Shareholder Agreement - Massachusetts

SHAREHOLDER AGREEMENT — [CORPORATION NAME], a Massachusetts corporation

TABLE OF CONTENTS

1. Definitions
2. Purpose & Statutory Authorization
3. Transfer Restrictions
4. Buy-Sell (Triggering Events; Mandatory and Optional Purchase)
5. Valuation & Payment Terms
6. Voting Agreement; Board; Officers
7. Drag-Along & Tag-Along Rights
8. Preemptive Rights
9. Protective Provisions / Supermajority
10. Information Rights
11. Restrictive Covenants
12. Deadlock Resolution
13. Certificate Legend
14. Term & Termination
15. Dispute Resolution & Governing Law
16. General Provisions
17. Signatures
18. Sources & References

RECITALS AND PARTIES

THIS SHAREHOLDER AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date") by and among [CORPORATION NAME], a Massachusetts corporation (the "Corporation"), and the persons listed on the Share Schedule below, each of whom is a shareholder of the Corporation and executes this Agreement (each, a "Shareholder" and, collectively, the "Shareholders").

RECITALS

A. The Corporation is a corporation organized and existing under the Massachusetts Business Corporation Act, M.G.L. c. 156D (the "Act"), having its principal office in [COUNTY] County, Massachusetts.

B. As of the Effective Date, the authorized capital of the Corporation consists of [____] shares of [CLASS/SERIES] stock, [par value [$____] per share / without par value], of which [____] shares are issued and outstanding and held of record by the Shareholders as set forth in the Share Schedule.

C. The Corporation is a closely-held corporation whose shares are not publicly traded. The Shareholders desire to provide for the management, ownership, governance, and continuity of the Corporation; to restrict the transfer of its shares; to provide an orderly mechanism for the purchase and sale of shares upon certain events; to coordinate the voting of their shares and the composition of the Board; and to otherwise set forth their respective rights and obligations.

D. The persons executing this Agreement constitute ALL persons who are shareholders of the Corporation as of the Effective Date, and they intend that this Agreement qualify as, and be enforceable as, a shareholder agreement under M.G.L. c. 156D, § 7.32, a voting agreement under § 7.31, and a transfer restriction authorized by § 6.27.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Share Schedule (Ownership as of the Effective Date)

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Other terms are defined where they first appear.

"Act" means the Massachusetts Business Corporation Act, M.G.L. c. 156D, as amended.

"Affiliate" means, as to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Agreed Value" has the meaning set forth in Section 5.1.

"Articles of Organization" means the Corporation's articles of organization as filed with the Massachusetts Secretary of the Commonwealth, as amended.

"Board" means the board of directors of the Corporation.

"Business Day" means any day other than a Saturday, Sunday, or legal holiday in the Commonwealth of Massachusetts.

"Confidential Information" means all non-public information concerning the Corporation, its business, finances, customers, suppliers, trade secrets, and affairs, in any form.

"Disability" means a Shareholder's inability, by reason of physical or mental illness or injury, to perform substantially all of the duties such Shareholder customarily performs for the Corporation for a continuous period of [____] days or for [____] days in any [twelve (12)]-month period, as determined under Section 4.2(b).

"Fair Market Value" has the meaning set forth in Section 5.2.

"Immediate Family" means a Shareholder's spouse, children (natural or adopted), grandchildren, parents, and siblings, and a trust established solely for the benefit of any of them or the Shareholder.

"Permitted Transferee" has the meaning set forth in Section 3.3.

"Person" means an individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

"Purchase Price" means the price determined under Section 5 for shares purchased under this Agreement.

"Shares" means all shares of capital stock of the Corporation now owned or hereafter acquired by a Shareholder, and any securities convertible into or exercisable for such shares, as contemplated by M.G.L. c. 156D, § 6.27(e).

"Transfer" means any sale, assignment, gift, pledge, hypothecation, encumbrance, or other disposition of Shares or any interest therein, whether voluntary or involuntary, by operation of law or otherwise.

"Triggering Event" has the meaning set forth in Section 4.1.

