Agreement and Plan of Stock Exchange, dated June 30, 2010 among Four Star Holdings, Inc. and Twelve Oaks Properties, Inc

 

This Agreement and Plan of Stock Exchange ("Agreement"), is made and entered into this 30th day of June 2010, by and among FOUR STAR HOLDINGS, INC., a Florida Corporation ("FOUR STAR HOLDINGS"), and TWELVE OAKS PROPERTIES, INC., an Alabama Corporation ("TWELVE OAKS”). FOUR STAR HOLDINGS, and TWELVE OAKS are hereinafter sometimes collectively referred to as the "Parties."

 

 

A.           FOUR STAR HOLDINGS desires to acquire all of the issued and outstanding shares of TWELVE OAKS, through a Stock Exchange with and into FOUR STAR HOLDINGS (the "Stock Exchange"), with FOUR STAR HOLDINGS.

 

B.           It is the intention of the parties hereto that: (i) the Stock Exchange shall qualify as a tax free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended, and related sections thereunder; and the parties intend this Agreement to qualify as a "plan of reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a), and (ii) the Stock Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended, and under the applicable securities laws of each state or jurisdiction where the FOUR STAR HOLDINGS Security Holders reside.

 

C.           The board of directors of each of FOUR STAR HOLDINGS, and TWELVE OAKS and the FOUR STAR HOLDINGS Security Holders each deem it to be in the best interests of FOUR STAR HOLDINGS and TWELVE OAKS and their respective shareholders to consummate the Stock Exchange, as a result of which FOUR STAR HOLDINGS shall acquire all of the issued and outstanding shares of TWELVE OAKS.

 

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

 

 

As used in this Agreement, the following terms shall have the meanings set forth below:

 

"Applicable Law" means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Stock Exchange and/or the Parties.”

 

"Articles of Stock Exchange" shall mean the certificate of Stock Exchange of TWELVE OAKS with and into FOUR STAR HOLDINGS.”

 

"Business Day" shall mean any day, excluding Saturday or Sunday or any other day on which national banks located in Alabama and Florida shall be closed for business.”

 

"dollar" and "$" means lawful money of the United States of America.”

 

"FOUR STAR HOLDINGS Common Stock" shall mean the shares of common stock of FOUR STAR HOLDINGS, $2.99 par value per share.”

 

 

 

 

"FOUR STAR HOLDINGS Fully-Diluted Common Stock" means, as at the time in question, the maximum number shares of FOUR STAR HOLDINGS Common Stock that are issued and outstanding, after giving effect to: (a) the issuance of all of the Stock Exchange Shares; and (b) the issuance of any other shares of FOUR STAR HOLDINGS Common Stock that are issuable upon conversion of any FOUR STAR HOLDINGS notes or shares of FOUR STAR HOLDINGS Preferred Stock, or upon the exercise of options, warrants or other rights to purchase shares of FOUR STAR HOLDINGS capital stock, but only to the extent that such securities are (i) outstanding as at the Effective Time of the Stock Exchange, or (ii) issued subsequent to the Effective Time of the Stock Exchange.”

 

"Effective Time" shall mean the date upon which the Stock Exchange of FOUR STAR HOLDINGS into TWELVE OAKS shall be consummated pursuant to the filing of the Articles of Stock Exchange with the Secretary of State of Florida.”

 

    "Exchange Act" means the Securities Exchange Act of 1934, as amended.”

 

"GAAP" means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor Institutes concerning the treatment of any accounting matter.”

 

     "Knowledge" means the knowledge after reasonable inquiry.”

 

"Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.”

 

"Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a consolidated whole.”

 

"Stock Exchange Shares" shall mean that number of shares of FOUR STAR HOLDINGS Common Stock or Preferred Stock to be issued to the TWELVE OAKS Stock Holders on the Closing Date and at the Effective Time of the Stock Exchange.”

 

"Person" means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.”

 

     "TWELVE OAKS Shares" shall mean the Common Stock of TWELVE OAKS.”

 

"TWELVE OAKS CEO" shall mean the CEO of TWELVE OAKS.”

 

     "TWELVE OAKS Shares" means, as at the date in question, all of the issued and outstanding Shares of TWELVE OAKS.”

