Exhibit
2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF
MERGER
BETWEEN
FLINT TELECOM GROUP, INC., FLINT
ACQUISITION CORPS. (A-E),
CHINA VOICE HOLDING CORP., CVC
INT’L INC., PHONE HOUSE INC (OF CALIFORNIA), CABLE AND VOICE
CORPORATION,
STARCOM ALLIANCE INC, DIAL-TONE
COMMUNICATION INC,
AND PHONE HOUSE OF FLORIDA,
INC.
This FIRST
AMENDMENT dated April 24, 2009 is to delete and modify certain
terms and conditions to that certain Agreement and Plan of Merger
(the “Agreement”) by and between Flint Telecom Group,
Inc. (“Flint”), 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 of
Florida 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”) 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
March 16, 2009, the parties hereto agree to delete the following
provisions:
Section
7.2(d)(v):
“Agree to
a reduction of Merger Stock in the event of a failure by the
Targets as a group to achieve minimum sales and gross profits
percentage levels for the period from March 1, 2009 through August
31, 2009. The minimum levels shall equal 85% of the sales and gross
profits percentage reported by the Targets as a group for the
quarter ending September 30, 2008, annualized over a six month
period (“Minimum Levels”). In the event that the gross
revenue and gross profit percentage achieved by the Targets as a
group during the period from March 1, 2009 through August 31, 2009
are below the Minimum Levels and the decrease in gross revenue and
gross profit percentage was not caused by actions of Parent or its
affiliates or employees, then the Merger Stock shall be reduced by
a percentage equal to the average of the percentage ratios of the
short-falls in sales and gross profit percentage to the Minimum
Levels.”
Section
7.2(d)(vi):
“Shareholders shall establish an escrow
account pursuant to section 9.14 to be held against any reduction
of Merger Stock under section 7.2 (d) (v) and any other damages
which may arise under section 7.2 (d).”
Additionally,
