AGREEMENT AND PLAN OF STOCK EXCHANGE
AGREEMENT
AND PLAN OF STOCK EXCHANGE
This Agreement and Plan of Stock Exchange ("Agreement"), is made and entered into this
31st day of March 2010, by and among
FOUR STAR HOLDINGS, INC., a Florida Corporation ("FOUR
STAR HOLDINGS"), and RIDGEFIELD DEVELOPMENT CORPORATION, an Alabama Corporation
("RIDGEFIELD DEVELOPMENT CORPORATION”). FOUR STAR HOLDINGS, and RIDGEFIELD DEVELOPMENT
CORPORATION are
hereinafter sometimes collectively referred to as the
"Parties."
RECITALS:
A. FOUR STAR HOLDINGS desires to
acquire all of the issued and outstanding common stock of RIDGEFIELD DEVELOPMENT CORPORATION,
through a Stock Exchange with and into FOUR STAR HOLDINGS (the "Stock Exchange"), with FOUR
STAR HOLDINGS as the
surviving corporation of the Stock Exchange.
B. It
is the intention of the parties hereto that: (i) the Stock Exchange shall
qualify as a tax free reorganization under Section 338 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
RIDGEFIELD DEVELOPMENT CORPORATION and the FOUR STAR HOLDINGS Security Holders each deem it to be in
the best interests of FOUR STAR HOLDINGS and RIDGEFIELD DEVELOPMENT
CORPORATION and their respective
shareholders and members to consummate the Stock Exchange, as a result of which
FOUR STAR HOLDINGS shall
acquire all of the issued and outstanding common stock of RIDGEFIELD
DEVELOPMENT CORPORATION.
NOW, THEREFORE, in consideration
of the mutual covenants, agreements, representations and warranties contained in
this Agreement, the parties hereto agree as follows:
CERTAIN
DEFINITIONS
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 Merger of RIDGEFIELD DEVELOPMENT
CORPORATION 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, no par value
per share.”
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"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 RIDGEFIELD DEVELOPMENT CORPORATION shall be consummated pursuant to the
filing of the Articles of Merger 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 RIDGEFIELD DEVELOPMENT CORPORATION
Shareholders 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.”
"RIDGEFIELD
DEVELOPMENT CORPORATION Common stock" shall mean the Common stock of RIDGEFIELD
DEVELOPMENT CORPORATION.”
"RIDGEFIELD
DEVELOPMENT CORPORATION Managing Director" shall mean the Managing Director of
RIDGEFIELD DEVELOPMENT CORPORATION.”
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"RIDGEFIELD
DEVELOPMENT CORPORATION Common stock" means, as at the date in question, all of
the issued and outstanding Common stock of RIDGEFIELD DEVELOPMENT
CORPORATION.”
"RIDGEFIELD
DEVELOPMENT CORPORATION Shareholders" means the collective reference to all of
the record holders of the RIDGEFIELD DEVELOPMENT CORPORATION Common stock at the
Effective Time of the Stock Exchange, including the RIDGEFIELD DEVELOPMENT
CORPORATION Managing Officers and Directors.”
"Stock
Subscription Agreement" means that certain agreement by and between FOUR STAR
HOLDINGS and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders providing for
the acquisition by the FOUR STAR HOLDINGS Security Holders of the RIDGEFIELD
DEVELOPMENT CORPORATION Common stock.”
"Surviving
Entity" shall mean FOUR STAR HOLDINGS as the surviving entity in the Stock
Exchange as provided in Section 1.1.”
"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.”
THE STOCK
EXCHANGE
SECTION 1. THE STOCK
EXCHANGE: EFFECTIVE TIME.
1.1
The Stock
Exchange. At the Effective Time and subject to and upon the terms and
conditions of this Agreement, RIDGEFIELD DEVELOPMENT CORPORATION shall effect a
business
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combination with
FOUR STAR HOLDINGS, the separate corporate existence of RIDGEFIELD DEVELOPMENT
CORPORATION shall cease and FOUR STAR HOLDINGS shall continue as the Surviving
Entity, with RIDGEFIELD DEVELOPMENT CORPORATION as a fully owned subsidiary of
FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon
the filing of the Articles of Stock Exchange executed in accordance with the
applicable provisions of the Corporate Law and the Secretary of State
of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and
RIDGEFIELD DEVELOPMENT CORPORATION and specified in the Certificate of Stock
Exchange subject to the satisfaction or waiver of each of the conditions set
forth in Section 4. The date on which the Effective Time occurs is referred to
as the "Effective Date." Provided that this Agreement has not been terminated,
the Parties will cause the Articles of Stock Exchange to be filed on the Closing
Date, as hereafter defined in Section 1.3.
