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 • China Voice Holding Corp. • Telephone & telegraph apparatus • 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.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 4th, 2009 • China Voice Holding Corp. • Telephone & telegraph apparatus • 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”).
