AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
March 17, 2003, and is by and between Dostuk Holding, Inc., a Wyoming
corporation (the "Company") and Faceprint Global Solutions, Inc., a California
corporation ("Faceprint").
R E C I T A L S
WHEREAS, the shareholders of Faceprint ("Shareholders") own the shares
of capital stock of Faceprint as set forth in Schedule 1 attached hereto,
constituting all of the issued and outstanding stock of Faceprint (the
"Faceprint Shares");
WHEREAS, the Company desires to acquire all of the Faceprint Shares,
and the Shareholders desire to exchange all of the Faceprint Shares for shares
of voting common stock of the Company, in a transaction that qualifies under
Section 368(a) (1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01. Shares Being Exchanged. Effective at the closing of this
Agreement (the
"Closing"), and subject to the terms and conditions of this Agreement the
Shareholders shall as-
sign, transfer and deliver to the Company all of the Faceprint Shares which
they own.
1.02. Consideration. Subject to the terms and conditions of this
Agreement, and in consideration of the assignment and delivery of Faceprint
Shares to the Company, the Company shall at Closing issue to the Shareholders a
number of shares of voting common stock of the Company, no par value per share
(the "Company Shares"), equal to the number of shares set forth opposite the
Shareholder's name on Schedule 1 attached hereto, and shall issue a total of
24,070,000 Company Shares;
1.03. Closing. The Closing of the transaction contemplated by this
Agreement (the
"Closing") shall take place on or before March 31, 2003.
1.04. Deliveries. Within 5 days of the execution and delivery of
this Agreement, the
parties are delivering the following documents:
1.04(a). The items and documents set forth in Sections 1.01
and 1.02.
1.04(b). The Company Shares described in Section 1.02
1.04(c). The Company shall deliver the resignations of all of
its current officers and directors, and a board resolution electing
Xxxxxx Xxxx and Xxxxxx Xxxxxxxxx to the Board of Directors of the
Company.
1.05. Filings. Following with the Closing, the Company shall file
the following
documents:
1.05(a). A Registration Statement on Form SB-2 registering
the 9,000,000 shares
outstanding prior to the Closing with the U.S. Securities and Exchange
Commission.
1.05(b). A Certificate of Amendment to the Certificate of
Incorporation of the Company with the Wyoming Secretary of State
changing the name of the Company to "Faceprint Global Solutions, Inc."
or a similar name.
II. REPRESENTATIONS AND WARRANTIES OF FACEPRINT
Faceprint represents and warrants to the Company as follows, as of the
date of this Agreement and as of the Closing:
2.01. Organization.
2.01(a). Faceprint is a corporation duly organized, validly
existing and in good standing under the laws of the State of
California; Faceprint has the corporate power and authority to carry on
its business as presently conducted; and Faceprint is qualified to do
business in all jurisdictions where the failure to be so qualified
would have a material adverse effect on its business.
2.02. Capitalization.
2.02(a). The authorized capital stock and the issued and
outstanding shares of Faceprint is as set forth on Exhibit 2.02(a). All
of the issued and outstanding shares of Faceprint are duly authorized,
validly issued, fully paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options,
warrants, or rights to purchase any securities of Faceprint.
2.03. Subsidiaries and Investments. Faceprint does not own any
capital stock or have
any interest in any corporation, partnership or other form of business
organization, except as
described in Exhibit 2.03 hereto.
2.04. Financial Statements. The financial records of Faceprint are
of such a character
and quality that an unqualified (except as to going concern) audit of the
Faceprint Financial
Statements may be performed within 75 days of the Closing.
2.05. No Undisclosed Liabilities. Other than as described in Exhibit
2.05 attached
hereto, Faceprint is not subject to any material liability or obligation of any
nature, whether ab-
solute, accrued, contingent, or otherwise and whether due or to become due,
which is not
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reflected or reserved against in the Financial Statements, except those incurred
in the normal course of business.
2.06. Absence of Material Changes. Since inception, except as
described in any
Exhibit attached hereto or as required or permitted under this Agreement,
there has not been:
2.06(a). any material adverse change in the condition
(financial or otherwise) of the properties, assets, liabilities or
business of Faceprint, except changes in the ordinary course of
business which, individually and in the aggregate, have not been
materially adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Faceprint, or any issuance of any shares
of capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Faceprint relating to their
authorized or issued capital stock; or
2.06(c). any change or amendment to the Articles of I
ncorporation of Faceprint.
2.07. Litigation. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against Faceprint affecting any of its properties or assets against any officer,
director, or stockholder of Faceprint that might result, either in any case or
in the aggregate, in any material adverse change in the business, operations,
affairs or condition of Faceprint or its properties or assets, or that might
call into question the validity of this Agreement, or any action taken or to be
taken pursuant hereto.
