exhibit4_4.htm


    COMMON
STOCK AND WARRANT PURCHASE AGREEMENT

    


    THIS COMON STOCK AND WARRANT PURCHASE
AGREEMENT is made as of the 29th day of
January, 2009, by and between Flint Telecom Group, Inc. (the “Company”), a
corporation organized under the laws of the state of Nevada, with its executive
offices at 3390 Peachtree Rd. NE, Suite 1000, Atlanta, GA 30326, and Redquartz
Atlanta, LLC, an entity incorporated in the state of ___________ and whose
address is set forth on the signature page hereof (the “Investor”).

    


    IN CONSIDERATION of the mutual
covenants contained in this Agreement, the Company and the Investor agree as
follows:

    


    SECTION 1.  Authorization
of Sale of the Shares.
Subject to the terms and conditions of this Agreement, the Company has
authorized the sale to the Investor five million four hundred fifty four
thousand, four hundred fifty four (5,454,545) shares of common stock, $0.01 par
value, of the Company (the “Shares”) and three million, seven hundred fifty
thousand (3,750,000) warrants to purchase shares of common stock at $0.40 per
share, having a three year term and a cashless exercise provision, as set forth
in more detail in the Warrant Certificate, attached hereto as Exhibit A (the
“Warrants”) as set forth on the signature page hereof.

    


    SECTION 2.  Agreement
to Sell and Purchase the Shares.  At the Closing
(as defined in Section 3), the Company will sell the Shares and Warrants
(together, the “Securities”) to the Investor, and the Investor will buy the
Shares from the Company, upon the terms and conditions hereinafter set forth, at
a price of twenty seven and one half cents ($0.275) per Share for an aggregate
purchase price set forth on the signature page hereof.  The Investor
acknowledges that the Closing price of its common shares on the OTC Bulletin
Board on January 13, 2009 was $0.26.

    


    SECTION 3.  Delivery
of Shares at the Closing.  The completion of
the purchase and sale of the Shares and the Warrants (the “Closing”) shall occur
simultaneously with the execution of stock purchase agreements for the purchase
of Shares and Warrants (the “Closing Date”).  At the Closing, the
Company will issue to the Investor one or more stock certificates representing
the Shares and the Warrants registered in the name of the Investor, or in such
nominee name(s) as designated by the Investor in writing.  The name(s)
in which the stock certificates are to be registered are set forth in the Stock
Certificate Questionnaire attached hereto as Appendix
I.  The Company’s obligation to complete the purchase and sale
of the Shares being purchased hereunder and deliver such certificates to the
Investor at the Closing shall be subject to the following conditions, any one or
more of which may be waived by the Company: (a) receipt by the Company of
same-day funds in the full amount of the purchase price for the Shares being
purchased hereunder; (b) the accuracy in all material respects of the
representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to or at the Closing, and (c)
the Company agreeing to accept the Investor’s subscription prior to or at the
Closing.  The Investor’s obligation to accept delivery of such
certificates and to pay for the Shares and Warrants evidenced thereby shall be
subject to the accuracy in all material respects of the representations and
warranties made by the Company herein and the fulfillment of those undertakings
of the Company to be fulfilled prior to or at the Closing.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION 4.  Representations,
Warranties and Covenants of the Company.  The Company
hereby represents and warrants to, and covenants with, the Investor as
follows:

    


    4.1           Organization
and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the state of Nevada.  Each of the Company and its subsidiaries is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or
leasing of property makes such qualification or leasing necessary unless the
failure to so qualify has not and could not reasonably be expected to have a
material adverse effect.

    


    4.2           Authorized
Capital Stock.  The authorized
capital stock of the Company consists of 100,000,000 common
shares.  The number of common shares and all subscriptions, warrants,
options, convertible securities, and other rights to purchase or otherwise
acquire equity securities of the Company issued and outstanding as at September
30, 2008, are as set forth in the unaudited financial statements of the Company
for the quarter ended September 30, 2008 as provided to the Investor in the
Information Documents.  The Company has reserved from its duly
authorized capital stock the maximum number of shares of common stock issuable
pursuant to this Agreement.