 

"Stock Subscription Agreement" means that certain agreement by and between FOUR STAR HOLDINGS and the TWELVE OAKS Share Holders providing for the acquisition by the FOUR STAR HOLDINGS Security Holders of the TWELVE OAKS Share Holders.”

 

 

 

 

 

"Tax" (and, with correlative meaning, "Taxes" and "Taxable") means:

 

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

 

(ii) any responsibility for the payment of any amounts of the type described in clause (i)  above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

 

(iii) any responsibility for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.”

 

                     "Tax Return" means any return, declaration,· form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.”

 

 

 

 

(a)           Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all TWELVE OAKS Shares shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR HOLDINGS.

 

(b)           Exchange Agent. , Joseph L. Pittera, Esq. shall act as the exchange agent (the "Exchange Agent") for the purpose of exchanging TWELVE OAKS Shares for the Stock Exchange Shares. At or within thirty (30) days after the Effective Date, FOUR STAR HOLDINGS shall deliver to the Exchange Agent certificates evidencing the Stock Exchange Shares. The Stock Exchange Shares issued at the Effective Time of the Stock Exchange shall be registered in the names of the TWELVE OAKS Share Holders.

 

 

 

1.2           Conversion of Securities.

 

(a)           Conversion of TWELVE OAKS Shares. At the Effective Time, by virtue of the Stock Exchange and without any action on the part of FOUR STAR HOLDINGS, TWELVE OAKS or the holders of any of their respective securities:

 

1.3           Closing.

 

The closing of the Stock Exchange (the "Closing") will take place at the offices of Joseph L. Pittera Esq., counsel to TWELVE OAKS, at their office in Torrance, California, within one (1) Business Day following the satisfaction or waiver of the conditions precedent set forth in Section 4 or at such other date as FOUR STAR HOLDINGS, and TWELVE OAKS shall agree (the "Closing Date"), but in no event shall the Closing Date occur later than July 10, 2010.

 

1.4           Effect Of The Stock Exchange.

 

At the Effective Time, all the properties, rights, privileges, powers and franchises of TWELVE OAKS shall vest in FOUR STAR HOLDINGS, and all debts, liabilities and duties of TWELVE OAKS shall become the debts, liabilities and duties of FOUR STAR HOLDINGS.

 

1.5           Certificate Of Incorporation and Bylaws; Directors And Officers. Prior to the Effective Time of the Stock Exchange:

(a)           The Certificate of Incorporation of FOUR STAR HOLDINGS are made a part hereof shall be the Certificate of Incorporation of FOUR STAR HOLDINGS following the Stock Exchange. The Bylaws of FOUR STAR HOLDINGS are made a part hereof shall be the Bylaws of FOUR STAR HOLDINGS following the Stock Exchange.

(b)           The initial board of directors of TWELVE OAKS subsequent to the Stock Exchange shall consist of Bobby R. Smith Jr.  The officers of FOUR STAR HOLDINGS subsequent to the Stock Exchange shall be the current officers of FOUR STAR HOLDINGS.

 

 

 

1.6           Further Actions.

 

(a)           After closing and upon issuance of FOUR STAR HOLDINGS Common Stock to Share Holders TWELVE OAKS shall transfer its outstanding shares to FOUR STAR HOLDINGS.

 

(b)           If, at any time after the Effective Time, FOUR STAR HOLDINGS considers or is

advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm (of record or otherwise) in FOUR STAR HOLDINGS its right, title or interest in, to or under any of the rights, properties, or assets of TWELVE OAKS, or otherwise to carry out the intent and purposes of this Agreement, the officers and directors of FOUR STAR HOLDINGS will be authorized to execute and deliver, in the name and on behalf of each of TWELVE OAKS and FOUR STAR HOLDINGS, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of TWELVE OAKS and FOUR STAR HOLDINGS, all such other actions and things as the Board of Directors of FOUR STAR HOLDINGS may determine to be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in FOUR STAR HOLDINGS or otherwise to carry out the intent and purposes of this Agreement.

