AGREEMENT AND PLAN OF MERGER BY AND AMONG Flint Telecom Group, Inc., Flint Acquisition Corps. (A-E), China Voice Holding Corp. AND StarCom Alliance Inc, Dial-Tone Communication Inc, and Phone House Inc. (Florida) DATED AS OF JANUARY 29, 2009Merger Agreement • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec • Florida
This Agreement and Plan of Merger and Reorganization made this date by and between Flint Telecom Group Inc., a Nevada Corporation ("PARENT"), Flint Acquisition Corps. (A-E), and/or assigns, each a wholly-owned subsidiary of Parent and a Florida Corporation, ("MERGER SUBS"), CVC Int’l Inc. a Florida Corporation (“CVC”), Phone House Inc, a California Corporation ("PHC"), Cable and Voice Corporation, A Florida Corporation (“C&V”), StarCom Alliance Inc, a Florida Corporation (“SCA”), Dial-Tone Communication Inc, A Florida Corporation (“DTC”), and Phone House Inc, a Florida Corporation (“PHF”), each a wholly-owned subsidiary of CHVC and collectively referred to as the “Targets”; and China Voice Holding Corp., A Nevada Corporation (“CHVC” or "Shareholder"). Parent, Merger Subs, Targets, and Shareholder are referred to collectively herein as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 29th day of January, 2009, (the “Effective Date”) by and between Flint Telecom Group. Inc, a Nevada corporation (the “Company”), and Bill Burbank, whose residence address is 2605 Windham Court, Delray Beach, Florida 33445 (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec • Florida
This Stock Purchase Agreement (“Agreement”) made this date by and between CHINA VOICE HOLDING CORP., a Nevada corporation (“CHVC”) and FLINT TELECOM GROUP, INC., a Nevada corporation (“Purchaser”).
SECURITY AGREEMENTSecurity Agreement • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec
THIS SECURITY AGREEMENT is made and entered into by and between Flint Telecom Group, Inc., a Nevada Corporation (“Debtor”), and CHINA VOICE HOLDING CORP., a Nevada Corporation, (“Secured Party”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec • Nevada
THIS COMON STOCK AND WARRANT PURCHASE AGREEMENT is made as of the 29th day of January, 2009, by and between Flint Telecom Group, Inc. (the “Company”), a corporation organized under the laws of the state of Nevada, with its executive offices at 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326, and Redquartz Atlanta, LLC, an entity incorporated in the state of ___________ and whose address is set forth on the signature page hereof (the “Investor”).
AGREEMENT AND PLAN OF CORPORATE SEPARATION AND REORGANIZATION (Exhibit A1)Agreement and Plan of Corporate Separation and Reorganization • February 4th, 2009 • Flint Telecom Group Inc. • Services-business services, nec • California
This Agreement and Plan of Corporate Separation and Reorganization ("Agreement") is made as of January 29, 2009 by and between Semotus, Inc., a California corporation (“Semotus”), Flint Telecom Group, Inc., a Nevada corporation (“Flint”), and the undersigned shareholder (the “Shareholder”).