2.08. Title To Assets. Faceprint has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheets contained in the Financial Statements, free and clear of
all liens, claims, charges, security interests or other encumbrances, except as
described in Exhibit 2.08 attached hereto or any other Exhibit.
2.09. Transactions with Affiliates, Directors and Shareholders. Except
as set forth in Exhibit 2.09 attached hereto, there are and have been no
contracts, agreements, arrangements or other transactions between Faceprint, and
any officer, director, or stockholder of Faceprint, or any corporation or other
entity controlled by the Shareholders, a member of the Shareholders' families,
or any affiliate of the Shareholders.
2.10. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of Faceprint, or any agreement, contract
or instrument to which Faceprint is a party or by which it or any of its assets
are bound.
2.11. Disclosure. To the actual knowledge of Faceprint, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of Faceprint in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact or when taken as a whole
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omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading.
2.12. Authority. Faceprint has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, have been duly authorized and approved by the
Board of Directors of Faceprint and no other corporate proceedings on the part
of Faceprint are necessary to authorize this Agreement and the transactions
contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Faceprint as follows, as
of the date of this Agreement and as of the Closing:
3.01. Organization.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Wyoming;
has the corporate power and authority to carry on its business as
presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of Wyoming, and the
Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amended
and in effect on the date hereof. All minutes of meetings and actions
in writing without a meeting of the Board of Directors and shareholders
of the Company are contained in the minute book of the Company and no
minutes or actions in writing without a meeting have been included in
such minute book since such delivery to Faceprint that have not also
been delivered to Faceprint.
3.02. Capitalization of the Company. The authorized capital stock of
the Company consists of an unlimited number of shares of Common Stock and
preferred stock, no par value, of which 8,000,000 shares of Common Stock and no
shares of preferred stock are outstanding. All outstanding shares are duly
authorized, validly issued, fully paid and non-assessable. Following the
issuance of Company Shares, the capitalization of the Company shall be
40,000,000 shares of common stock.
3.03. Subsidiaries and Investments. The Company does not own any
capital stock
or have any interest in any corporation, partnership, or other form of business
organization.
3.04. Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
4
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in accordance with the terms
hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit
3.05 attached
hereto, the Company is not subject to any material liability or obligation of
any nature, whether
absolute, accrued, contingent, or otherwise and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Com-pany's financial
statements or on any Exhibits attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract, agreement, lease, license, commitment, instrument
or obligation and, to the knowledge of the Company, no other party to any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party is in default thereunder nor, to the knowledge of
the Company, does there exist any condition or event which, after notice or
lapse of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
3.09. Underlying Documents. Copies of all documents described in any
Exhibit
attached hereto (or a summary of any such contract, agreement or commitment, if
oral) have
been made available to Faceprint and are complete and correct and include all
amendments,
supplements or modifications thereto.
3.10. Transactions with Affiliates, Directors and Shareholders. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer, director or 5% stockholder, a member of
any such officer, director or 5% stockholder's family, or any affiliate of any
such officer, director or 5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and
the consumma-
tion of the transactions contemplated hereby will not conflict with or result
in a breach of any
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term or provision of, or constitute a default under, the Certificate of
Incorporation or Bylaws of the Company, or any agreement, contract or instrument
to which the Company is a party or by which it or any of its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to Faceprint and the Shareholders by or on behalf of the
Company in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or when taken as a whole omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading.
3.13. Financial Statements. The financial statements of the Company
present fairly the financial position and results of operations of the Company,
on a consistent
basis.
3.14. Absence of Material Changes. Since December 31, 1999, except
as described
in any Exhibit hereto or as required or permitted under this Agreement, there
has not been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Company, or any issuance of any shares
of capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Faceprint relating to their
authorized or issued capital stock.
3.14(c). any amendment to the Certificate of Incorporation
of Company.
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IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and
Faceprint contained herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of Faceprint. The obligations of
Faceprint under this
Agreement shall be subject to each of the following conditions:
5.01(a). The representations and warranties of Company herein
contained shall be true in all material respects at the Closing with
the same effect as though made at such time. Company shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it at or prior to the Closing.
5.01(b). No injunction or restraining order shall be in
effect, and no action or proceeding shall have been instituted and, at
what would otherwise have been the Closing, remain pending before a
court to restrain or prohibit the transactions contemplated by this
Agreement.
5.01(c). All statutory requirements for the valid consummation
by Company of the transactions contemplated by this Agreement shall
have been fulfilled. All authorizations, consents and approvals of all
governments and other persons required to be obtained in order to
permit consummation by Company of the transactions contemplated by this
Agreement shall have been obtained.