 

1.7           Restrictions On Resale

 

( a)           The Stock Exchange Shares. The Stock Exchange Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) FOUR STAR HOLDINGS receives an opinion of counsel for the stockholder, reasonably satisfactory to counsel for FOUR STAR HOLDINGS, that an exemption from the registration requirements of the Securities Act is available.

 

 

"THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT."

 

1.8           Exchange of Certificates.

 

(a)           After the Effective Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent to the TWELVE OAKS Share Holders, the TWELVE OAKS Share Holders shall be required to surrender all their TWELVE OAKS Shares to the Exchange Agent, and the TWELVE OAKS Share Holders shall be entitled upon such surrender to receive in exchange therefore certificates representing the number of Stock Exchange Shares into which the TWELVE OAKS Shares theretofore represented by the stock transfer forms so surrendered shall have been exchanged pursuant to this Agreement. Until so surrendered, each outstanding certificate, which, prior to the Effective Time, represented TWELVE OAKS Shares, shall be deemed for all corporate purpose, subject to the further provisions of this Article I, to evidence the ownership of the number of whole Stock Exchange Shares for which such TWELVE OAKS Shares have been so exchanged. No dividend payable to holders of Stock Exchange Shares of record as of any Date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented TWELVE OAKS Shares, until such certificate or certificates representing all the relevant TWELVE OAKS Shares, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.

 

 

 

(b)           All Stock Exchange Shares for which the TWELVE OAKS Shares shall have been exchanged pursuant to this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to the TWELVE OAKS Shares.

 

(c)           On the Effective Date, the stock transfer book of TWELVE OAKS shall be deemed to be closed and no transfer of TWELVE OAKS Shares shall thereafter be recorded thereon.

2.1      Organization and Good Standing: Ownership of Shares. TWELVE OAKS is a corporation duly organized and validly existing under the laws of the State of Alabama. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating TWELVE OAKS to issue, sell or transfer any Shares of TWELVE OAKS other than those represented in Schedule A.

2.2      Corporate Authority. TWELVE OAKS has the corporate power to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors of TWELVE OAKS. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which TWELVE OAKS is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to TWELVE OAKS or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or bylaws of TWELVE OAKS.

2.3       Ownership of Shares. The TWELVE OAKS Share Holders are the owners of record and beneficially of all of the issued and outstanding Shares of TWELVE OAKS Shares, which TWELVE OAKS Shares, to the best of TWELVE OAKS's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

 

2.4       Financial Statements, Books and Records.  Will consist of the unaudited financial Statements (balance sheet, income Statement, notes) of TWELVE OAKS as of the Closing Date (the "Financial Statements"). The Financial Statements fairly represent the financial position of TWELVE OAKS as at such Dates and the results of their operations for the periods then ended. The books of account and other financial records of TWELVE OAKS are in all respects complete and correct in all material respects and are maintained in accordance with good business and accountings practices, and are capable of being audited.

2.5       Access to Records. The corporate financial records, minute books and other documents and records of TWELVE OAKS have been made available to FOUR STAR HOLDINGS prior to the Closing hereof.

 

 

 

2.6           No Material Adverse Changes. Between the execution and Closing of this Agreement, there shall not have been:

 

(a)           any material adverse change in the financial position of TWELVE OAKS except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of TWELVE OAKS;

 

(b)           any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of TWELVE OAKS whether or not covered by insurance;

 

(c)           any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of TWELVE OAKS capital stock;

 

(d)           any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by TWELVE OAKS of any properties or assets, other than as set forth in Sections 2.13 or 2.14 below; or

 

(e)           adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

 

 

 

2.9           No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

 

 

 

 

 

 

 

2.14        Tangible Assets. TWELVE OAKS has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, projects, owned or leased by TWELVE OAKS, any related capitalized items or other tangible property material to the business of TWELVE OAKS (the "Tangible Assets"). TWELVE OAKS holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the Date on the Balance Sheet free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary course of business of TWELVE OAKS and conform to all applicable laws, ordinances and government orders, rules and regulations relating to their construction and operation.