2. PURPOSE & STATUTORY AUTHORIZATION

2.1 Purpose

The purpose of this Agreement is to promote the Shareholders' mutual interests and the interests of the Corporation by imposing certain restrictions and obligations on the Shareholders and the Shares, and by providing for the continuity, governance, and orderly transfer of ownership of a closely-held Massachusetts corporation.

2.2 Statutory Basis — M.G.L. c. 156D, § 7.32

This Agreement is entered into under, and is intended to be effective and enforceable pursuant to, M.G.L. c. 156D, § 7.32. Under § 7.32(a), an agreement among the shareholders that complies with the section is effective among the shareholders and the corporation even though it is inconsistent with one or more other sections of the Act, including in that it:

(a) eliminates the board of directors or restricts the discretion or powers of the board of directors;

(b) governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in M.G.L. c. 156D, § 6.40;

(c) establishes who shall be directors or officers of the Corporation, or their terms of office or manner of selection or removal;

(d) governs the exercise or division of voting power by or between the shareholders and directors, including weighted voting rights or director proxies;

(e) establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the Corporation and any shareholder, director, officer, or employee;

(f) transfers to one or more shareholders or other persons all or part of the authority to manage the business and affairs of the Corporation, including the resolution of any deadlock;

(g) requires dissolution of the Corporation at the request of one or more shareholders or upon a specified event or contingency; or

(h) otherwise governs the exercise of the corporate powers or the management of the business and affairs of the Corporation or the relationship among the shareholders, the directors, and the Corporation, and is not contrary to public policy.

2.3 Compliance with § 7.32 Requirements

The parties intend to satisfy each requirement of M.G.L. c. 156D, § 7.32(b):

(a) Unanimity. This Agreement is a written agreement signed by ALL persons who are shareholders of the Corporation at the time of the Agreement, and is made known to the Corporation. The Shareholders shall not issue Shares to, or permit any Transfer to, any Person who has not first executed a joinder to this Agreement.

(b) Amendment. This Agreement is subject to amendment only by all persons who are shareholders at the time of the amendment, except as expressly provided in Section 14.4.

(c) Term. Pursuant to § 7.32(b)(3), an agreement is valid for 10 years unless it provides otherwise. The parties expressly provide for the term set forth in Section 14.1, which overrides the 10-year default.

(d) Notation. The existence of this Agreement shall be noted conspicuously on each certificate (or on the information statement under § 6.26) in accordance with Section 13 and § 7.32(c).

2.4 Automatic Termination on Public Trading; Liability Shift

(a) Consistent with § 7.32(d), this Agreement automatically terminates when the Corporation's shares are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.

(b) To the extent this Agreement limits the discretion or powers of the Board, liability for acts or omissions otherwise imposed by law on directors is imposed instead upon the Person or Persons in whom such discretion or powers are vested, consistent with § 7.32(e).

3. TRANSFER RESTRICTIONS

3.1 General Prohibition

No Shareholder shall Transfer all or any portion of such Shareholder's Shares except in strict compliance with this Agreement and applicable law. Any purported Transfer in violation of this Agreement is void ab initio, shall not be recognized on the books of the Corporation, and confers no rights upon the purported transferee. These restrictions are imposed under M.G.L. c. 156D, § 6.27 to maintain the Corporation's status, to preserve exemptions under applicable securities laws, and for other reasonable purposes within the meaning of § 6.27(c).

3.2 Right of First Refusal

(a) Offer Notice. A Shareholder who receives a bona fide written offer from a third party to purchase any Shares and who desires to accept it (the "Selling Shareholder") shall first deliver written notice (the "Offer Notice") to the Corporation and the other Shareholders. The Offer Notice shall identify the prospective transferee, the number of Shares offered (the "Offered Shares"), the price, and all material terms. This obligation to offer the Corporation and the other Shareholders an opportunity to acquire the Offered Shares is authorized by § 6.27(d)(1).