    


    4.3           Issuance,
Sale and Delivery of the Shares.  The Shares and
Warrants being purchased hereunder have been duly authorized, and when issued,
delivered and paid for in the manner set forth in this Agreement, will be duly
authorized, validly issued, fully paid and non-assessable.

    


    4.4           Due
Execution, Delivery and Performance of the Agreements.  The Company has
full legal right, corporate power and authority to enter into this Agreement and
perform the transactions contemplated hereby.  This Agreement has been
duly authorized, executed and delivered by the Company.  The
consummation by the Company of the transactions herein contemplated will not
violate any provision of the organizational documents of the
Company.  The execution, delivery and performance of this Agreement by
the Company and the consummation by the Company of the transactions herein
contemplated will not result in the creation of any lien, charge, security
interest or encumbrance upon any assets of the Company pursuant to the terms or
provisions of, or conflict with, result in the breach or violation of, or
constitute, either by itself or upon notice or the passage of time or both, a
default under any material agreement, mortgage, deed of trust, lease, franchise,
license, indenture, permit or other instrument to which the Company is a party
or by which the Company or any of its properties may be bound or affected and in
each case which individually or in the aggregate would have a material adverse
effect on the condition (financial or otherwise), properties, business,
prospects, or results of operations of the Company and its subsidiaries, taken
as a whole (a “Material Adverse Effect”), or any statute or any authorization,
judgement, decree, order, rule or regulation of any court or any regulatory
body, administrative agency or other governmental body applicable to the Company
or any of its respective properties.  Upon its execution and delivery,
and assuming the valid execution thereof by the Investor, this Agreement will
constitute a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.5.           Integration,
etc.  The Company has not in the past nor will it hereafter
take any action to sell, offer for sale or solicit offers to buy any securities
of the Company which would bring the offer, issuance or sale of the Shares, as
contemplated by this Agreement, within the provisions of Section 5 of the
Securities Act.  Neither the Company nor any of its Affiliates (as
defined in Rule 501(b) of Regulation D under the Securities Act) has directly,
or through any agent, (i) sold, offered for sale, solicited offers to buy or
otherwise negotiated in respect of, any “security” (as defined in the Securities
Act) which is or could be integrated with the sale of the Shares in a manner
that would require the registration under the Securities Act of the
Shares  which form the Shares or (ii) engaged in any form of general
solicitation or general advertising (as those terms are used
in  Regulation D under the Securities Act) in connection with the
offering of the Shares or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act.

    


    4.6           Compliance
with Securities Laws.  Subject to the
accuracy of the representations and warranties of the Investor contained herein,
the issuance of the Shares and Warrants to the Investor hereunder is exempt from
the registration and prospectus delivery requirements of the Securities
Act.

    


    4.7           Additional
Information.  The Company has made available to the Investor a
true and complete copy of each report, schedule, and definitive proxy statement
filed by the Company with the Securities and Exchange Commission (the
“Commission) under the Securities Exchange Act of 1934 (the “Exchange Act”) (as
such documents have since the time of their filing been amended).

     

    4.9           Deliveries
at Closing. The Company shall have delivered to the
Investor a Certificate, executed on behalf of the Company by its
Secretary, dated as of the Closing Date, certifying the resolutions adopted by
the Board of Directors of the Company approving the transactions contemplated by
this Agreement and the issuance of the Shares and
Warrants, certifying the current versions
of the articles of the Company and certifying as to the signatures and authority
of persons signing the Agreements and related documents on behalf of the
Company.