(a) Upon
the terms and subject to the conditions set forth in this Agreement, at the
Effective Time, all RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall be
converted into the right to receive the Stock Exchange Shares existing and to be
issued by FOUR STAR HOLDINGS.
(b) Exchange Agent. ,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. shall act as the exchange agent (the
"Exchange Agent") for the purpose of exchanging RIDGEFIELD DEVELOPMENT
CORPORATION Common stock 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 RIDGEFIELD DEVELOPMENT CORPORATION Shareholders.
1.2 Conversion of
Securities.
(a) Conversion of RIDGEFIELD
DEVELOPMENT CORPORATION Common stock. At the Effective Time, by virtue of
the Stock Exchange and without any action on the part of FOUR STAR HOLDINGS,
RIDGEFIELD DEVELOPMENT CORPORATION or the holders of any of their respective
securities:
(i) Each one
of the Common stock of RIDGEFIELD DEVELOPMENT CORPORATION issued and outstanding
immediately prior to the Effective Time shall be converted into a total of
2,000,000 common shares of FOUR STAR HOLDINGS to be distributed among the
RIDGEFIELD DEVELOPMENT CORPORATION Shareholders according to the list attached
hereto as Exhibit “A.”
(ii) All
RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall no longer be outstanding
and shall automatically be canceled and retired and shall cease to exist, and
each holder of a certificate representing any such RIDGEFIELD DEVELOPMENT
CORPORATION Common stock shall cease to have any rights with respect thereto,
except the right to receive the Stock Exchange Shares to be issued pursuant to
this Section 1.2(a) (fractional shares may be issued rounded to the hundredth
decimal point) upon the surrender of such certificate in accordance with Section
1.8, without interest.
(iii) Each
RIDGEFIELD DEVELOPMENT CORPORATION Common Shares that immediately prior to the
Effective Time is held by RIDGEFIELD DEVELOPMENT CORPORATION as a treasury share
shall be cancelled and retired without payment of any consideration therefore
and without any conversion thereof into a right to receive the Stock Exchange
Shares.
1.3 Closing.
The
closing of the Stock Exchange (the "Closing") will take place at the offices of
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Esq., counsel to RIDGEFIELD DEVELOPMENT CORPORATION, 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 RIDGEFIELD DEVELOPMENT CORPORATION
shall agree (the "Closing Date"), but in no event shall the Closing Date occur
later than March 31, 2010.
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1.4 Effect Of The Stock
Exchange.
At the
Effective Time, all the properties, rights, privileges, powers and franchises of
RIDGEFIELD DEVELOPMENT CORPORATION shall vest in FOUR STAR HOLDINGS, and all
debts, liabilities and duties of RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION subsequent to
the Stock Exchange shall consist of ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇▇▇▇. The
officers of FOUR STAR HOLDINGS prior 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 Security Holders
RIDGEFIELD DEVELOPMENT CORPORATION shall transfer its outstanding common stock
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 RIDGEFIELD DEVELOPMENT CORPORATION,
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 RIDGEFIELD DEVELOPMENT CORPORATION
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 RIDGEFIELD
DEVELOPMENT CORPORATION 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.
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The certificates representing the Stock Exchange Shares to be issued on the
Effective Date pursuant to this Agreement shall contain a legend substantially
as follows:
"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 RIDGEFIELD DEVELOPMENT CORPORATION
Shareholders, the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be
required to surrender all their RIDGEFIELD DEVELOPMENT CORPORATION Common stock
to the Exchange Agent, and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders
shall be entitled upon such surrender to receive in exchange therefor
certificates representing the number of Stock Exchange Shares into which the
RIDGEFIELD DEVELOPMENT CORPORATION Common stock 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 RIDGEFIELD DEVELOPMENT CORPORATION Common stock,
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 RIDGEFIELD DEVELOPMENT CORPORATION Common stock 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 RIDGEFIELD
DEVELOPMENT CORPORATION Common stock, until such certificate or certificates
representing all the relevant RIDGEFIELD DEVELOPMENT CORPORATION Common stock,
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 RIDGEFIELD DEVELOPMENT CORPORATION Common
stock 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 RIDGEFIELD
DEVELOPMENT CORPORATION Common stock.
