Fill and Sign the Form of Management Shareholders Agreement

SHAREHOLDERS AGREEMENT** THIS AGREEMENT IS ENTERED INTO THIS THE ____DAY OF AUGUST, 1990 by and between **, sometimes referred to herein as "Majority Shareholders", **, hereafter, "**" and ** , hereafter, "the corporation". FOR AND IN CONSIDERATION of ten dollars and other good and valuable considerations the undersigned to hereby covenant, agree and contract as follows, to-wit: 1. The Majority Shareholders and ** are the sole and only shareholders of the corporation. Each of the undersigned own an equal number of shares and agree that no other shares shall be issued which in any way results in each shareholder having less than 25% of the outstanding shares of the corporation. 2. The corporation shall lease certain equipment from ** as more particularly set forth on the attached lease marked Exhibit 1. 3. The corporation shall not be responsible to ** nor to the lenders whose debt is secured by the equipment described in the lease for any payments or indebtedness other than the payments due from and after July 1, 1990. The Majority Shareholders do hereby agree to indemnify, defend and hold harmless the corporation and ** from any and all claims by said lenders and other creditors of ** as well as any and all claims contingent or otherwise that may be made against the corporation or ** resulting from operations of **, including attorneys fees for defending or prosecuting the position of the corporation in relation to the approval of the lease in Bankruptcy Court.4. ** does hereby agree to manage the timber harvesting operations of the corporation using his best efforts to keep the equipment in a good state of repair. The corporation agrees to pay all necessary maintenance expenses so as to maintain the equipment operational and suitable for the purpose for which it is intended. 5. The parties recognize that the enforceability of the lease may be dependent upon approval of the United States Bankruptcy Court and/or creditors of **. In the event that said lease or a similar lease or lease-purchase is not approved, the Majority Shareholders agree to use their best efforts to provide to ** the option of purchasing said equipment or a 1/4 interest therein on substantially the same terms as contemplated by this agreement through such other means as will be approved by the Court/creditors. 6. The corporation and Majority Shareholders agree to pay unto ** at least as often as monthly 1/4 of the net profits of the timber harvesting operations of the corporation. For the purpose of this agreement net profit shall be determined by subtracting from gross receipts for timber harvesting and transporting, all cash expenses (not depreciation) associated with the harvesting and transportation of timber, including wages, employment taxes, insurance, repairs, current month lease payments, fuel and accounting fees. Payment of said 1/4 of the net profits for each month shall be due by the 10th of the following month. At the end of each calendar year adjustments shall be made as to any cash losses from timber harvesting operations that may have occurred during the preceding year. In the event payments to ** have exceeded 1/4th of the annual net profits as defined herein, ** agrees to refund to the corporation said overpayment. 7. The parties agree that the corporation shall maintain a reserve account into which there shall be deposited each month an amount equal to twenty-five percent (25%) of the net profit as defined in paragraph "6" above. Notwithstanding the foregoing provision of paragraph "6", the distribution to ** provided for in said paragraph shall be 1/4 of net after funding of said reserve account. 8. The reserve account shall be used to pay operating expenses when revenues are insufficient to meet said operation expenses. 9. This contract contains the entire agreement between the parties and there are no other agreements or understandings not expressly contained herein. This contract may not be amended or modified except in writing duly executed by the parties hereto.10. This contract is being executed in multiple originals either of which shall be deemed an original of the agreement between the parties. 11. In the event of default by any party in the terms, covenants or conditions hereof, the defaulting party agrees to pay reasonable attorneys fees incurred by the other parties in enforcing the terms hereof. 12. This contract may be assigned by ** to a corporation in which he is the sole shareholder and said assignee shall have all the rights and responsibilities of ** as set forth herein. WITNESS THE SIGNATURES OF THE PARTIES HERETO EFFECTIVE ON THE DATE FIRST WRITTEN ABOVE. ** BY:_______________________ __________________________** __________________________ __________________________ __________________________ STATE OF MISSISSIPPI COUNTY OF ** PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named ___________________________, who acknowledged to me that he is ____________________________ of ** , and who acknowledged that he signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do. GIVEN under my hand and official seal, this the _____ day of ____________________, 1990. __________________________ NOTARY PUBLIC My Commission Expires: ______________________ STATE OF MISSISSIPPI COUNTY OF ** PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named ** in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _____ day of __________________, 1990. __________________________ NOTARY PUBLIC My Commission Expires: ______________________ STATE OF MISSISSIPPI COUNTY OF ** PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named ** in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _____ day of __________________, 1990. __________________________ NOTARY PUBLIC My Commission Expires: ______________________ STATE OF ___________________ COUNTY OF __________________PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named ** in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _____ day of __________________, 1990. __________________________ NOTARY PUBLIC My Commission Expires: ______________________ STATE OF MISSISSIPPI COUNTY OF ** PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named ** in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. GIVEN under my hand and official seal of office on this the _____ day of __________________, 1990. __________________________NOTARY PUBLIC My Commission Expires: ______________________