Exhibit 2.1
CUSTOMER AND ASSET ACQUISITION AND SOFTWARE
LICENSING AGREEMENT MADE AND ENTERED
INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC WITH AN EFFECTIVE DATE OF
DECEMBER 7, 2005
BY AND BETWEEN:
TELIPHONE
INC., a body
politic and
corporate,
duly incorporated
according to law, having a
place of business at
1080 Beaver
Hall, suite
1555, Montreal,
Quebec,
H2Z 1S8 herein
represented by George Metrakos, President, duly
authorized as he so declares,
hereinafter referred to as "TELIPHONE"
AND:
IPHONIA INC. a body politic and corporate, duly
incorporated according to law, having a place of
business at 5, St-Sulpice, Oka, Quebec, J0N 1E0,
also operating under
the trade name
"METRONET"
herein
represented by
Micheline
Soucy,
President, duly authorized as she so declares,
hereinafter referred to as "IPHONIA"
AND:
TELICOM INC. a body politic and corporate, duly
incorporated according to law, having a place of
business at 5, St-Sulpice, Oka, Quebec, J0N 1E0,
herein represented
by Serge Doyon,
President,
duly authorized as he so declares,
hereinafter referred to as "TELICOM"
AND:
UNITED AMERICAN CORPORATION. a body politic and
corporate, duly
incorporated according
to law,
having a place of
business at 3273
East Warm
Springs Road Las Vegas, Nevada 89120 USA, herein
represented by Simon
Lamarche, President and
CEO, duly authorized as he so declares,
hereinafter referred to as "UAC"
Known collectively as "THE PARTIES"
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PREAMBLE
WHEREAS TELIPHONE is a provider of
Voice-over-Internet-Protocol (VoIP) services
and is currently expanding its client base through
direct sales efforts
to new
residential and business customers;
WHEREAS IPHONIA is a provider of VoIP,
inter-suburban and
dial-up long distance
telecommunications services and wishes to transfer its client
base and various
telecommunications equipment to
TELIPHONE;
WHEREAS TELICOM will transfer a full
access and full usage license at no charge
for use of the source code and intellectual property of TELICOM's billing
software, currently utilized by TELIPHONE as
the basis for its first generation
service billing software.
WHEREAS UAC, as majority owner of TELIPHONE through its majority-owned
subsidiary OSK CAPITAL II Corp., will
guarantee the monthly payments required in
this agreement as outlined in section
4.
WHEREAS THE PARTIES wish to set forth their
rights and obligations pertaining to
the transfer of IPHONIA's clients and
services to TELIPHONE, along with the sale
of various telecommunications equipment and have agreed to transfer the
customers and equipment in conformity
with the terms and
conditions as provided
herein;
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WHEREFORE THE PARTIES HERETO HAVE AGREED AS
FOLLOWS:
1. The Preamble
hereinabove stated shall form an integral part of the present
Agreement
as if recited herein at length;
2. DEFINITIONS
2.1.
ARPU: Average Revenue
Per User.
2.2.
DID: A unique phone
number as depicted by a 10 number sequence that
is used to direct voice traffic throughout the PSTN.
2.3.
LNP: Local Number Portability. The process in which a DID is
transferred from one PRI owner to another.
2.4.
PRI: Primary Rate
Interface, which is a
data connection to the PSTN
that can manage 23 simultaneous channels of voice communications
at
once.
2.5.
PSTN: Public Switched Telephone Network. The global
telecommunications network owned and operated by Tier 1
Telecommunications
carriers worldwide
who may sell or lease
voice
traffic over it to Tier 2 & 3 telecommunications carriers such as
TELIPHONE and IPHONIA.
<PAGE>
2.6.
VOIP: Voice Over
Internet Protocol,
the use of the public
internet
to transmit voice calls.
3. Transfer of IPHONIA
Services to TELIPHONE
3.1.
IPHONIA will transfer
to TELIPHONE all of its Inter-Suburban, VoIP
and Long Distance
dial-up services that are required to properly
serve clients that are being transferred as part of this
agreement.
3.2.