 

2.15        Liabilities. TWELVE OAKS did not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute contingent or otherwise, including, without limitation, any liability on account of taxes, any governmental charge or lawsuit (all of the foregoing collectively defined to as "Liabilities"), which are not fully, fairly and adequately reflected on the Financial Statement except for specific Liabilities set forth in the Unaudited Financial Statements and as declared in Schedule A. As of the Date of Closing, TWELVE OAKS will not have any further Liabilities, other than Liabilities fully and adequately reflected on the Financial Statements and as per Schedule A except for Liabilities incurred in the ordinary course of business. There is no circumstance, condition, event or arrangement which may hereafter give rise to any Liabilities not in the ordinary course of business.

 

 

(a)           incurred any indebtedness or borrowed money;

 

(b)           declared or paid any dividend or declared or made any distribution of any kind to

any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

 

(c)           made any loan or advance to any shareholder, officer, director, employee,

consultant, agent Of other representative or made any other loan or advance otherwise than in the ordinary course of business;

 

 

 

(d)           except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

 

(e)           disposed of any assets of TWELVE OAKS except in the ordinary course of business;

 

(f)           materially increased the annual level of compensation of any executive employee of TWELVE OAKS;

 

(g)           increased, terminated, amended or otherwise modified any plan for the benefit ofemployees of TWELVE OAKS;

 

(h)           issued any shares or rights to acquire such equity securities; or

 

(i)           except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

 

 

 

 

 

3.1        Organization and Good Standing. FOUR STAR HOLDINGS is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Each has the corporate power to own its own property and to carry on its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative impact.

 

3.2       Corporate Authority. Each has the corporate power to enter into this Agreement and to perform their respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of FOUR STAR HOLDINGS as required by Florida law and the directors and shareholders of FOUR STAR HOLDINGS as required by Florida law. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which FOUR STAR HOLDINGS is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to FOUR STAR HOLDINGS or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the respective Articles of Incorporation or Bylaws of FOUR STAR HOLDINGS or FOUR STAR HOLDINGS.

 

 

 

3.3           Capitalization: Purchase of FOUR STAR HOLDINGS Shares by TWELVE OAKS Share Holders: Initial Financing and Stock Exchange Shares.

 

(a)           As of the date of this Agreement, FOUR STAR HOLDINGS is authorized to issue 100,000,000 shares of FOUR STAR HOLDINGS Common Stock, $0.00 par value per share, and 50,000,000 shares of FOUR STAR HOLDINGS Preferred Stock, $0.001 par value per share, of which approximately (i) 22,234,228 shares of FOUR STAR HOLDINGS Common Stock and (ii) no shares of FOUR STAR HOLDINGS Preferred Stock are issued and outstanding.

 

(b)           Immediately prior to the Effective Time of the Stock Exchange, TWELVE OAKS shall provide to FOUR STAR HOLDINGS completed and executed copies of the Investor Questionnaire and the Stock Subscription Agreement.

 

 

                 (d)           At the Closing, the Stock Exchange Shares to be issued and delivered to the TWELVE OAKS Share Holders hereunder will when so issued and delivered, constitute valid and legally issued shares of FOUR STAR HOLDINGS Common Stock, fully paid and non-assessable. The Stock Exchange Shares issuable to such TWELVE OAKS Share Holders shall represent approximately 3.04% of the FOUR STAR HOLDINGS Fully-Diluted Common Stock as at the Effective Time of the Stock Exchange.

 

 

3.6           Access to Records. The corporate financial records, minute books, and other documents and records of FOUR STAR HOLDINGS have been made available to TWELVE OAKS prior to the Closing hereof.

 

3.7           No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

 

 

(c)           violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, FOUR STAR HOLDINGS or upon the securities, properties or business to FOUR STAR HOLDINGS; or

 

(d)           violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein.

 

 

 

(a)           require the approval or consent of any governmental or regulatory body or the approval or consent of any other person;

 

 

 

3.10         Full Disclosure. No representation or warranty by FOUR STAR HOLDINGS in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written Statement, certificate or instrument furnished or to be furnished by FOUR STAR HOLDINGS pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue Statement of a material fact or omits or will omit to State any fact necessary to make any Statement herein or therein not materially misleading or necessary to complete and correct presentation of all material aspects of the business of FOUR STAR HOLDINGS.

