SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (the "Agreement") is made and
entered into this ____ day of December, 1995 (the "Effective
Date") by and between SAMUEL KING ("King") and RIDGEWOOD
PROPERTIES, INC., a Delaware corporation (the "Corporation").
W I T N E S S E T H:
WHEREAS, as of the date hereof, King owns twenty five
thousand (25,000) shares of $0.01 per share par value common
stock in the Corporation (the "Subject Stock"); and
WHEREAS, as of the date hereof, King has agreed to be
employed by the Corporation; and
WHEREAS, the parties wish to provide for the mandatory
purchase of the Subject Stock by the Corporation in the event of
King's election to require the same upon the terms and
conditions hereinafter specified.
NOW, THEREFORE, in consideration of King's agreement to
become employed by the Corporation, the mutual promises of the
parties hereto and of the mutual benefits to be gained by the
performance thereof, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties and intending to be legally bound
hereby the parties agree as follows:
1. Termination of Prior Agreements: The above recitations
are true and correct, and the parties hereby cancel and revoke
all prior written and oral agreements among them touching upon
these presents.
2. Put/Call: If at any time on or after the date which is
the two (2) year anniversary of the Effective Date (the "Second
Anniversary Date") but on or before the date which is ninety
(90) days after the Second Anniversary Date (the "Expiration
Date"), King desires to sell and require the Corporation
purchase all or any part of the Subject Stock, then King shall
deliver written notice (the "Put Notice") of such intention to
the Corporation on or before the Expiration Date which Put
Notice shall designate both (i) the number of shares of Subject
Stock which King desires to sell to the Corporation and (ii) a
closing date (the "Closing Date") which is not earlier than five
(5) days after the date of the Put Notice nor later than sixty
(60) days after the Put Notice. Upon the Corporation's receipt
of the Put Notice, the Corporation shall be obligated to
purchase that number of shares of the Subject Stock so
designated in the Put Notice for a purchase price of Four and
50/100s Dollars ($4.50) per share (i.e. the total purchase price
shall equal the product of $4.50 multiplied by the number of
shares of the Subject Stock designated in the Put Notice) as of
the Closing Date. From and after King's delivery of the Put
Notice to the Corporation, King may by written notice terminate
both King's and the Corporation's respective obligations under
this Agreement whereupon this Agreement shall be of no further
force or effect and neither party shall have any continuing
rights or obligations arising hereunder or by reason hereof or
the existence or delivery of the Put Notice. At 10:00 a.m.
Atlanta, Georgia time on the Closing Date, King and the duly
authorized representatives of the Corporation shall meet at the
principal offices of the Corporation (the "Closing"). At the
Closing, the Corporation shall pay to King the purchase price
for that number of shares of the Subject Stock designated in the
Put Notice in cash. Upon King's receipt of the aforesaid
purchase price, King shall execute and deliver to the
Corporation such stock certificates, endorsements, affidavits or
stock powers as are reasonably necessary and required to
transfer that number of shares of the Subject Stock designated
in the Put Notice to the Corporation free and clear of all liens
and encumbrances other than those restrictions placed thereon as
of the date of King's receipt of the same without further
representation or warranty.
3. Amendment or Revocation By Mutual Agreement: Except as
otherwise provided herein, this Agreement may be amended in
whole or in part only by a writing signed by both King (or his
legal representative) and the Corporation.
4. Binding Effect: This Agreement shall be binding not
only upon the parties hereto, but also upon their heirs,
executors, administrators, legal representatives, successors and
assigns; and the parties hereby agree for themselves and their
heirs, executors, administrators, legal representatives,
successors and assigns to execute any instruments and to perform
any acts which may be necessary or proper to carry out the
purposes of this Agreement.
5. Georgia Law and Invalid Provisions: This Agreement
shall be governed by the laws of the State of Georgia and if any
term or part of this Agreement shall be determined to be
invalid, illegal or unenforceable in whole or in part, the
validity of the remaining part of such term or the validity of
any other term of this Agreement shall not in any way be
affected.
6. Counterparts: This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original and all of which together shall comprise but a single
instrument.
7. Notices: All notices, communications and deliveries
under this Agreement shall be made in writing signed by the
party making the same and shall be deemed given on the date
delivered if delivered in person, one (1) business day after
being deposited with a nationally recognized next day delivery
service or on the third (3rd) business day after being deposited
with the United States Postal Service, registered mail, return
receipt requested (with postage prepaid) as follows:
To the Corporation: Ridgewood Properties, Inc.
2859 Paces Ferry Road
Suite 700
Atlanta, Georgia 30339
To King: Samuel King
120 Colonade Drive
Peachtree City, Georgia 30269
Any party may change any address at which it or he is to receive
notice hereunder by written notice to all other parties
delivered in accordance with this Item.
8. Representation of the Corporation. The Corporation and
those officers executing this Agreement on behalf of the
Corporation hereby represent and warrant to King that said
officers are duly authorized to execute this Agreement for and
on behalf of the Corporation whereupon this Agreement shall
serve as a legally binding and enforceable obligation of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
RIDGEWOOD PROPERTIES, INC.
By: _______________________
Its: President
Attest: __________________
Its: Secretary
(CORPORATE SEAL)
_____________________(SEAL)
SAMUEL KING