     

    4.10Most
Favored Nations.
During the time period beginning from the Closing Date and ending on the one (1)
year anniversary of the Closing Date, if the Company issues common stock or
securities convertible or exercisable into stock at a price (or conversion or
exercise right) that is less than twenty seven and one half cents ($0.275) per
share (the “Adjustment
Price”), then, at the time of such issuance(s) the Company shall issue
and deliver to the Investor, in proportion to the amount of Shares such Investor
purchased, an additional number of shares of common stock pursuant to the
following formula: the quotient determined by dividing (i) the Aggregate Amount
by (ii) the Adjustment Price and then subtracted by the Shares (the “Adjustment
Shares”). However, this provision shall not apply to (i) any convertible or
exercisable securities currently issued and outstanding or which shall be issued
and outstanding within the following ninety days from the Closing Date, (ii) any
new issuances of common stock to executive officers or key employees of the
Company, or (iii) any new issuances of securities exercisable into stock
pursuant to the Company’s Stock Option Plan(s).  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION 5.  Representations,
Warranties and Covenants of the Investor. In order to induce the
Company to accept this Agreement, the Investor hereby represents and warrants
to, and covenants with, the Company as follows:

    


    5.1(a)                      The
Investor has received and had the opportunity to review the Information
Documents, and has been given access to full and complete information regarding
the Company and has utilized such access to the Investor’s satisfaction for the
purpose of obtaining such information regarding the Company as the Investor has
reasonably requested; and, particularly, the Investor has been given reasonable
opportunity to ask questions of, and receive answers from, representatives of
the Company concerning the terms and conditions of this Agreement and to obtain
any additional information, to the extent reasonably available;

    


    (b)           Except
for the Company information described in the Information Documents, the Investor
has not been furnished with any other materials or literature relating to the
offer and sale of the Securities; except as set forth in this Agreement, no
representations or warranties have been made to the Investor by the Company, or
any agent, employee, or affiliate of the Company or such selling
agent.

    


    (c)           The
Investor believes that an investment in the Securities is suitable for the
Investor based upon the Investor investment objectives and financial
needs.  The Investor (i) has adequate means for providing for the
Investor’s current financial needs and personal contingencies; (ii) has no need
for liquidity in this investment; (iii) at the present time, can afford a
complete loss of such investment; and (iv) does not have an overall commitment
to investments which are not readily marketable that is disproportionate to the
Investor's net worth, and the Investor's investment in the Securities will not
cause such overall commitment to become excessive.

    


    (d)           The
Investor, in reaching a decision to subscribe, has such knowledge and experience
in financial and business matters that the Investor is capable of reading
and interpreting financial statements and evaluating the merits and risk of an
investment in the Securities and has the net worth to undertake such
risks.

    


    (e)           The
Investor was not offered or sold the Securities, directly or indirectly, by
means of any form of general advertising or general solicitation, including, but
not limited to, the following:  (1) any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar medium
of or broadcast over television or radio; or (2) to the knowledge of the
undersigned, any seminar or meeting whose attendees had been invited by any
general solicitation or general advertising.

    


    (f)           The
Investor has obtained, to the extent the Investor deems necessary, the
Investor’s own personal professional advice with respect to the risks inherent
in the investment in the securities, and the suitability of an investment in the
Securities in light of the Investor's financial condition and investment
needs;

    


    (g)           The
Investor recognizes that the Securities as an investment involves a high degree
of risk, including those set forth under the caption "Risk Factors" in our
annual report filed with the Securities and Exchange Commission on Form 10K,
and, in addition to those Risk Factors, the Risk Factors as listed in Appendix III of this
Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.2           The
Investor represents and warrants to, and covenants with, the Company that: (i)
the Investor is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in securities
representing an investment decision like that involved in the purchase of the
Securities, including investments in securities issued by the Company, and has
requested, received, reviewed and understood all information it deems relevant
in making an informed decision to purchase the Securities, including, without
limitation, the information contained in the Information Documents; (ii) it
acknowledges that the offering of the Securities pursuant to this Agreement has
not been reviewed by the Commission or any state or Canadian regulatory
authority; (iii) the Investor is acquiring the number of Securities set forth in
the signature page hereto, for its own account for investment only and with no
present intention of distributing any of the Securities the distribution
thereof; (iv) the Investor will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the securities which form such
Securities except in compliance with the Securities Act, the Securities Act
Rules and Regulations and any applicable state securities or blue sky laws; (v)
the Investor has completed or caused to be completed the Stock Certificate
Questionnaire, attached hereto as Appendix
I, and the answers thereto are true and correct as of the date hereof;
(vi) the Investor has, in connection with its decision to purchase the number of
Securities set forth on the signature page hereof, not relied upon any
representations or other information (whether oral or written) other than as set
forth in the Information Documents and the representations and warranties of the
Company contained herein; (vii) the Investor has had an opportunity to discuss
this investment with representatives of the Company and ask questions of them
and such questions have been answered to the full satisfaction of the Investor;
and (viii) the Investor is an “accredited investor” within the meaning of Rule
501 of Regulation D promulgated under the Securities Act because such Investor meets at
least one of the conditions set forth in Appendix
II hereto.