(b) Corporation's Option. The Corporation shall have [thirty (30)] days after receipt of the Offer Notice to elect, by written notice, to purchase all or any portion of the Offered Shares on the same terms set forth in the Offer Notice.

(c) Shareholders' Option. To the extent the Corporation does not elect to purchase all of the Offered Shares, the other Shareholders shall have an additional [thirty (30)] days to elect to purchase the remaining Offered Shares, pro rata in proportion to their respective holdings (with over-allotment rights among electing Shareholders).

(d) Sale to Third Party. If the Corporation and the Shareholders do not collectively elect to purchase all of the Offered Shares within the option periods, the Selling Shareholder may, within [sixty (60)] days thereafter, Transfer the Offered Shares to the identified third party at a price not less than, and on terms no more favorable to the transferee than, those in the Offer Notice, provided the transferee first executes a joinder agreeing to be bound by this Agreement. Any Shares not so transferred again become subject to this Agreement.

3.3 Permitted Transfers

The right of first refusal in Section 3.2 shall not apply to the following Transfers (each, a "Permitted Transfer"; each transferee, a "Permitted Transferee"), provided the transferee executes a joinder agreeing to be bound by this Agreement and the Shares remain subject hereto:

(a) a Transfer to the Corporation or to another Shareholder;

(b) a Transfer to a member of the Shareholder's Immediate Family or to a trust or entity wholly owned for estate-planning purposes, provided the transferring Shareholder retains voting control of the Shares during such Shareholder's lifetime;

(c) a Transfer upon death by will or intestacy, subject to Section 4; and

(d) any Transfer approved in writing by Shareholders holding at least [____]% of the outstanding Shares.

3.4 Prohibited Transfers

No Shareholder shall pledge, hypothecate, or grant a security interest in any Shares, or Transfer any Shares to a competitor of the Corporation, without the prior written consent of Shareholders holding at least [____]% of the outstanding Shares. Any requirement of approval or prohibition of Transfer to designated persons under this Agreement is intended to be enforceable under § 6.27(d)(3)–(4), provided it is not manifestly unreasonable.

4. BUY-SELL: TRIGGERING EVENTS

4.1 Triggering Events

The occurrence of any of the following with respect to a Shareholder (a "Triggering Event"; such Shareholder, the "Affected Shareholder," or such Shareholder's estate or representative) gives rise to the purchase rights and obligations in this Section 4:

(a) Death of a Shareholder who is an individual;

(b) Disability of a Shareholder who is an individual;

(c) Termination of Employment of a Shareholder who is employed by the Corporation, whether voluntary or involuntary, with or without cause;

(d) Bankruptcy or Insolvency of a Shareholder, including the filing of a voluntary or involuntary petition, an assignment for the benefit of creditors, or the appointment of a receiver;

(e) Divorce of a Shareholder, to the extent any Shares (or marital interest therein) would be awarded to a non-Shareholder spouse;

(f) Involuntary Transfer by operation of law, levy, or attachment; and

(g) Voluntary Withdrawal by a Shareholder who delivers a written notice of intent to withdraw and sell.

4.2 Mandatory and Optional Purchase

(a) Death. Upon the death of a Shareholder, the Corporation [shall (mandatory) / may (optional)] purchase, and the deceased Shareholder's estate shall sell, all of the deceased Shareholder's Shares at the Purchase Price determined under Section 5. To the extent the Corporation does not purchase all such Shares, the surviving Shareholders [shall / may] purchase the balance pro rata. The obligation to acquire the restricted Shares is authorized by § 6.27(d)(2).

(b) Disability. Disability shall be determined by a licensed physician selected by the Corporation (or, if the Affected Shareholder disputes the determination, by a third physician jointly selected by the Corporation's and the Shareholder's physicians). Upon a determination of Disability, the purchase mechanics in Section 4.2(a) apply.

(c) Termination of Employment. Upon Termination of Employment of a Shareholder, the Corporation and the other Shareholders shall have the option (and, if the parties so elect by completing the bracketed term, the obligation) to purchase the terminated Shareholder's Shares. The parties shall complete: purchase is [mandatory / optional]; in the case of termination [for cause], the Purchase Price shall be [Fair Market Value / __% of Fair Market Value / Agreed Value].