(c) On
the Effective Date, the stock transfer book of RIDGEFIELD DEVELOPMENT
CORPORATION shall be deemed to be closed and no transfer of RIDGEFIELD
DEVELOPMENT CORPORATION Common stock shall thereafter be recorded
thereon.
SECTION 2. REPRESENTATIONS
AND WARRANTIES OF RIDGEFIELD DEVELOPMENT CORPORATION
RIDGEFIELD
DEVELOPMENT CORPORATION hereby represents and warrants as follows:
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2.1
Organization and Good
Standing: Ownership of Shares. RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION to issue, sell or
transfer any Common stock of RIDGEFIELD DEVELOPMENT CORPORATION other than those
represented in Schedule A.
2.2
Corporate
Authority. RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION. 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 RIDGEFIELD
DEVELOPMENT CORPORATION is a party and will not violate any judgment, decree,
order, writ, rule, statute, or regulation applicable to RIDGEFIELD DEVELOPMENT
CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION.
2.3
Ownership of Shares.
The RIDGEFIELD DEVELOPMENT CORPORATION Shareholders are the owners of
record and beneficially of all of the issued and outstanding Common stock of
RIDGEFIELD DEVELOPMENT CORPORATION Common stock, which RIDGEFIELD DEVELOPMENT
CORPORATION Common stock, to the best of RIDGEFIELD DEVELOPMENT CORPORATION'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 audited
financial Statements (balance sheet, income Statement, notes) of RIDGEFIELD
DEVELOPMENT CORPORATION as of December 31, 2009 (the "Financial Statements").
The Financial Statements fairly represent the financial position of RIDGEFIELD
DEVELOPMENT CORPORATION as at such Dates and the results of their operations for
the periods then ended. The books of account and other financial records of
RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT
CORPORATION except changes arising in the ordinary course of business, which
changes will in no event materially and adversely affect the financial position
of RIDGEFIELD DEVELOPMENT CORPORATION;
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(b) any
damage, destruction or loss materially affecting the assets, prospective
business,
operations or condition (financial or otherwise) of RIDGEFIELD DEVELOPMENT
CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION capital
stock;
(d) any
sale of an asset (other than in the ordinary course of business) or any
mortgage
or pledge by RIDGEFIELD DEVELOPMENT CORPORATION 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.
2.7
Taxes.
RIDGEFIELD DEVELOPMENT CORPORATION as of the Closing Date, has filed all
material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and has (or will have) paid or made
adequate provisions for all taxes or assessments which had become due as of the
Closing Date and there are no deficiency notices outstanding.
2.8
Compliance with Laws.
RIDGEFIELD DEVELOPMENT CORPORATION has complied with all federal, State,
county and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of RIDGEFIELD
DEVELOPMENT CORPORATION.
2.9
No Breach. The
execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby will not:
(a)
violate any provision of the Articles of Incorporation or Bylaws of RIDGEFIELD
DEVELOPMENT CORPORATION;
(b)
violate, conflict with or result in the breach of any of the Terms of, result in
a material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time, or both
constitute) a default under any contract or other agreement to which RIDGEFIELD
DEVELOPMENT CORPORATION is a party or by or to which it or any of its assets or
properties may be bound or subject;
(c)
violate any order, judgment, injunction, award or decree of any court,
arbitrator or governmental or regulatory body against, or binding upon,
RIDGEFIELD DEVELOPMENT CORPORATION or upon the properties or business of
RIDGEFIELD DEVELOPMENT CORPORATION; or
(d) violate
any statute, law or regulation of any jurisdiction applicable to the
transactions
contemplated herein which could have a materially adverse effect on the business
or operations of RIDGEFIELD DEVELOPMENT CORPORATION.