    


    5.3           The
Purchase acknowledges that (1) the Securities have not been been registered
under the provisions of the 1933 Act, and may not be transferred unless the
Investor shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that the
Securities to be sold or transferred may be sold or transferred pursuant to Rule
144 promulgated under the 1933 Act; (2) any sale of the Securities made in
reliance on Rule 144 promulgated under the 1933 Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such Securities under circumstances in which the
seller, or the person through whom the sale
is made, may be deemed to be an underwriter, as that term is used in the 1933
Act, may require compliance with some other exemption under the 1933 Act or the
rules and regulations of the Securities and Exchange Commission (“Commission” or
the “SEC”) thereunder; and (3) neither the Company nor any other person is under any obligation to register the
Securities under the 1933 Act.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.4           The
Investor further represents and warrants to, and covenants with, the Company
that (i) the Investor has full right, power, authority and capacity to enter
into this Agreement and to consummate the transactions contemplated hereby and
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement, (ii) the Investor is duly organized, validly
existing and in good standing under the laws of the its jurisdiction of
organization, and (iii) upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of the Investor
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

    


    5.5(a)                      The
Investor recognizes that an investment in the Securities is speculative and
involves a high degree of risk, including a risk of total loss of the Investor’s
investment. The Investor can bear the economic
risk of this investment and can afford a complete loss thereof.  The Investor has such knowledge and prior
substantial investment experience in financial and business matters,
including
investment in
non-listed and non-registered securities, and has had the opportunity to read
the SEC Documents and to evaluate the merits and risks of investment in the
Company and the Shares.

    


    (b)           All
of the information provided to the Company or its agents or representatives
concerning the Investor’s suitability to invest in the Company and the
representations and warranties contained herein, are complete, true and correct
as of the date hereof.  The Investor understands that the Company is
relying on the statements contained herein to establish an exemption from
registration under U.S. federal and state securities laws.

    


    5.6           The
address set forth in the signature page hereto is the Investor’s true and
correct domicile.

    


    5.7           Prior
to the execution of this Purchase Agreement, the Investor and any affiliates
of Investor have not participated in any hedging transactions involving the
Company’s Common Stock and have not sold short any
of the Company’s Common Stock. The Investor
does not have a present intention to sell the Securities, nor a present
arrangement or intention to effect any distribution of any of the Securities to
or through any person or entity for purposes of selling, offering, distributing
or otherwise disposing of any of the Securities.

    


    5.8           The
Investor understands and agrees that each certificate or other document
evidencing any of the Securities shall be endorsed with the legend in
substantially the form set forth below, as well as any other legends required by
applicable law, and the Investor covenants that the Investor shall not transfer
the Shares represented by any such certificate without complying with the
restrictions on transfer described in the legends endorsed on such
certificates:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR REGISTERED OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR CANADIAN SECURITIES
LAWS.  THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR
QUALIFIED UNDER APPLICABLE STATE LAW AND, IF APPLICABLE, CANADIAN SECURITIES
LAWS OR (B) EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE
AVAILABLE.  AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE
SECURITIES, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR
QUALIFICATIONS IS LEGALLY REQUIRED FOR SUCH TRANSFER.

     

    5.9           The
Investor agrees not to trade any of the Securities to any person or company
before the date which is 6 months from the Closing Date. 

