exhibit4-1.htm


    NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE SECURITIES ARE
RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

    


    Flint
Telecom, Inc.

    


    Incorporated
Under the Laws of the State of Delaware

    


    _________ Common Stock

    Purchase
Warrants

    


    CERTIFICATE
FOR COMMON STOCK

    PURCHASE
WARRANTS

    


     

    1.           Warrants.  This
Warrant Certificate certifies that ______________________, or
registered assigns (the "Holder"), is the registered owner of the
above-indicated number of Warrants expiring on September 18, 2011
("Expira­tion Date").  One (1) Warrant entitles the Holder to
purchase one share of common stock, $.01 par value ("Share"), from Flint
Telecom, Inc., a Delaware corporation ("Company"), at a purchase price of $0.50
per share ("Exercise Price"), commencing September 18, 2008, and terminating on
the Expiration Date ("Exercise Period"), upon surrender of this Warrant
Certificate with the exercise form hereon duly completed and
executed with payment of the Exercise Price at the offices of the Company, 303
Park Ave. S., Suite 1420, New York, NY 10010.

    


    2.           Transfer of Warrants.
The Warrants represented by this Warrant Certificate shall not be transferable
except upon the death of the Holder and then only to the estate of the Holder or
pursuant to the Holder's will or the applicable laws of descent and
distribution.

    


    3.           Exercise of Warrant.
The Warrant may be exercised in whole or in part at any time on or before the
Expiration Date upon surrender of the Warrant in conjunction with Form of
Election to Purchase and the payment at the Exercise Price stipulated
above.  If the Warrant is exercised in part, then the Holder shall be
entitled to receive a new Warrant covering the remaining number of Warrant
Shares not exercised.

    


    4.           Expiration of
Warrants.  No Warrant may be exercised or converted after 5:00
p.m. Eastern Standard Time on the Expiration Date and any Warrant not exercised
or converted by such time shall become void, unless the Expiration Date of this
Warrant is extended by the Company.

    


    5.           Reorganization,
Consolidation, Merger, or Sale of Assets.  If at any time while
the Warrant, or any portion thereof, remains outstanding and unexpired, should
there occur a reorganization, merger, or consolidation; or should there occur a
sale or transfer of the Company’s assets or properties substantially in entirety
as part of a reorganization, merger or consolidation, then lawful provision
shall be made so that the Holder shall thereafter be entitled to receive upon
exercise of the Warrant, or any unexpired exercisable portion thereof, the
number of shares of stock or other securities or property of the successor
corporation resulting from such reorganization, consolidation, merger, sale or
transfer that the Holder would have been entitled to if the Warrant, or portions
thereof, had been exercised immediately prior to the event.  The
foregoing shall apply


    
      
        
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    similarly
to any successive reorganizations, consolidations, mergers, sales or transfers
that may occur while the Warrant, or any portion thereof, remains
exercisable.

    


    6.           Reservation of Stock
Underlying the Warrant.  At all times until the expiration of
the Warrant, the Company will authorize, reserve, and keep available, solely for
issuance and delivery upon the exercise of the Warrant, the shares of Common
Stock of the Company that shall be receivable upon exercise of the
Warrant.

    


    7.           Underlying Stock to be Fully
Paid and Non-Assessable.  The Company covenants that the shares
of Common Stock issuable upon exercise of the Warrant shall be duly and validly
issued, fully paid, non-assessable, and free of any liens, charges, and all
taxes with respect to the issue thereof.

    


    8.           No
Impairment.  The Company shall not, by amendment of its
Certificate of Incorporation or

    other
method or venue, avoid or seek to avoid the observance or performance of any of
the terms of the Warrant, but shall at all times, in good faith, take all such
actions as may be necessary or appropriate in order to protect the rights of the
Holder thereunder against impairment.

    


    9.           Assignment.  This
Warrant may not be assigned by either party hereto without the prior written
consent of the other (except that the Company may without the prior written
consent of the Holder assign this Warrant in the event of a merger,
acquisition, reorganization or the sale of all or substantially all of its
assets to another corporation to the surviving entity of such merger,
acquisition, reorganization or sale).

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its CEO and
by its Secretary.

    


    Dated:   September
__, 2008

    


    Flint
Telecom, Inc.

    Attest:

    


    
      	
              ____________________________________

            	
              By:
      ________________________________

            
	
              _________________________,
      Secretary

            	
              Vincent
      Browne, CEO

            


    

    



    
      
        
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    FORM
OF ELECTION TO PURCHASE

    


    (To be
executed by the Holder if he desires to exercise

    Warrants
evidenced by the within Warrant Certificate)

    


    To Flint
Telecom, Inc.:

    


    The
undersigned hereby irrevocably elects to exercise ____________ Warrants,
evidenced by the within Warrant Certificate for, and to purchase thereunder,
________________ full shares of Common Stock issuable upon exercise of said
Warrants and delivery of $____________ and any applicable taxes.

    


    The
undersigned requests that certificates for such shares be issued in the name
of:

    


    PLEASE INSERT SOCIAL SECURITY
OR

       TAX IDENTIFICATION
NUMBER

    


    


    _______________________________                                                                       ______________________________________

    (Please
print name and address)

    


    _______________________________                                                                       ______________________________________

    


    _______________________________                                                                       ______________________________________

    


    If said
number of Warrants shall not be all the Warrants evidenced by the within Warrant
Certificate, the undersigned requests that a new Warrant Certificate evidencing
the Warrants not so exercised be issued in the name of and delivered
to:

    


    _______________________________________________________

    _______________________________________________________

    _______________________________________________________

    (Please
print name and address)

    


    


    Dated:
____________________                                                                Signature:
_____________________________________

    


    
      	
              NOTICE:

            	
              The
      above signature must correspond with the name as written upon the face of
      the within Warrant Certificate in every particular, without alteration or
      enlargement or any change whatsoever, or if signed by any other person the
      Form of Assignment hereon must be duly executed and if the certificate
      representing the shares or any Warrant Certificate representing Warrants
      not exercised is to be registered in a name other than that in which the
      within Warrant Certificate is registered, the signature of the holder
      hereof must be guaranteed.

            


    

    


    Signature
Guaranteed:  __________________________________________

    


    SIGNATURE
MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING
STOCK EXCHANGES:  NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

    



    
      
        
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