 

 

4.1           Conditions Precedent to the Obligation of TWELVE OAKS. All obligations of TWELVE OAKS and the TWELVE OAKS Member Holders under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions (anyone of which may be waived at Closing by TWELVE OAKS):

 

 

 

(a)

The representations and warranties by or on behalf of FOUR STAR HOLDINGS contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time.

 

(b)

FOUR STAR HOLDINGS shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing.

 

(c)

On the Closing Date, an executive officer of FOUR STAR HOLDINGS shall have delivered to TWELVE OAKS a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of FOUR STAR HOLDINGS set forth in this Agreement are true and correct in all material respects.

 

(d)

On or before the Closing, the Board of Directors and the shareholders of FOUR STAR HOLDINGS shall have approved, in accordance with applicable law, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable FOUR STAR HOLDINGS to comply with the Terms of the Agreement

 

(e)	The Stock Exchange shall be permitted by applicable law and FOUR STAR HOLDINGS shall have sufficient shares of FOUR STAR HOLDINGS Common Stock authorized to complete the Stock Exchange.

 

(f)	At the Closing, all instruments and documents delivered to TWELVE OAKS and the Shareholders pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for TWELVE OAKS.

 

(g)

The Stock Exchange Shares to be issued to the Shareholders of TWELVE OAKS at Closing will be validly issued, non-assessable and fully paid for and will be issued in a non-public offering and exempt Stock Exchange transaction in Compliance with all federal and State securities laws, bearing a restrictive legend, as is more fully set forth herein.

 

4.2           Conditions Precedent to the Obligations of FOUR STAR HOLDINGS. All obligations of FOUR STAR HOLDINGS under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions (anyone of which may be waived at Closing by FOUR STAR HOLDINGS):

 

(a)	The representations and warranties by TWELVE OAKS contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time;

 

(b)

TWELVE OAKS and the TWELVE OAKS Share Holders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing;

 

 

 

(c)

On the Closing Date, the TWELVE OAKS CEO shall have delivered to FOUR STAR HOLDINGS a certificate, duly executed by such Person and certifying, that to the best of such Person's knowledge and belief, the representations and warranties of TWELVE OAKS set forth in this Agreement are true and correct in all material respects.

 

(d)	The holders of a majority of the issued and outstanding Shares of TWELVE OAKS Shares shall have approved, ratified and confirmed this Agreement, the Stock Exchange and all of the transactions contemplated hereby, all in accordance with applicable Alabama law.

 

 

 

5.3            Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, FOUR STAR HOLDINGS, and TWELVE OAKS and the respective parties Principal Executive Officers agree to keep confidential any information disclosed to each other in connection therewith for a period of three (3) years from the Date hereof; provided, however, such obligation shall not apply to information which:

(i)           at the time of the disclosure was public knowledge;

(ii)           is required to be disclosed publicly pursuant to any applicable Federal or State securities laws;

(iii)           after the time of disclosure becomes public knowledge (except due to the action of the receiving party);

(iv)           the receiving party had within its possession at the time of disclosure; or

(v)           is ordered disclosed by a Court of proper jurisdiction.

 

 

 

5.5           Filing of Certificate of Stock Exchange. The Articles of Stock Exchange shall have been filed in the office of the Secretary of State for the State of Florida.

 

 

7.1           Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:

 

 

 

 

 

 

8.1         Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.

 

8.2           Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.

 

8.3           Assignment. This Agreement is not assignable except by operation of law.

 

8.4           Notice. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this Agreement shall be as follows:

 

To: FOUR STAR HOLDINGS:

 

Bobby R. Smith, Jr., Four Star Holdings, Inc., 100 Four Star Lane, Odenville, AL 35120

 

 

To: TWELVE OAKS AND THE TWELVE OAKS PRINCIPAL EXECUTIVE OFFICERS:

 

Fran Mize, TWELVE OAKS PROPERTIES, INC 100 Four Star Lane, Odenville, AL 35120

 

 

 

 

 

 

 

8.8         Entire Agreement. This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, written or oral, with respect hereof.

 

8.9         Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

 

8.11       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

 

 

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the parties have executed this agreement on the Date first above written.