STOCK PURCHASE
AGREEMENT
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”).
Whereas CHVC
has agreed to sell and Purchaser desires to purchase all of the
issued and outstanding capital stock of certain wholly owned
subsidiaries of CHVC, (the “Subsidiaries”, whether one
or more) on the terms and conditions set forth in an Agreement and
Plan of Merger dated January 29, 2009 (“Merger
Agreement”), and
Whereas CHVC
desires to sell and Purchaser desires to purchase 15,000,000 shares
of common stock of CHVC contemporaneously with the Merger
Agreement,
Now, therefore,
in consideration of the mutual promises of the parties; in reliance
on the representations, warranties, covenants, and conditions
contained in this Agreement; and for other good and valuable
consideration, the parties agree as follows:
ARTICLE
1: SALE
1.01
Sale of Stock . CHVC agrees to sell, convey,
transfer, assign, and deliver to Purchaser 15,000,000 shares of
CHVC common stock and Purchaser agrees to purchase such stock
(collectively, the “Stock”).
1.02
Consideration; Terms of Sale . (a) In
consideration of the sale and transfer of the Stock and the
representations, warranties, and covenants of CHVC set forth in
this Agreement, Purchaser shall deliver to CHVC the following
consideration on the Closing Date;
(b) Purchaser shall pay $750,000 on or before
February 27, 2009 and $750,000 on or before April 30,
2009.
(c) Purchaser shall deliver its promissory note
to CHVC in the amount of $7,000,000 (“Note”) upon
signing of the Merger Agreement. The Note shall not bear any
interest pre-default and shall be secured by 15,000,000 shares of
CHVC common stock and the guarantee of Purchaser. The Note shall be
payable in three equal installments on December 31, 2009, July 31,
2010, December 31, 2010,
(d) As each payment is made on the Note,
security will be reduced proportionally to the amount of Note
repaid. By way of example, when the first scheduled repayment is
made then security against the Note will be 10,000,000 shares of
CHVC and so on until all repayments are made. Buyer will be free to
use the 5,000,000 shares released on each payment date at its sole
discretion.
(e) The Note will bear interest at Eighteen
percent (18%) per year for any period of time when a payment is
past due.
(f) Purchaser agrees that no
securities shall be sold in the public market
for twenty-four months after the Closing
Date, without the consent of CHVC. There will be placed
on the certificates for such shares, or shares issued in
substitution thereof, a legend stating in substance:
“The securities represented by this
certificate are subject to restrictions on transfer set forth in
the Stock Purchase Agreement dated January 29, 2009, a copy of
which may be obtained from the Secretary of the
Company. The securities may not be sold or otherwise
disposed of prior to January 29, 2011. This restriction
is independent of and in addition to the other restrictions on
transfer noted hereon.”
1.03
Closing . The date of execution of the Merger
Agreement shall be deemed the “Closing Date” of this
transaction.
ARTICLE
2: SELLER'S
REPRESENTATIONS AND WARRANTIES
CHVC hereby
represents and warrants to Purchaser that the following facts and
circumstances are true and correct as of the date of this
Agreement:
2.01
Organization . CHVC is duly organized, validly
existing, and in good standing under the laws of its state of
incorporation. CHVC is qualified to do business in all
jurisdictions in which it does business and has all requisite power
and authority (corporate and, when applicable, government) to own,
operate, and carry on its businesses as now being
conducted.
2.02
Authority . CHVC has full power and authority to
execute, deliver, and consummate this Agreement, subject to the
conditions to Closing set forth in this Agreement.
2.03
Representations . No representation, warranty, or
covenant made to Purchaser in this Agreement contains or will
contain any untrue statement of a material fact, or omits or will
omit a material fact necessary to make the statements contained in
this Agreement not misleading.
2.04
Broker . Neither CHVC, nor any of its officers,
directors, employees, or stockholders, has retained, consented to,
or authorized any broker, investment banker, or third party to act
on its behalf, directly or indirectly, as a broker or finder in
connection with the transactions contemplated by this
Agreement.
2.05
Compliance with Securities Laws . (a) Purchaser
acknowledges that CHVC is relying upon the accuracy and
completeness of the statements and representations contained in
this section in complying with its obligations under the federal
and state securities laws. Purchaser acknowledges and
represents that:
(i) Purchaser is in a financial position to hold
the Shares,( the “Securities”) for an indefinite period
of time, is able to bear the economic risk of an investment in the
Securities and may withstand a complete loss of Purchaser’s
investment in the Securities;
(ii) The Purchaser believes that it, either
alone or together with the assistance of its own professional
advisor or advisors, has the knowledge and experience in business
and financial matters that make it capable of reading and
interpreting financial statements of and concerning CHVC and of
evaluating the merits and risks of an investment in the
Securities;
(iii) Purchaser has obtained, to the extent it
deems necessary, its own personal professional advice with respect
to the risks inherent in an investment in the Securities and to the
suitability of an investment in the Securities in light of its
financial condition and investment needs;
(iv) Purchaser understands that an investment in
the Securities is highly speculative but that it believes that an
investment in the Securities is suitable based upon
Purchaser’s investment objectives and financial needs, and
that it has adequate means for providing for its current financial
needs and contingencies and has no need for liquidity of investment
with respect to the Securities;
(v) Purchaser acknowledges access to full and
complete information regarding CHVC and has utilized that access to
Purchaser’s satisfaction for the purpose of obtaining
information concerning the named entities, an investment in the
Securities and the terms and conditions of this offering of the
Securities, and has either attended or been given reasonable
opportunity to attend a meeting with representatives of CHVC for
the purpose of asking questions of, and receiving answers from,
these representatives concerning CHVC, an investment in the
Securities
and the terms and conditions of this offering of
the Securities, and for the purpose of obtaining any additional
information to the extent reasonable available that is necessary to
verify the information provided;
(vi) Purchaser recognizes that the Securities as
an investment involve a high degree of risk;
(vii) Purchaser realizes that (A) the purchase
of the Securities is a long-term investment; (B) the Purchaser must
bear the economic risk of investment for an indefinite period of
time because the Securities have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
state, and, therefore, cannot be sold unless they are subsequently
registered under these laws or exemptions from registrations are
available; (C) there presently is no public market for the
Securities and Purchaser may not be able to liquidate Purchaser's
investment in the Securities in the
