Written Consent for Approval of Merger Between Twelve Oaks Properties, Inc. and Four Star Holdings, Inc.

Summary

This document is a written consent form for shareholders of Twelve Oaks Properties, Inc. to approve or disapprove the company's acquisition as a wholly owned subsidiary of Four Star Holdings, Inc. The consent also covers the adoption of the Agreement and Plan of Stock Exchange dated June 30, 2010. Shareholders are asked to return the signed consent by June 30, 2010. If no choice is indicated, the vote defaults to approval. The form must be signed and returned to the company's legal counsel by the specified deadline.

EX-10.2 3 ex102.htm EX102 ex102.htm

FORM OF

WRITTEN CONSENT

TWELVE OAKS PROPERTIES, INC.

(Common Stock)

This Written Consent is solicited by the Board of Directors of TWELVE OAKS PROPERTIES, Inc.

Please return this consent no later than 6:00PM (Eastern Standard Time) on June 30, 2010, which is the date that the Twelve Oak’s Board of Directors anticipates using this consent to effect the merger. Your shares will be tabulated and voted to approve or disapprove the proposal as you indicate below. Any Written Consent returned without indicating a decision on the proposal will be voted to APPROVE the proposal.

The undersigned, being a holder of record of common stock, par value $1.00, of Twelve Oaks Properties, Inc., an Alabama corporation (“Twelve Oaks”), on June 30, 2010, hereby consents, by written consent without a meeting, to the action as set forth below with respect to all of the aforementioned shares of Twelve Oaks common stock that the undersigned holds of record.

The undersigned acknowledges receipt of the consent solicitation which more fully describes the proposal below.

The Board of Directors of Twelve Oaks unanimously recommends that you vote to “APPROVE” the following proposal.

Approval of the acquisition of Twelve Oaks as a wholly owned subsidiary of Four Star Holdings, Inc., and adoption and approval of the Agreement and Plan of Stock Exchange among Four Star Holdings, Inc. and Twelve Oaks Properties, Inc. and Bobby Smith, Jr. as Shareholder Representative, dated as of June 30, 2010, and the transactions contemplated thereby.

Approve x

Disapprove o

IMPORTANT: PLEASE DATE AND SIGN THE CONSENT BELOW.

Please sign exactly as your name appears on the certificate(s) representing your share(s) of common stock of Twelve Oaks. If held in joint tenancy, all persons must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please give full title as such. If shares are held by a corporation, please sign the full corporate name by president or other authorized officer. If shares are held by a partnership or other entity, please sign the full partnership or other entity name by authorized person. Please execute, date, sign and return this Written Consent promptly to Twelve Oaks by faxing it to Twelve Oaks’ legal counsel, Joseph Pittera, Esquire at ###-###-#### or by emailing a pdf copy of the Written Consent to ***@***, or by mailing the Written Consent to Joseph Pittera, Esq. 2214 Torrance Boulevard, Suite 101, Torrance, CA 90501 Attention: Joseph Pittera.

/s/ Bobby R. Smith, Jr June 30, 2010 /s/ Frances Mize June 30, 2010

Bobby R. Smith Jr. Date Frances Mize Date

Shareholder Shareholder

/s/ Billy Smith June 30, 2010 /s/ Marty Wagnon, Jr. June 30, 2010

Billy Smith Date Marty Wagnon, Jr. Date

Shareholder Shareholder