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2.10
Actions and
Proceedings. RIDGEFIELD DEVELOPMENT CORPORATION is not a party to any
material pending litigation or, to its knowledge, any governmental investigation
or proceeding not reflected in the RIDGEFIELD DEVELOPMENT CORPORATION Financial
Statements, and to its best knowledge, no material litigation, claims,
assessments or non-governmental proceedings are threatened against RIDGEFIELD
DEVELOPMENT CORPORATION.
2.11
Agreements.
There are no material contract or arrangement to which RIDGEFIELD
DEVELOPMENT CORPORATION is a party or by or to which it or its assets,
properties or business are bound or subject, whether written or
oral.
2.12 Brokers or Finders.
No broker's or finder's fee will be payable by RIDGEFIELD DEVELOPMENT
CORPORATION in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by RIDGEFIELD
DEVELOPMENT CORPORATION or any of its Shareholders.
2.13
Real Estate.
RIDGEFIELD DEVELOPMENT CORPORATION owns no real property.
2.14
Tangible Assets.
RIDGEFIELD DEVELOPMENT CORPORATION has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, projects,
owned or leased by RIDGEFIELD DEVELOPMENT CORPORATION, any related capitalized
items or other tangible property material to the business of RIDGEFIELD
DEVELOPMENT CORPORATION (the "Tangible Assets"). RIDGEFIELD DEVELOPMENT
CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION and conform to all
applicable laws, ordinances and government orders, rules and regulations
relating to their construction and operation.
2.15
Liabilities.
RIDGEFIELD DEVELOPMENT CORPORATION 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, RIDGEFIELD DEVELOPMENT
CORPORATION 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.
2.16
Operations of
RIDGEFIELD DEVELOPMENT CORPORATION. Between the execution and Closing of
this Agreement, RIDGEFIELD DEVELOPMENT CORPORATION shall not have:
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(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 an indebtedness or
liability (whether or not currently due and payable);
(e) disposed
of any assets of RIDGEFIELD DEVELOPMENT CORPORATION except in the ordinary
course of business;
(f) materially
increased the annual level of compensation of any executive employee of
RIDGEFIELD
DEVELOPMENT CORPORATION;
(g) increased,
terminated, amended or otherwise modified any plan for the benefit of employees
of RIDGEFIELD DEVELOPMENT CORPORATION;
(h) issued
any common stock 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.
2.17
Capitalization.
The authorized capital stock of RIDGEFIELD DEVELOPMENT CORPORATION
consists of 1,230 common shares of RIDGEFIELD DEVELOPMENT CORPORATION of which
(a) 1,230 Common shares of RIDGEFIELD DEVELOPMENT CORPORATION have been issued
to ▇▇▇▇▇▇▇ ▇▇▇▇ (455 Common Shares), and ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (775 Common
Shares). RIDGEFIELD DEVELOPMENT CORPORATION has not granted, issued or agreed to
grant, issue or make any other commitments of any character relating to the
issued or unissued Common stock of capital stock of RIDGEFIELD DEVELOPMENT
CORPORATION, (b) and 1,230 Common stock are issued and outstanding as of March
31, 2010.
2.18
Full Disclosure.
No representation or warranty by RIDGEFIELD DEVELOPMENT CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION 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 a complete and correct presentation of all material
aspects of the business of RIDGEFIELD DEVELOPMENT CORPORATION.
SECTION
3. REPRESENTATIONS AND WARRANTIES OF FOUR
STAR HOLDINGS
FOUR STAR
HOLDINGS hereby represents and warrants as to itself and FOUR STAR HOLDINGS as
follows:
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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 RIDGEFIELD DEVELOPMENT CORPORATION Security
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, no par value per share,
and 15,000,000 shares of FOUR STAR HOLDINGS Preferred Stock, $.001 par value per
share, of which approximately (i) 22,276,078 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, RIDGEFIELD DEVELOPMENT
CORPORATION shall provide to FOUR STAR HOLDINGS completed and executed copies of
the Investor Questionnaire and the Stock Subscription Agreement.
