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FOUR OAKS FINCORP INC FILES (8-K) Disclosing Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

August 19, 2014

Item 3.03 Material Modification to Rights of Security Holders.

On August 18, 2014, the Board of Directors of Four Oaks Fincorp, Inc. (the "Company"), entered into a Tax Asset Protection Plan (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Rights Agreement. In connection with the Rights Agreement, the Board of Directors declared a dividend of one right (a "Right") for each outstanding share of common stock, $1.00 par value per share ("Common Stock") held of record at the close of business on August 19, 2014 (the "Record Time"), or issued thereafter and prior to the Separation Time (as hereinafter defined) and pursuant to options and convertible securities outstanding at the Separation Time. Each Right entitles its registered holder to purchase from the Company, after the Separation Time, one one-thousandth of a share of Series A Preferred Stock ("Preferred Stock"), for $10.00 (the "Exercise Price"), subject to adjustment.

The Board of Directors adopted the Rights Agreement because (i) the Company and certain of its subsidiaries have net operating losses and certain other tax attributes (collectively, "NOLs"), which are valuable for United States federal income tax purposes, (ii) the Company desires to avoid an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and (iii) the Board of Directors expects the Rights Agreement will enable the Company to better preserve its ability to utilize such NOLs. The Company's independent directors will evaluate the Rights Agreement annually to determine whether it continues to be in the best interests of the Company's shareholders.

Initially, the Rights will be evidenced by the Common Stock certificates. The Rights will separate from the Common Stock at the "Separation Time," which generally will occur upon the earlier of (i) the tenth business day (or such later date as the Board of Directors may determine) after the date on which any person or group commences a tender or exchange offer which, if consummated, would result in such person or group becoming an "Acquiring Person" (as defined below) and (ii) the time of the first event causing a "Flip-in Date." A Flip-in Date will occur on the first date on which the Company publicly announces that a person or group has become an "Acquiring Person" or such later date and time as the Board of Directors of the Company may from time to time fix by resolution.

Pursuant to the Rights Agreement, a person shall be deemed to "Beneficially Own" any securities (i) which such person directly owns, (ii) which such person would be deemed to indirectly or constructively own for purposes of Section 382 of the Code and the Treasury Regulations promulgated thereunder or (iii) which any other person Beneficially Owns but the persons together are treated as one "entity" as defined under Treasury Regulation 1.382-3(a) (1). A person shall not be deemed to "Beneficially Own" any security (A) if such beneficial ownership arises solely as a result of such person's status as a "clearing agency," (B) solely because such security has been tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered security is accepted for payment or exchange, or (C) solely because such person or any of such person's affiliates or associates has or shares the power to vote or direct the voting of such security pursuant to a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to the Securities Exchange Act of 1934, as amended, unless such power is reportable under Schedule 13D.

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"Acquiring Person" shall mean any Person who is or becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock at any time after the first public announcement of the Rights Agreement; provided, however, that the term "Acquiring Person" shall not include (i) any Grandfathered Person, (ii) any Person who becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock after the time of the first public announcement of the Rights Agreement solely as a result of (A) an acquisition by the Company of shares of Common Stock or (B) an acquisition directly from the Company in a transaction that duly authorized officers of the Company have determined shall not result in the creation of an Acquiring Person under the Agreement, until, in each case, such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or reclassification) of additional shares of Common Stock while such Person is or as a result of which such Person becomes the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock, (iii) any Person who the Board of Directors determines, in its sole discretion, has inadvertently become the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock (or has inadvertently failed to continue to qualify as a Grandfathered Person), if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors' sole discretion, to divest, and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 4.9% or more of the outstanding shares of Common Stock (or, in the case of any Person who inadvertently failed to continue to qualify as a Grandfathered Person, the Common Stock that caused such Person to so fail to qualify as a Grandfathered Person) or (iv) any Person determined by the Board of Directors to be an "Exempt Person" in accordance with Section 5.3 of the Rights Agreement for so long as such Person complies with any limitations or conditions required by the Board of Directors in making such determination. In addition, the Company, any Subsidiary of the Company and any employee stock ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. For all purposes of the Rights Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code and the Treasury Regulations promulgated thereunder.

Any person who desires to effect any acquisition of Common Stock that might, if consummated, result in such person beneficially owning 4.9% or more of the then-outstanding Common Stock (or, in the case of a Grandfathered Person, additional shares of Common Stock) (a "Requesting Person") may request that the Board of Directors grant an exemption with respect to such acquisition under the Rights Agreement so that such person would be deemed to be an "Exempt Person" under the definition of Acquiring Person (an "Exemption Request"). An Exemption Request must set forth the information specified in the Rights Agreement. The Board of Directors will endeavor to respond to an Exemption Request within twenty (20) business days after receipt of such Exemption Request; provided that the failure of the Board of Directors to make a determination within such period will be deemed to constitute the denial by the Board of Directors of the Exemption Request. The Requesting Person must respond promptly to reasonable and appropriate requests for additional information. The Board of Directors will only grant an exemption in response to an Exemption Request if it receives a report from the Company's advisors to the effect that the acquisition of Beneficial Ownership of Common Stock by the Requesting Person does not create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its sole discretion that the exemption is in the best interests of the Company. Any exemption granted may be granted in whole or in part, and may be subject to limitations or conditions the Board of Directors determines are necessary or desirable to provide for the protection of the Company's NOLs. The Exemption Request will be considered and evaluated by the Independent Directors and the action of a majority of such Independent Directors shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request. Furthermore, the Board of Directors will approve within ten (10) Business Days of receiving an Exemption Request as provided in the Rights Agreement of any proposed acquisition that, together with other transactions contemplated by the Board of Directors, does not cause any aggregate increase in the Beneficial Ownership of Persons with Beneficial Ownership of 4.9% or more of (i) the Common Stock then outstanding or (ii) any class of stock (as defined for purposes of Section 382 of the Code, or "Stock") (other than Common Stock) then outstanding (a "Five Percent . . .

Item 8.01 Other Events.



On August 15, 2014, the Company completed its previously announced rights offering and concurrent standby offering to Kenneth R. Lehman for aggregate gross proceeds of $24.0 million. The Company issued a press release announcing the closing of the rights offering and standby offering on August 18, 2014. The press release is filed as Exhibit 99.1 to this report and incorporated by reference herein.

On August 19, 2014, the Company issued a press release announcing the adoption of the Rights Agreement. The press release is filed as Exhibit 99.2 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 4.1 Tax Asset Protection Plan, dated as of August 18, 2014, between Four Oaks Fincorp, Inc. and Registrar and Transfer Company, as Rights Agent, including the form of Rights Certificate, Summary of Rights and Articles of Amendment to Articles of Incorporation as Exhibits A, B and C, respectively 99.1 Press Release issued on August 18, 2014 99.2 Press Release issued on August 19, 2014



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