NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein and other
good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:
1. CONTRIBUTION .
a. Issuance of Shares and Contribution . Subject to the satisfaction (or waiver) of the conditions set forth in Sections
7 and 8 below, (i) the Company shall issue and sell to Buyer 165,705,913 shares of Co