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Title: |
Agreement and Plan of Reorganization |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 30KB total |
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Price: |
$41 |
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ID: |
#1392802 |
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<SEQUENCE>4
<FILENAME>apred.txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
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
<PAGE>
1.04(c). The Company shall deliver the resignations of all of
its current officers and directors, and a board resolution electing
Pierre Cote and Sylvie Lariviere 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.
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