    


    5.10           The
Investor may be required to bear the economic risk of the investment
indefinitely because none of the Securities may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from registration is
available. Any resale of any of the Securities can be made only pursuant to
(i) a registration statement under the Securities Act which is effective and
current at the time of sale or (ii) a specific exemption from the registration
requirements of the Securities Act.  In claiming any such exemption,
the Investor will, prior to any offer or sale or distribution of any
Securities advise the Company and, if requested, provide the Company with a
favorable written opinion of counsel, in form and substance satisfactory to
counsel to the Company, as to the applicability of such exemption to the
proposed sale or distribution.

    


    5.11           The
Investor understands that the exemption afforded by Rule 144 promulgated by the
Commission under the Securities Act (“Rule 144”) will not become available for
at least six months from the date of payment for the Shares and any sales in
reliance on Rule 144, if then available, can be made only in accordance with the
terms and conditions of that rule, including, among other things, a requirement
that the Company then be subject to, and current, in its periodic filing
requirements under the Exchange Act, and, among other things, a limitation on
the amount of shares of Common Stock that may be sold in specified time periods
and the manner in which the sale can be made; that, while the Company’s Common
Stock is registered under the Exchange Act and the Company is presently subject
to the periodic reporting requirements of the Exchange Act, there can be no
assurance that the Company will remain subject to such reporting obligations or
current in its filing obligations; and that, in case Rule 144 is not
applicable to a disposition of the Shares, compliance with the registration
provisions of the Securities Act or some other exemption from such registration
provisions will be required.

    


    5.12           The
Investor has taken no action which would give rise to any claim by any person
for brokerage commission, finder’s fees or similar payments by Investor relating
to this Purchase Agreement or the transactions contemplated
hereby.  The Company shall have no obligation with respect to such
fees or with respect to any claims made by or on behalf of other persons for
fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated hereby.  The Investor shall indemnify
and hold harmless the Company, its employees, officers, directors, agents, and
partners, and their respective affiliates,
from and against all claims, losses, damages, costs (including the costs of
preparation and attorney’s fees) and expenses suffered in respect of any such
claimed or existing fees, as and when incurred.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.13           The
execution, delivery and performance of this Purchase Agreement by the Investor,
and the consummation of the transactions contemplated hereby, will not (i)
violate any provision of the Investor’s corporate organizational documents, (ii)
violate, conflict with or result in the breach of any of the terms of, result in
a material modification of the effect of, otherwise, give any other contracting
party the right to terminate, or constitute (or with notice or lapse of time or
both) a default under, any contract or other agreement to which the Investor is
a party or by or to which the Investor or any of the Investor’s assets or
properties may be bound or subject, (iii) violate any order, judgment,
injunction, award or decree of any court, arbitrator or governmental or
regulatory body by which the Investor, or the assets or properties of the
Investor are bound and (iv) to the Investor’s knowledge, violate any statute,
law or regulation, including but not limited to the USA Patriot
Act.

    


    SECTION 6.  Survival
of Representatives, Warranties and Agreements. Notwithstanding any
investigation made by any party to this Agreement, all covenants, agreements,
representations and warranties made by the Company and the Investor herein and
in any certificates or documents delivered pursuant hereto or in connection
herewith shall survive following the delivery to the Investor of the Shares
being purchased and the payment therefor.

    


    SECTION 7.  Reliance
on Representations.  The Investor understands the meaning and
legal consequences of the representations, warranties, agreements, covenants,
and confirmations set out above and agrees that the subscription made hereby may
be accepted in reliance thereon.  The Investor agrees to indemnify and
hold harmless the Company and any selling agent (including for this purpose
their employees, and each person who controls either of them within the meaning
of Section 20 of the Securities Exchange Act of 1934, as amended) from and
against any and all loss, damage, liability or expense, including reasonable
costs and attorney's fees and disbursements, which the Company, or such other
persons may incur by reason of, or in connection with, any representation or
warranty made herein not having been true when made, any misrepresentation made
by the Investor or any failure by the Investor to fulfill any of the covenants
or agreements set forth herein, in the Investor Questionnaire or in any other
document provided by the Investor to the Company.

