Common use of Documents at Closing and the Closing Clause in Contracts

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. (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.

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 TWELVE OAKS will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS the following: (i) a certificate executed by an Officer/Director the CEO of RIDGEFIELD DEVELOPMENT CORPORATION TWELVE OAKS to the effect that all representations and warranties made by RIDGEFIELD DEVELOPMENT CORPORATION TWELVE OAKS 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 TWELVE OAKS is validly existing under the laws of said State; (iii) Common stock Shares representing the Common stock those Shares of RIDGEFIELD DEVELOPMENT CORPORATION TWELVE OAKS to be exchanged for the Stock Exchange Shares.; and (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. (b) FOUR STAR HOLDINGS will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT CORPORATION TWELVE OAKS and the RIDGEFIELD DEVELOPMENT CORPORATION TWELVE OAKS 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 TWELVE OAKS 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 CORPORATIONTWELVE OAKS, as set forth in Section 4 hereof.

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 NEAH will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS GROWTH the following: (i) a certificate executed by an Officer/Director the President and Secretary of RIDGEFIELD DEVELOPMENT CORPORATION NEAH to the effect that all representations and warranties made by RIDGEFIELD DEVELOPMENT CORPORATION NEAH under this Agreement are true and correct as of the Closing, the same as though originally given to FOUR STAR HOLDINGS GROWTH on said Datedate; (ii) a certificate from the State of Alabama Dated Washington dated at or about the Closing to the effect that RIDGEFIELD DEVELOPMENT CORPORATION NEAH is validly existing under the laws of said State; (iii) Common stock Investment Letters or investment representations in the form executed by each NEAH Shareholder; (iv) Stock certificates representing the Common stock those shares of RIDGEFIELD DEVELOPMENT CORPORATION NEAH to be cancelled and exchanged for the Stock Exchange Merger Shares.. 28 (ivv) all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR HOLDINGSGROWTH, as set forth in Section 4. (b) FOUR STAR HOLDINGS GROWTH will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT CORPORATION NEAH and the RIDGEFIELD DEVELOPMENT CORPORATION NEAH Security Holders: (i) stock certificates representing all Merger Shares to be issued as a part of the Merger as described in Section I hereof; (ii) a certificate from FOUR STAR HOLDINGS GROWTH executed by the President or Secretary of FOUR STAR HOLDINGSGROWTH, to the effect that all representations and warranties of FOUR STAR HOLDINGS GROWTH made under this Agreement are true and correct as of the Closing, the same as though originally given to RIDGEFIELD DEVELOPMENT CORPORATION NEAH on said Datedate; (iiiii) certified copies of resolutions by FOUR STAR HOLDINGS GROWTH Board of Directors authorizing this transaction; and an opinion of GROWTH counsel as described in Section 4 above; (iiiiv) certificates from the Florida Nevada Secretary of State Dated dated at or about the Closing Date that FOUR STAR HOLDINGS are GROWTH is in good standing under the laws of said State; and; (ivv) all other items, the delivery of which is a condition precedent to the obligations of RIDGEFIELD DEVELOPMENT CORPORATIONNEAH, as set forth in Section 4 hereof.

Documents at Closing and the Closing. 7.1 8.1 Documents at Closing Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) RIDGEFIELD DEVELOPMENT CORPORATION 8.1.1 BOTI will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS BQST the following: (i) 8.1.1.1 a certificate executed by an Officer/Director the President and Secretary of RIDGEFIELD DEVELOPMENT CORPORATION BOTI to the effect that all representations and warranties made by RIDGEFIELD DEVELOPMENT CORPORATION BOTI under this Agreement are true and correct as of the Closing, the same as though originally given to FOUR STAR HOLDINGS BQST on said Datedate; (ii) 8.1.2 a certificate from the State of Alabama Dated Texas dated at or about the Closing to the effect that RIDGEFIELD DEVELOPMENT CORPORATION BOTI is validly existing in good standing under the laws of said State; (iii) Common stock 8.1.3 BOTI shall deliver an opinion of its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the application of Texas law, to BQST to the effect that: 8.1.3.1 BOTI is a corporation validly existing and in good standing under the laws of the State of Texas and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company. 8.1.3.2 BOTI has the corporate power to carry on its business as now being conducted; and 8.1.3.3 This Agreement has been duly authorized, executed and delivered by the BOTI Shareholders. 8.1.4 Certificates representing the Common stock those shares of RIDGEFIELD DEVELOPMENT CORPORATION BOTI to be exchanged for the Stock Exchange SharesBQST Shares will be delivered, along with duly executed powers transferring such certificates to BQST. (iv) 8.1.5 all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR HOLDINGSBQST, as set forth in Section 4. (b) FOUR STAR HOLDINGS 8.1.6 BQST will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT CORPORATION BOTI and the RIDGEFIELD DEVELOPMENT CORPORATION Security HoldersBOTI Shareholders: (i) 8.1.7 a certificate from FOUR STAR HOLDINGS BQST executed by the President or Secretary of FOUR STAR HOLDINGSBQST, to the effect that all representations and warranties of FOUR STAR HOLDINGS BQST made under this Agreement are true and correct as of the Closing, the same as though originally given to RIDGEFIELD DEVELOPMENT CORPORATION BOTI. on said Datedate; (ii) 8.1.8 certified copies of resolutions by FOUR STAR HOLDINGS BQST Board of Directors authorizing this transaction; and an opinion of BQST counsel as described in Section 4 above; (iii) 8.1.9 certificates from the Florida Nevada Secretary of State Dated dated at or about the Closing Date that FOUR STAR HOLDINGS are BQST is in good standing under the laws of said State; and; (iv) all other items8.1.10 an opinion of counsel, limited as to any portion of the delivery opinion that applies to an aspect governed by the application of which Nevada law, dated as of the Closing to the effect that: 8.1.10.1 BQST is a condition precedent to corporation validly existing and in good standing under the obligations laws of RIDGEFIELD DEVELOPMENT CORPORATION, as set forth the State of Nevada; 8.1.10.2 This Agreement has been duly authorized executed and delivered by BQST and is a valid and binding obligation of BQST enforceable in Section 4 hereof.accordance with its terms;