Exhibit
10.1
PLAN OF ACQUISITION AND REORGANIZATION
By Which
VERIDIGM
INC.,
2782513
(a Delaware Corporation)
Shall Acquire
100% of;
DINOSTAR INC
C12242-2003
(a Nevada
Corporation)
This Plan of
Reorganization and Acquisition is made and dated Thursday,
February 14, 2008 (“the Dated Date“) by and between
the above referenced corporations.
1. The Parties to this Plan
(1.1)
VERIDIGM INC., (VRGD- OTCBB) 17383 Sunset Blvd., Suite B-280,
Pacific Palisades, California 90272
(1.2) DINOSTAR INC
(“DINO”) (C12242-2003) (A NEVADA
CORPORATION)
2.
The Capital structures of the relevant Parties:
(2.1) The Capital of VRDG consists of 510,000,000 authorized shares
($0.0001 par value), issued and outstanding 558,382 as of
2/14/2008.
Authorized Preferred as follows;
(2.1.1) 10,000,000 Authorized Series A Preferred
($0.0001 par value)
Issued
and outstanding 2,142,000 Series A Preferred shares
(2.2) The Capital of Dinostar consists of 35,000,000 shares of
common voting stock ($0.001 par value) authorized, of which
35,000,000 (100%) common shares are issued and outstanding as of
the Dated date
35,000,000 shares - Gary Freeman 100%
3.
Plan of Reorganization and Acquisition. Subject to the terms and
conditions of this Plan of Reorganization and Acquisition,
VRGD (Delaware) and DINO (Nevada) shall be reorganized, such that
VRGD shall acquire DINO, and DINO shall be acquired into VRGD
as a wholly owned subsidiary. Both corporate entities will survive
and continue.
4. Conditions Precedent.
(4.1) The Boards of Directors of both Corporations respectively
shall have determined that it is advisable and in the best
interests of each of them and both of them to proceed with the
acquisition by the Public Corporation, in accordance with IRS
§354 and 368. These U.S. tax provisions provide generally that
no gain or loss be recognized from a statutory reorganization.
P LAN OF REORGANIZATION AND
ACQUISITION
(4.2) The Shareholders of both Corporations
respectively shall have approved the acquisition and this
agreement, and each shall have been approved and adopted by the
Board of Directors of in a manner consistent with the laws of its
Jurisdiction and its constituent documents.
(4.3)
Each party shall have furnished to the other party all
corporate and financial information which is customary and
reasonable, to conduct its respective due diligence, normal for
this kind of transaction. If either party determines that there is
a reason not to complete this Plan of Reorganization as a result of
their due diligence examination, then they must give written notice
to the other party prior to the expiration of the due diligence
examination period. The Due Diligence period, for purposes of this
paragraph, shall expire on a date determined by the Parties;
(4.4)
The rights of dissenting shareholders, if any, of each
party shall have been satisfied and the Board of Directors of each
party shall have determined to proceed with this Plan of
Reorganization and Acquisition.
(4.5)
All of the terms, covenants and conditions of this Plan of
Reorganization and Acquisition to be complied with or performed by
each party for Closing shall have been complied with, performed or
waived in writing; and
(4.6)
The representations and warranties of the Parties,
contained in this Plan of Reorganization and Acquisition, as herein
contemplated, except as amended, altered or waived by the Parties
in writing, shall be true and correct in all material respects at
the Closing Date with the same force and effect as if such
representations and warranties are made at and as of such time; and
each party shall provide the other with a corporate certificate, of
a director of each party, dated the Closing Date, to the effect,
that all conditions precedent has been met, and that all
representations and warranties of such party are true and correct
as of that date. The form and substance of each party's
certification shall be in form reasonably satisfactory to the
other.
(4.7) Each Corporation hereby represents and warrants that the
foregoing recitals are true, correct and accurate.
5.
Termination. This Plan of Reorganization and Acquisition may be
terminated at any time prior to closing, whether before or after
approval by the shareholders of either or both; (i) by mutual
consent; or (ii) by either party if the other is unable to meet the
specific conditions precedent applicable to its performance within
a reasonable time; or (iii) by either or both if holders of a
sufficient number of securities exercises dissenters' rights such
that to complete the transaction herein contemplated would create
undue financial difficulty upon either or both. In the event that
termination of this Plan of Reorganization and Acquisition by
either or both, as provided above, this Plan of Reorganization and
Acquisition shall forthwith become void and there shall be no
liability on the part of either party or their respective officers
and directors.