(c) There are
no outstanding warrants, issued stock options, stock rights or other
commitments
of any character relating to the issued or unissued shares of either Common
Stock or Preferred Stock of FOUR STAR HOLDINGS, other than those which are set
forth in Section 3.3(e) below.
(d) At the
Closing, the Stock Exchange Shares to be issued and delivered to the RIDGEFIELD
DEVELOPMENT CORPORATION Security 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 RIDGEFIELD DEVELOPMENT CORPORATION Security Holders shall represent
approximately ___% of the FOUR STAR HOLDINGS Fully-Diluted Common Stock as at
the Effective Time of the Stock Exchange.
3.4
Compliance with Laws.
FOUR STAR HOLDINGS has complied with all federal, State, county and local
laws, ordinances, regulations, inspections, orders, judgments, injunctions,
awards or decrees applicable to it or its business, which, if not complied with,
would materially and adversely affect the business of FOUR STAR HOLDINGS or the
trading market for the FOUR STAR HOLDINGS Shares and specifically, and FOUR STAR
HOLDINGS has complied with provisions for registration under the Securities Act
of 1933 and all applicable blue sky laws in connection with its public stock
offering and there are no outstanding, pending or threatened stop orders or
other actions or investigations relating thereto.
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3.5
Actions and
Proceedings. FOUR STAR
HOLDINGS is not a party to any material pending litigation or, to its
knowledge, any governmental proceedings that are threatened against FOUR STAR HOLDINGS, except as
set forth on Schedule
3.5 attached hereto
and made a part hereof.
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 RIDGEFIELD DEVELOPMENT CORPORATION 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:
(a) violate any provision of the Articles
of Incorporation or Bylaws of FOUR STAR HOLDINGS;
(b) violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default under, any contract or other agreement to which FOUR STAR HOLDINGS is a party or
by or to which it or any of its assets or properties may be bound or
subject;
(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.
3.8
Brokers or
Finders. No broker's or
finder's fee will be payable by FOUR STAR HOLDINGS in connection with the transactions
contemplated by this Agreement, nor will any such fee be incurred as a result of
any actions of FOUR STAR HOLDINGS.
3.9
Authority to
Execute and Perform Agreements. FOUR STAR HOLDINGS has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of FOUR
STAR HOLDINGS enforceable in accordance with its Terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby and
the performance by FOUR STAR
HOLDINGS of this Agreement, in accordance with its respective Terms and
conditions will not:
(a) require
the approval or consent of any governmental or regulatory body or the
approval
or consent of any other person;
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(b) conflict with or result in any breach
or violation of any of the Terms and conditions of, or constitute (or with any
notice or lapse of time or both would constitute) a default under, any
order, judgment or decree applicable to FOUR STAR HOLDINGS, or any
instrument, contract or other agreement to which FOUR STAR HOLDINGS is a party
or by or to which FOUR STAR HOLDINGS is bound or subject; or
(c) result
in the creation of any lien or other encumbrance on the assets or properties of
FOUR STAR HOLDINGS.
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.
SECTION 4. CONDITIONS
PRECEDENT
4.1
Conditions
Precedent to the Obligation of RIDGEFIELD DEVELOPMENT CORPORATION. All
obligations of RIDGEFIELD DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT
CORPORATION Shareholders 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 RIDGEFIELD DEVELOPMENT
CORPORATION):
(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 RIDGEFIELD DEVELOPMENT CORPORATION 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
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(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 RIDGEFIELD DEVELOPMENT
CORPORATION and the Shareholders pursuant to provisions hereof shall be
reasonably satisfactory to legal counsel for RIDGEFIELD DEVELOPMENT
CORPORATION.
(g) The
Stock Exchange Shares to be issued to the Shareholders of RIDGEFIELD DEVELOPMENT
CORPORATION 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 RIDGEFIELD DEVELOPMENT CORPORATION 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) RIDGEFIELD
DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders
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, one of the RIDGEFIELD DEVELOPMENT CORPORATION Managing Members
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 RIDGEFIELD DEVELOPMENT CORPORATION set
forth in this Agreement are true and correct in all material
respects.
(d) The
holders of a majority of the issued and outstanding Common stock of RIDGEFIELD
DEVELOPMENT CORPORATION Common stock 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.
SECTION 5.
