Exhibit 2.2
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 event of an emergency or to pledge the Securities
as collateral for loans; and (D) the transferability of the
Securi
