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 DEFAULT 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
$250,000
May 2, 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 John Lavery (the
"Payee"), at the office of the Payee at Brugh na Carriage, Glenalua
Road, Killiney, Ireland, or at such other place as Payee may
designate in writing, the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000) (the "Principal Amount") on the terms
set forth below. No interest shall accrue. All payments of
principal hereunder shall be made in U.S. currency, and if the U.S.
Dollar weakens between the date of the Note and ninety days
thereafter, the Company shall cover any foreign currency loss
incurred by the Payee.
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 one hundred twenty five thousand dollars ($125,000), shall be
due and payable ninety (90) days from the date of the
Note.
(b) Payment
on an Event of Default. If the Note is not repaid
within ninety (90) days from the date of the Note, the Holder may
request in writing that the Company immediately assign a number of
shares of China Voice Holding Corp.’s (CHVC) restricted
common stock being used as security under this Note (the
“Shares”), such number of shares shall equal the dollar
value of the default amount, to be calculated based on the average
closing price (ACP) of CHVC’s common stock during the ten
trading days prior to the notice of default, and such shares to be
issued monthly on a pro rata basis to the Holder over a period of
twelve months. Holder may proceed to sell the Shares, in accordance
with Rule 144 of the Securities and Exchange Commission (SEC) under
the following terms and conditions: (i) Holder may sell on a daily
basis an amount of shares not to exceed the daily average trading
volume of CHVC’s common stock in the prior month; (ii) Holder
may sell the Shares at a price per share not less than 90% of the
ACP over the ten trading days prior to the Holder’s actual
sale date(s). At the end of each week, Holder shall provide
documentation evidencing all sales of the Shares completed in the
previous month. Should any sales have been completed at less than
90% of the ACP, the Company shall impose a penalty against Holder
equal to that week’s total share value sold. This penalty
will also be imposed should Seller not promptly provide its stock
sales data to Buyer for any given week.
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 by the following assets: five million
(5,000,000) shares of China Voice Holding Corp.’s restricted
common stock held directly by Flint Telecom Group, Inc. (the
“Shares”). Mr. Keaveney and Mr. Browne,
jointly and severally, also agree to personally guarantee this
Note.
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 a