    


    SECTION 8.  Notices.  All notices,
requests, consents and other communications hereunder shall be in writing, shall
be mailed by first-class registered or certified airmail, confirmed facsimile or
nationally recognized overnight express courier postage prepaid, and shall be
deemed given when so mailed and shall be delivered as addressed as
follows:

    


    if to the Company, to:

    Flint Telecom Group, Inc.

    3390 Peachtree Rd. NE, Suite
1000

    Atlanta, GA 30326

    Facsimile: (408) 904-7699

    Attention: Tali Durant, General
Counsel

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    or to
such other person at such other place as the Company shall designate to the
Investor in writing; and if to the Investor, at its address as set forth at the
end of this Agreement, or at such other address or addresses as may have been
furnished to the Company in writing.

    


    SECTION 9.  Changes.  This Agreement
may not be modified or amended except pursuant to an instrument in writing,
signed by the Company and the Investor.

    


    SECTION 10.  Headings.  The headings of
the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be part of this
Agreement.

    


    SECTION
11.  Severability.  In case any
provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. If any such invalidity, unenforceability or
illegality of a provision of this Purchase Agreement becomes known or apparent
to any of the parties hereto, the parties shall negotiate promptly and in good
faith in an attempt to make appropriate changes and adjustments to such
provision specifically and this Purchase Agreement generally to achieve as
closely as possible, consistent with applicable law, the intent and spirit of
such provision specifically and this Purchase Agreement generally.

    


    SECTION
12.  Governing
Law. The corporate
laws of the State of Nevada shall govern all issues concerning the relative
rights of the Company and the Investors as its stockholders.  All
other questions concerning this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof.  

    


    SECTION 13.  Counterparts.  This Agreement
may be executed in two or more counterparts, each of which shall constitute an
original, but both of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have been
signed by each party hereto and delivered to the other party. A facsimile signature of
this Agreement shall be legal and binding on all parties
hereto.

    


    SECTION 14.  Entire
Agreement.  This Agreement
(including the attachments hereto) contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes and is in full
substitution for any and all prior oral or written agreements and understandings
between them related to such subject matter, and neither party hereto shall be
liable or bound to the other party hereto in any manner with respect to such
subject matter by any representations, indemnities, covenants or agreements
except as specifically set forth herein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SECTION 15.  Right of
Acceptance.  The Investor
acknowledges and agrees that the Company shall have the right, at its sole
discretion, to accept or reject, up to the Closing, any subscription for Shares
and that acceptance thereof is not subject to the Company having received any
minimum amount of subscription proceeds.  The Investor further
acknowledges and agrees that execution of this Agreement by the Investor shall
not result in any obligation on the Company until such time as this Agreement
shall have been duly executed by the Company and Closing shall have
occurred.  Any funds received by the Company or its agent from the
Investor on account of the purchase price of the Shares will be returned to the
Investor (without interest or deduction) at the address indicated in Appendix I
in the event the Company determines, in its sole discretion, to reject the
Investor’s subscription for Shares.

    


    


    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized representatives shown below:

    


    


    


    Redquartz Atlanta,
LLC                                                                _____

    [Name of Investor]

    


    By: /s/ Stephen
Keaveney                                                                

    Name: Stephen Keaveney

    


    Title:
Partner_______________________

    


    


    Address:                      

    


    


    


    


    


    Telephone:                                

    


    Facsimile:                                

    


    Date:              January
29,
2009                  

    


    


    
      	
              Number
      of Shares

              to be Purchased

            	
              Price
      Per Share in

              U.S. Dollars

            	
              Aggregate
      Price in

              U.S. Dollars

            
	
              5,454,545

            	
              $0.275

            	
              $1,500,000

            


    

    


    Number of
Warrants: 3,750,000

    


    Accepted
and Agreed to by:

    


    FLINT TELECOM GROUP, INC.

    


    


    By:           /s/ Vincent
Browne                                                                

    Vincent Browne,

    Chief Executive Officer

    


    


    Date:                      1/29/09