5.02. Conditions to Obligations of Company. The obligation of
Company under this
Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of Faceprint
herein contained shall be true in all material respects as of the
Closing, and shall have the same effect as though made at the Closing;
Faceprint shall have performed in all material respects all obligations
and complied in all material respects, to its actual knowledge, with
all covenants and conditions required by this Agreement to be performed
or complied with by it prior to the Closing.
5.02(b). No injunction or restraining order shall be in effect
prohibiting this Agreement, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain
pending before the court to restrain or prohibit the transactions
contemplated by this Agreement.
5.02(c). All statutory requirements for the valid
consummation by Faceprint of
the transactions contemplated by this Agreement shall have been
fulfilled. All
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authorizations, consents and approvals of all governments and other
persons required to be obtained in order to permit consummation by
Faceprint of the transactions contemplated by this Agreement shall have
been obtained.
VI. CERTAIN AGREEMENTS
6.01. Related Party Payables. Immediately prior to the Closing,
Jehu Hand shall
forgive all amounts owed to him by the Company.
6.02. Reporting Requirements. The Company shall file all reports
required by Section 13 of the Securities Exchange Act of 1934 and shall maintain
its books and records in accordance with Sections 12 and 13 thereof. The parties
agree that the failure of the Company to make such filings with the Securities
and Exchange Commission shall constitute a material breach of this Agreement.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither Faceprint nor the
Company have retained or used the services of any person, firm or corporation in
such manner as to require the payment of any compensation as a finder or a
broker in connection with the transactions contemplated herein.
7.02. Tax Treatment. The transaction contemplated hereby is intended to
qualify as a so-called "tax-free" reorganization under the provisions of Section
368 of the Internal Revenue Code. The Company and Faceprint acknowledge,
however, that they each have been represented by their own tax advisors in
connection with this transaction; that neither has made any representation or
warranty to the other with respect to the treatment of such transaction or the
effect thereof under applicable tax laws, regulations, or interpretations; and
that no attor-ney's opinion or private revenue ruling has been obtained with
respect to the effects thereof under the Internal Revenue Code of 1986, as
amended.
7.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
7.05. Entire Agreement; Amendments. This Agreement, including the
Schedules,
Exhibits and other documents and writings referred to herein or delivered
pursuant hereto, which
form a part hereof, contains the entire understanding of the parties with
respect to its subject
matter. There are no restrictions, agreements, promises, warranties,
covenants or undertakings
other than those expressly set forth herein or therein. This Agreement
supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This
8
Agreement may be amended only by a written instrument duly executed by the
parties or their respective successors or assigns.
7.06. Headings, Etc. The section and paragraph headings contained
in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretations
of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof shall be
deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person, persons,
entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same
instrument.
7.09. Governing Law. This Agreement shall be governed by the laws of
the State of
California (excluding conflicts of laws principles) applicable to contracts to
be performed in the
State of California.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
DOSTUK HOLDING, INC. FACEPRINT GLOBAL SOLUTIONS, INC.
By: /s/ Jehu Hand By: /s/ Xxxxxx Xxxx
Name: Jehu Hand Name: Xxxxxx Xxxx
Title: President Title: President
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SCHEDULE I
NUMBER OF SHARES NUMBER OF
OF FACEPRINT SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
Xxxxxx Xxxx 13,510,000 same
Xxxxxx Xxxx 2,000,000 same
Xxxxxx Xxxx 2,000,000 same
Xxxxxx Xxxxxxxxx-Xxxxx 1,500,000 same
Xxxx Xxxxx 1,000,000 same
Xxxxxxx Xxxxxx 1,000,000 same
Xxxxxx Xxxxx 500,000 same
Xxxx Xxxxx 50,000 same
Xxxx-Gu Boisjoli 1,375,000 same
Xxxx-Xxx Xxxxxx 50,000 same
Xxxx Xxxxxx 25,000 same
Xxxxxx Xxxxxx 35,000 same
Xxxxxx Xxxxxx 25,000 same
Xxxxxx Xxxxxx 25,000 same
Xxxx Xxxxxxx 50,000 same
Xxxxx Quick 250,000 same
Xxxx Xxxxxx 25,000 same
Xx Xxxxx 25,000 same
Xxxxxx Xxxxxxx 25,000 same
Xxxxxxx Xxxxxxxx 500,000 same
10
Xxxxxx Xxxxxx 100,000 same
Xxxxxx Xxxxxxxx 500,000 same
Totals 24,070,000 24,070,000
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