Exhibit 2.2
April 25, 2005
OSK CAPITAL II
Attention: Benoit Laliberte
United American Corp.
1080 Beaver Hall, 15th floor
Montreal, Qc
H2Z 1S8
Re: Proposed Exchange of Shares of OSK CAPITAL II ("OSC"), a Nevada
corporation for one hundred percent (100%) of the outstanding shares of
TELIPHONE Inc. ("TEL"), a Canadian corporation.
Dear Mr. Laliberte,
This letter will confirm the recent discussions we have had with you and
your representatives relative to the proposed exchange of shares of the common
stock of (OSC) for all of the issued and outstanding stock of (TEL). The
objective of our discussions has been the execution and consummation, as soon as
feasible, of a formal agreement between (OSC) and (TEL) (the "Agreement and Plan
of Reorganization"), which among other things, would provide for the various
matters set forth below:
1. Just prior to the Closing of this transaction, (OSC) will have
approximately 3,416,000 shares issued and outstanding ("float"),
2. (OSC) will acquire all of the issued and outstanding stock of (TEL)
from UNITED AMERICAN CORP and METRATECH BUSINESS SOLUTIONS INC in exchange for
25,000,000 restricted shares of common stock of (OSC) ("(OSC)" Common Stock"),
which will be delivered upon the closing of this transaction (the "Closing
Date"). And Beverly Hills Trading Corporation. and or its nominee will receive
2,000,000 restricted shares of common stock of (OSC) ("(OSC)" Common Stock") as
its corporate advisor fee in this transaction. This exchange is intended to
qualify as a tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended, and the shares of (OSC) received by (TEL)'
shareholders will be received on a tax-free basis. The shares to be issued by
(OSC) will be "restricted securities" as defined in Rule 144 under the
Securities Act of 1933, and an appropriate legend will be placed on the
certificates representing such shares.
3. (TEL) will pay a $US 10,000 non-refundable advance legal fee financed
by Beverly Hills Trading Corporation. to Beverly Hills Trading Corporation or
Joseph Emas Attorney as consideration for the legal services to be rendered and
which have been rendered for preparation of this letter of intent, the Agreement
and Plan of Reorganization, the bridge loan security agreement and the
Representations and Warranties Agreement and all other documents in connection
with each of the foregoing.
4. The parties will use their best efforts to sign the Agreement and Plan
of Reorganization for this transaction on or before April 29, 2005, and to close
this transaction on or before May 30, 2005.
5. Two weeks after the Closing, the present (OSC) officers and directors
shall deliver to (TEL) their respective letters of resignation, along with
minutes of the (OSC) Board of Directors accepting such resignations and
appointing to the (OSC) Board those persons designated by (TEL) to be directors
of (OSC).
6. Prior to Closing, (TEL) will provide an unaudited balance sheet and
income statement for the period ended on a date within ninety (90) days of the
Closing, and (TEL) will provide a letter from its auditors in which the auditors
state that they will be able to complete (TEL)'s audits for filing, as required
by the Securities and Exchange Commission, within 75 days after the Closing.
7. On the date of this Letter of Intent, the common stock of (OSC) is
registered with the Securities and Exchange Commission pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended, (the "Act"), and (OSC) has
begun the process to file all reports required to be filed by Section 13(g) of
the Act and will be current with its filing by closing. These reports were, will
be, when filed, accurate, not misleading and complete in all material respects.
8. The common stock of (OSC) is not currently listed for trading on the
NASD OTCBB.
9. (TEL) will agree that there will be no reverse splits of (OSC)'s common
stock for two calendar years following the date of Closing, without the written
consent of Beverly Hills Trading Corporation.
10. (TEL) will take all necessary steps to call a meeting of their
directors as soon as possible to approve the terms of this Letter of Intent, and
once approved by their boards, (TEL) will take all necessary steps to obtain the
required shareholder approval.
11. This Letter of Intent may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
12. Each party will pay its legal expenses incurred in connection with
this transaction whether or not the transaction is consummated, except that
(TEL) has agreed to pay the amount described in Paragraph 3 above (and no more)
for the matters described therein and the parties shall share in the cost of the
preparation and mailing of the Proxy Statement to (OSC)'s shareholders. This
cost is estimated to be approximately $10,000 USD with (TEL)'s portion financed
by Beverly Hills Trading Corporation.
13. This Letter of Intent may be immediately terminated by written notice
by either party under the following conditions: (a) (OSC) or (TEL) has made any
material misrepresentations in public disclosure documents or documents provided
(OSC) or (TEL), as part of the due diligence process, (b) either party is unable
to meet all regulatory agency requirements, including but not limited to, the
Securities and Exchange Commission, and the NASD, (c) failure of either party to
make available in a timely manner, documents needed to complete the due
diligence process.
14. Upon execution of this Letter of Intent and until the definitive
Agreement and Plan of Reorganization is signed, or April 29, 2005, whichever
comes first, neither (OSC) or (TEL) shall directly or indirectly solicit or
entertain offers from, or negotiate with any other person or entity relating to
a transaction similar to the transaction contemplated in this Letter of Intent.
In the event that the Agreement and Plan of Reorganization has not been entered
into by May 30, 2005, and the parties have not agreed in writing to extend that
date in writing, either party shall have the right to terminate this Letter of
Intent by written notice to the other party.
15. This Letter of Intent shall be governed by, and construed in
accordance with, the laws of the state of Florida, without regard to principles
of conflicts of law.
16. It is understood that the terms set forth in this Letter may not
constitute all of the major terms which will be included in the Agreement and
Plan of Reorganization, that the terms set forth herein are subject to further
discussion and negotiation and due diligence on the part of both parties hereto,
and that this Letter is an expression of intent only and is not to create or
result in any legally binding obligation upon the parties hereto except with
respect to paragraphs 12, 13, 14 and 15.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this Letter.
OSK CAPITAL II INC. UNITED AMERICAN CORP Inc.
By: /s/ Robert Cajolet By: /s/ Benoit Laliberte
--------------------------------- --------------------------------
Per: Robert Cajolet, CEO Benoit Laliberte, CEO
METRATECH BUSINESS SOLUTIONS INC.
By: /s/ George Metrakos
---------------------------------
George Metrakos, Director