FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT BETWEEN FLINT TELECOM GROUP, INC. AND CHINA VOICE HOLDING CORP.
Exhibit
4.2
FIRST
AMENDMENT TO
BETWEEN
FLINT
TELECOM GROUP, INC. AND
This
FIRST AMENDMENT dated April 24, 2009 is to delete and modify certain terms and
conditions to that certain Stock Purchase Agreement (the “Agreement”) by and
between Flint Telecom Group, Inc. (“Flint”) and China Voice Holding
Corp., A Nevada Corporation (“CHVC”) dated January 29, 2009.
Unless
otherwise indicated, terms used herein that are defined in the Agreement shall
have the same meanings herein as in the Agreement.
Effective
as of April 24, 2009, the following provision shall be amended and restated as
hereinafter provided:
Section
1.02(b): Purchaser shall pay to CHVC $500,000 by no later than April
30, 2009. Additionally, Purchaser shall issue to CHVC 1,000,000 ($1,000,000
issue price) of Series C preferred stock, redeemable through the following
payment schedule: $275,000 in May of 2009, with the remaining $725,000
redeemable in five equal monthly instalment payments of $145,000 each, starting
on July 15, 2009. Alternatively, should Purchaser close on new funding from a
third party, the remaining $725,000 shall be redeemed through one lump sum
payment, up to a maximum of twenty five percent (25%) of whatever net amount
Purchaser actually receives.
The
obligation to redeem the preferred stock shall be secured by the capital stock
of the six U.S. subsidiary companies owned by the Company: CVC Int’l Inc., Phone
House Inc, a California Corporation, Cable and Voice Corporation, StarCom
Alliance Inc., Dial-Tone Communication Inc., and Phone House of Florida Inc.
(the “Targets”). Notwithstanding, CHVC agrees to subordinate its security
interest in the Targets to any future third party funding closed by the Company,
as required by the Company and approved by CHVC, such approval not to be
unreasonably withheld.
Except as
herein modified, all the terms and conditions of the above referenced Agreement,
Schedules and Exhibits shall remain in full force and effect. In the
event of any conflict between the Amendment and the Agreement, the provisions of
this Amendment shall prevail.
The
parties hereby agree that signatures transmitted and received via facsimile or
other electronic means shall be treated for all purposes of this Amendment as
original signatures and shall be deemed valid, binding and enforceable by and
against both parties.
BOTH
PARTIES HERETO REPRESENT THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT,
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND ACKNOWLEDGE
RECEIPT OF A SIGNED, TRUE AND EXACT COPY OF THIS AMENDMENT.
IN WITNESS WHEREOF, the
parties hereto have agreed to amend the terms and conditions of this Amendment
on the day, month and year first written above.
Flint
Telecom Group,
Inc. China Voice Holding
Corp.
_/s/ Xxxxxxx
Browne________________ /s/
Xxxx Burbank_________________
By:
Xxxxxxx Xxxxxx,
CEO By: Xxxx Xxxxxxx, CEO
Date:
April 24,
2009________________ Date:
April 24,
2009______________