COVENANTS
5.1
Corporate
Examinations and Investigations. Prior to the Closing Date, the parties
acknowledge that they have been entitled, through their employees and
representatives, to make such investigation of the assets, properties, business
and operations, books, records and financial condition of the other as they each
may reasonably require. No investigations, by a party hereto shall, however,
diminish or waive any of the representations, warranties, covenants or
agreements of the party under this Agreement.
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5.2 Further Assurances.
The parties shall execute such documents and other papers and take such
further actions as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby. Each such party
shall use its best efforts to fulfill or obtain the fulfillment of the
conditions to the Closing, including, without limitation, the execution and
delivery of any documents or other papers, the execution and delivery of which
are necessary or appropriate to the Closing.
5.3
Confidentiality.
In the event the transactions contemplated by this Agreement are not
consummated, FOUR STAR HOLDINGS, and RIDGEFIELD DEVELOPMENT CORPORATION 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.
5.4
Stock
Certificates. Within thirty (30) days of the Closing or a time frame as
determined by SEC regulatory requirements for filings etc., the FOUR STAR
HOLDINGS Security Holders shall have delivered the certificates representing the
FOUR STAR HOLDINGS Securities duly endorsed (or with executed stock powers) so
as to make RIDGEFIELD DEVELOPMENT CORPORATION the sole owner thereof. Further,
within thirty (30) days of such Closing, FOUR STAR HOLDINGS shall issue to the
RIDGEFIELD DEVELOPMENT CORPORATION Shareholders the Stock Exchange
Shares.
5.5 Board of Directors. A list of the initial board of directors of RIDGEFIELD DEVELOPMENT CORPORATION subsequent to the Stock Exchange shall be provided by RIDGEFIELD DEVELOPMENT CORPORATION prior to the Closing. Such initial members of the board of directors shall serve until the earlier of their death, resignation or removal or until the next annual meeting of the stockholders of RIDGEFIELD DEVELOPMENT CORPORATION, when their respective successors are duly appointed and qualified. The officers of RIDGEFIELD DEVELOPMENT CORPORATION subsequent to the Stock Exchange shall be the current officers of RIDGEFIELD DEVELOPMENT CORPORATION.
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5.6
Indemnification
of Officers and Directors. It is the intention of the Parties that FOUR
STAR HOLDINGS and RIDGEFIELD DEVELOPMENT CORPORATION shall indemnify its
officers and directors to the fullest extent permitted by law, as applicable. In
such connection, the Parties agree not to amend the Certificates of
incorporation or Bylaws of either FOUR STAR HOLDINGS or RIDGEFIELD DEVELOPMENT
CORPORATION if such amendment shall have the effect of reducing, terminating or
otherwise adversely affecting the indemnification rights and privileges
applicable to officers and directors of each of FOUR STAR HOLDINGS and
RIDGEFIELD DEVELOPMENT CORPORATION, as the same are in effect Immediately prior
to the Effective Time of the Stock Exchange.
SECTION
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Notwithstanding any right of either party to investigate the affairs of the
other party and its Shareholders, each party has the right to rely fully upon
representations, warranties, covenants and agreements of the other party and its
Shareholders contained in this Agreement or in any document delivered to one by
the other or any of their representatives, in connection with the transactions
contemplated by this Agreement. All such representations, warranties, covenants
and agreements shall survive the execution and delivery hereof and the closing
hereunder for three (3) years following the Closing.
SECTION 7. DOCUMENTS AT
CLOSING AND THE CLOSING
7.1 Documents at Closing
At the Closing, the following transactions shall occur, all of such
transactions
being deemed to occur simultaneously:
(a) RIDGEFIELD
DEVELOPMENT CORPORATION will deliver, or will cause to be delivered, to FOUR
STAR HOLDINGS the following:
(i)
a certificate executed by an Officer/Director of RIDGEFIELD
DEVELOPMENT CORPORATION to the effect that all representations and warranties
made by RIDGEFIELD DEVELOPMENT CORPORATION under this Agreement are true and
correct as of the Closing, the same as though originally given to FOUR STAR
HOLDINGS on said Date;
(ii)
a certificate from the State of Alabama Dated at or about the Closing to the
effect
that RIDGEFIELD DEVELOPMENT CORPORATION is validly existing under the laws of
said State;
(iii)
Common stock representing the Common stock of RIDGEFIELD DEVELOPMENT CORPORATION
to be exchanged for the Stock Exchange Shares.