6. Conversion of 100% Issued and Outstanding shares of DINO
(Nevada) to VRGD common shares.
(6.1) Each and every share of authorized unissued shares of DINO
held in DINO treasury shall be cancelled upon the Closing.
(6.2) The 100% of DINO common
shares issued and outstanding shall be exchanged for 5,000,000
(Five Million) common shares of VRGD
VRDG
preferred shares as described means that such shares shall be
“Restricted Securities” as defined in Rule 144
(a), as promulgated by the Securities and Exchange Commission, of
the United States, pursuant to §3(b) of the
2
INITIAL
P LAN OF REORGANIZATION AND
ACQUISITION
Securities Act of 1933.
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933,
AS AMENDED AND APPLICABLE STATE
SECURITIES LAWS. THESE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND
MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION
STATEMENT FOR SUCH
SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS,
OR AN OPINION OF COUNSEL FOR THE CORPORATION THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
LAWS.”
(6.2.1) Registration Rights
There are no existing rights or any existing or prospective share
holder rights for Demand or Piggyback Registration of any
securities of either party; nor contractual or other restrictions
upon the rights of the issuer or any person to seek to register
securities for sale, resale or as a class of securities for trading
on NYSE, AMEX, NASDAQ, OTC BB OR PINK SHEETS or any recognized US
stock exchange; except and unless provided for expressly in this
Plan of Reorganization and Acquisition.
(6.2.2) Surviving Articles of Incorporation: the Articles of
Incorporation of DINO shall remain in full force and effect. the
Articles of Incorporation of VRGD shall remain in full force and
effect.
(6.3)
Surviving By-Laws: the VRDG By-Laws shall have been adopted or
amended in form approved by DINO, before the Closing, and such
By-Laws, as so adopted or amended, shall then remain in full force
and effect, unchanged.
7. Rights of Dissenting Shareholders: The rights, if any, of
dissenting shareholders shall be determined as follows:
(7.1) Before Closing: Before Closing, as hereafter defined, each of
the corporations shall be responsible for the rights of its own
dissenting shareholders. Each party shall be responsible for the
handling of rights of its dissenting shareholders, if any. Either
party shall have the right to terminate this Plan of Reorganization
and Acquisition only if holders of a sufficient number of its
shareholders exercise their lawful dissenters rights such that to
complete the transactions herein contemplated would create undue
burden upon it. Such determination shall be made by the Board of
Directors of such party, in their sole discretion, acting
reasonable.
(7.2)
After Closing: After Closing, the Parent Company shall be the
entity responsible for the rights of dissenting shareholders.
(7.3)
Appointment of Agents. The Secretaries of State of the State of
each party's domicile shall be appointed as agents for service of
process for the shareholders of the corporations within their
jurisdictions, or formerly within their jurisdictions, to whatever
extent may be required by the laws of either State.
8. Closing. Subject to the terms and conditions of this Plan of
Reorganization and Acquisition, upon closing the
3
INITIAL
P LAN OF REORGANIZATION AND
ACQUISITION
transaction, the following events and
transactions (“the Closing”) will occur.
(8.1) VRGD shall acquire DINO pursuant to the laws of their
respective states, together with all of the property, rights,
subsidiaries (both wholly, majority and minority as applicable
interests of DINO and be subject to all the debts, liabilities and
obligations of DINO
(8.2) Disclosed Liabilities of DINO: SEE FOLDER - DEBT
/DEB
(8.3) After Closing. The following events and transactions will
occur immediately or shortly after Closing, and are deemed by the
Parties to be an integral part of the Closing process, and material
to this agreement:
(8.4)
Subject to the uniform, customary principles, endorsed in the laws
of Nevada, to the effect that the governance of the corporation be
vested in the Board of Directors, and subject to the right and duty
of VRGD 's duly appointed Board of Directors to make independent
judgment as to all matters of corporate governance; the Parties
intend that the existing Director or Directors of the resulting and
Parent corporation shall, forthwith upon Closing, prepare
