THIS NOTE
AND THE SHARES OF COMMON STOCK ISSUABLE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF
COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO
THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR
OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.
FLINT TELECOM GROUP,
INC.
PROMISSORY NOTE
€100,000
5 th
May 2009
FOR VALUE
RECEIVED , Flint Telecom
Group, Inc., a Nevada corporation whose principal office is located
at 327 Plaza Real, Suite 319, Boca Raton, FL 33432 (the "Company"),
promises to pay to the order of Donal Lawless (the
"Payee"), at the office of the Payee at Lanis View, Turvey Avenue,
Donabate, Co. Dublin, Ireland, or at such other place as Payee may
designate in writing, the principal sum of One Hundred Thousand
Euro (€100,000) (the "Principal Amount") on the terms set
forth below. No interest shall accrue. All payments of principal
hereunder shall be made in Euro.
1.
Definitions.
Capitalized
terms not defined herein shall have the same meaning as set forth
in the Investment Agreement. The following terms shall have
the meanings herein specified:
"Event of Default"
means an event specified in Section 3 hereof.
"Holder" means the
Payee, and each endorsee, pledgee, assignee, owner and holder of
this Note, as such; and any consent, waiver or agreement in writing
by the then Holder with respect to any matter or thing in
connection with this Note, whether altering any provision hereof or
otherwise, shall bind all subsequent Holders. Notwithstanding
the foregoing, the Company may treat the registered holder of this
Note as the Holder for all purposes.
"Principal Amount"
shall have the meaning set forth in the initial
paragraph.
"Person" means an
individual, trust, partnership, firm, association, corporation or
other organization or a government or governmental
authority.
Words
of one gender include the other gender; the singular includes the
plural; and the plural includes the singular, unless the context
otherwise requires.
2. Payment
of this Note - Principal and Interest.
(a) Payment
after Milestone Deadline. All principal, and a cash fee
of eight thousand euro (€8,000), shall be due and payable on
31 May 2009. Additionally, the Company shall issue to the Holder
thirty thousand (30,000) shares of restricted common stock on 31
May 2009.
(b) If
an Event of Default occurs and is continuing, then the Holder of
this Note may without presentment, protest, notice or demand, all
of which are expressly waived, declare this Note immediately due
and payable and demand payment of all principal and , at any time
thereafter, the Holder may proceed to collect such unconverted
principal.
(c)
Prepayment . The Company may prepay this
Note at any time without penalty.
(d)
Security . This Note and the amounts due
hereunder are secured on 300,000 shares of Flint restricted common
stock held directly by Mr. Vincent Browne.
The existence
of any of the following conditions shall constitute an Event of
Default:
(a) Commencement
of proceedings under any bankruptcy or insolvency law or other law
for the reorganization, arrangement, composition or similar relief
or aid of debtors or creditors if such proceeding remains
undismissed and unstayed for a period of 60 days following notice
to the Company by the Holder.
(b) If
the Company shall dissolve, liquidate or wind up its affairs or
sell substantially all of its assets, unless the provisions of
Section 4 of this Note are met, in which case there is no Event of
Default.
4. Compliance with Securities Laws .
(a) The
Holder agrees and acknowledges that none of these common shares
acquired are, and may never be, registered under the Securities Act
of 1933 or under any state securities or "blue sky" laws of any
state of the United States, and, unless so registered, may not be
offered or sold in the United States or, directly or indirectly, to
U.S. Persons (as that term is defined in Regulation S under the
Securities Act of 1933), except in accordance with the provisions
of Regulation S, pursuant to an effective registration statement
under the Securities Act of 1933, or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act of 1933 and in each case only in accordance
with applicable state and federal securities laws. Additionally,
the Holder may only sell a maximum amount of shares per month not
to exceed the weekly average trading volume of Flint’s common
stock in the prior month