(iv) all
other items, the delivery of which is a condition precedent to the obligations
of FOUR STAR HOLDINGS, as set forth in Section 4.
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(b) FOUR
STAR HOLDINGS will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT
CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Security
Holders:
(i) a
certificate from FOUR STAR HOLDINGS executed by the President or Secretary of
FOUR STAR HOLDINGS, to the effect that all representations and warranties of
FOUR STAR HOLDINGS made under this Agreement are true and correct as of the
Closing, the same as though originally given to RIDGEFIELD DEVELOPMENT
CORPORATION on said Date;
(ii)
certified
copies of resolutions by FOUR STAR HOLDINGS Board of Directors authorizing this
transaction;
(iii) certificates
from the Florida Secretary of State Dated at or about the Closing Date that
FOUR STAR HOLDINGS are in good standing under the laws of said State;
and
(iv) all
other items, the delivery of which is a condition precedent to the obligations
of RIDGEFIELD DEVELOPMENT CORPORATION, as set forth in Section 4
hereof.
SECTION 8.
MISCELLANEOUS
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:
▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇., Four Star Holdings, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
To: RIDGEFIELD DEVELOPMENT CORPORATION
AND THE RIDGEFIELD DEVELOPMENT CORPORATION PRINCIPAL EXECUTIVE
OFFICERS:
▇▇▇▇ ▇▇▇▇, Ridgefield Development
Corporation,100 Four ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Any
notice or Statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
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8.5
Governing Law.
This Agreement shall be construed, and the legal relations between the
parties determined, in accordance with the laws of the State of Florida, thereby
precluding any choice of
law rules which may direct the application of the laws of any other
jurisdiction.
8.6
Arbitration.
The parties hereby agree that any dispute or cause of action arising under this
Agreement shall be settled by arbitration conducted by one arbitrator. The
arbitrator shall be acceptable to both RIDGEFIELD DEVELOPMENT CORPORATION and
FOUR STAR HOLDINGS. If an arbitrator cannot be agreed upon as provided in the
preceding sentence, an arbitrator will be appointed. The arbitrator shall set a
limited time period and establish procedures designed to reduce the cost and
time for discovery while allowing the parties an opportunity, adequate in the
sole judgment of the arbitrator, to discover relevant information from the
opposing parties about the subject matter of the dispute The arbitrator shall
rule upon motions to compel or limit discovery and shall have the authority to
impose sanctions, including attorneys' fees and costs, to the same extent as a
court of competent law or equity, should the arbitrator determine that discovery
was sought without substantial justification or that discovery was refused or
objected to without substantial justification. The decision of the arbitrator
shall be written, shall be in accordance with applicable law and with this
Agreement, and shall be supported by written findings of fact and conclusion of
law which shall set forth the basis for the decision of the arbitrator. Any such
arbitration shall be held exclusively in Florida.
8.7
Publicity.
No publicity release or announcement concerning this Agreement or the
transactions contemplated hereby shall be issued by either party hereto at any
time from the signing hereof without advance approval in writing of the form and
substance by the other party.
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.
8.10
Severability of
Provisions. The invalidity or unenforceability of any term, phrase,
clause, paragraph, restriction, covenant, agreement or provision of this
Agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.
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.
8.12
Binding Effect.
This Agreement shall be binding upon the parties hereto and inure to the
benefit of the parties, their respective heirs, administrators, executors,
successors
and assigns.
8.13
Press Releases.
The parties will mutually agree as to the wording and timing of any
informational releases concerning this transaction prior to and through
Closing.
SIGNATURE
PAGE FOLLOWS
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IN WITNESS WHEREOF, the
parties have executed this agreement on the Date first above
written.
By:/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇,
▇▇.
Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Its:
Chief Executive Officer
Date: March 31,
2010
RIDGEFIELD
DEVELOPMENT CORPORATION
By:/s/ ▇▇▇▇▇▇▇
▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇
Its: Chief
Executive Officer
Date:
March 31, 2010
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