TELIPHONE may decide
to sell these Services to its existing clients,
or to market
them to new clients at the sole discretion of
TELIPHONE.
4. Transfer of IPHONIA
Operations to TELIPHONE
4.1.
IPHONIA agrees to transfer to TELIPHONE all active DID's from its
three (3) Telus Montreal PRI's. A list of active Montreal
DID's can
be found in Schedule A.
4.2.
IPHONIA agrees to transfer to TELIPHONE all active DID's from its
combined Quebec
city - Sherbrooke - Ottawa PRI. TELIPHONE will
assume the balance of
IPHONIA's contract ending in May 2007 with
Group Telecom for this
combined PRI. A list
of active Quebec City,
Sherbrooke and Ottawa DID's can be found in Schedule B
4.3.
Considering
that IPHONIA's contract with Telus for the three (3)
Montreal PRI's is due
to expire on December 31, 2005, IPHONIA will
facilitate the LNP of these DID's to TELIPHONE's Montreal
network.
4.4.
In consideration of the added cost that TELIPHONE will incur in
upgrading its own Montreal PRI network in order to accommodate the
added PRI capacity
required, THE PARTIES hereby agree that the
equivalent $ value of
capacity upgrade
required by
TELIPHONE to
accommodate these
IPHONIA Montreal DID's shall be paid to TELIPHONE
in the form
of IPHONIA Telecommunications Equipment, described
herein.
4.4.1. It is estimated that this will represent Cdn$1,500 per month
of additional charges incurred by TELIPHONE and therefore this
amount will be placed
against the purchase
of the following
IPHONIA Telecommunications equipment:
o 1
x CISCO AS5350, 8-T1 Gateway, market value of
Cdn$15,000, serial #JAE0641055F
o 1
x CISCO PIX 515E Firewall, already in use by
TELIPHONE,
market value
of Cdn$4,500, serial
#S88807079454.
<PAGE>
o 1
x CISCO PIX 515E Firewall, market value of Cdn$2,500,
serial #806383054
For a total of
Cdn$22,000. At
Cdn$1,500 per month plus interest
expenses, THE PARTIES
agree that
TELIPHONE will continue to make
these payments for 18 months from the signing of this
agreement.
4.5.
IPHONIA agrees to transfer the bank
accounts utilized to collect,
through direct
debit, revenues from IPHONIA clients to be
transferred to TELIPHONE.
4.5.1. While the
bank accounts and customers will belong to
TELIPHONE, IPHONIA
will maintain signing authority on the
accounts in order to extract a monthly amount, for a period of
24 months from the
signing of this contract of Cdn$7,600
representing the client revenues plus an additional Cdn$1,500
representing the
payment by TELIPHONE for the equipment
purchased as described
in section 4.4.1
above, until all
of
the equipment is paid for. Afterwards, IPHONIA will continue
to extract Cdn$7,600 until the end of the 24 month period.
4.5.2. Any amounts of sales taxes will be collected by TELIPHONE
since TELIPHONE is declaring the revenues of the clients.
4.5.3. At the end of the 24 month period, signing authority will be
changed to TELIPHONE in which case no further payments will be
made to IPHONIA.
4.5.4. IPHONIA agrees
to change the name on the account such that
IPHONIA clients will
see "TELIPHONE
INC." as the debitor
of
their bank account.
4.6.
IPHONIA will transfer
the remaining balance at the end of each month
to TELIPHONE,
which represents the taxes and any increases in
revenues from the IPHONIA client base.
4.7.
TELIPHONE will pay IPHONIA any shortfalls from the total amounts
owing per month, as described above in section 4.5.
5. Transfer of IPHONIA
Clients to TELIPHONE
5.1.
IPHONIA will transfer
their active clients (estimated at 750), along
with a database of inactive clients (estimated at 3,000) to
TELIPHONE for
the sole consideration listed in item 4.5.1,
representing the
average revenues
generated by the clients less
additional infrastructure costs required to serve them, as
mentioned
in section 4.4. above.
5.2.
Upon termination of
this agreement, all clients will bec