(d) Bankruptcy, Divorce, Involuntary Transfer, Voluntary Withdrawal. Upon any such Triggering Event, the Corporation (first) and the other Shareholders (second) shall have the option to purchase all of the Affected Shareholder's Shares (or the Shares subject to the involuntary transfer or divorce award) at the Purchase Price determined under Section 5. A non-Shareholder spouse or transferee is bound only to the extent applicable law and an enforceable joinder or restriction so provide. Under 11 U.S.C. § 541(c)(1), nothing in this Agreement excludes the ownership interest from a bankruptcy estate, binds a bankruptcy trustee beyond applicable law, or limits a trustee's statutory powers.

4.3 Closing

The closing of any purchase under this Section shall occur within [sixty (60)] days after the later of the Triggering Event or the final determination of the Purchase Price, at the Corporation's principal office. At closing, the seller shall deliver the certificates (or transfer instructions for uncertificated shares) duly endorsed, free of liens, and the buyer shall deliver the consideration in accordance with Section 5.3.

5. VALUATION & PAYMENT TERMS

5.1 Agreed Value

The Shareholders [may] establish an agreed value per Share (the "Agreed Value") by executing a Certificate of Agreed Value attached as Exhibit A, to be reviewed and updated at least annually. If a Certificate of Agreed Value has been executed within [twenty-four (24)] months before a Triggering Event, the Agreed Value shall be the Purchase Price.

5.2 Formula / Appraisal (Fair Market Value)

If no current Agreed Value exists, the Purchase Price shall be the "Fair Market Value" of the Shares, determined as follows (the parties shall select one method):

(a) Formula. [Describe formula — e.g., [____] times trailing twelve-month EBITDA, less indebtedness, multiplied by the selling percentage]; or

(b) Appraisal. Fair Market Value shall be determined by an independent appraiser. The Corporation and the seller shall each select one qualified appraiser within [fifteen (15)] days; if the two appraisals are within [ten percent (10%)] of each other, the Fair Market Value is their average; otherwise, the two appraisers shall select a third, whose determination (within the range of the first two) is binding. The appraisal shall [apply / not apply] minority and marketability discounts.

5.3 Payment Terms

(a) Cash / Insurance Proceeds. At closing, the buyer shall pay [____]% of the Purchase Price in cash, including any life-insurance proceeds applied under Section 5.4.

(b) Promissory Note. The balance shall be evidenced by a promissory note payable in [____] equal [monthly / quarterly / annual] installments over [____] years, bearing interest at [the applicable federal rate / ____% per annum], secured by a pledge of the purchased Shares, with the right to prepay without penalty.

5.4 Life-Insurance Funding

(a) The Corporation [and/or the Shareholders] may purchase and maintain life-insurance policies on the lives of the Shareholders to fund the purchase obligations on death. The Corporation shall be the [owner and beneficiary] of such policies.

(b) The policies and beneficiaries are listed on Exhibit B. Upon a Shareholder's death, the proceeds shall be applied first to the Purchase Price for that Shareholder's Shares. Proceeds exceeding the Purchase Price belong to the Corporation.

(c) A Shareholder whose Shares are purchased (or such Shareholder's estate) shall have the option to purchase any policy on such Shareholder's life for its interpolated terminal reserve (cash surrender) value.

6. VOTING AGREEMENT; BOARD; OFFICERS

6.1 Voting Agreement

Each Shareholder agrees to vote all Shares now or hereafter owned by such Shareholder, and to take all other action within such Shareholder's control (including executing written consents under § 7.04 of the Act), so as to give effect to the provisions of this Section 6. This Section is a voting agreement under M.G.L. c. 156D, § 7.31 and is specifically enforceable.

6.2 Board Composition

(a) The Board shall consist of [____] directors.

(b) Each Shareholder (or group of Shareholders) holding at least [____]% of the outstanding Shares shall be entitled to designate [one (1)] director, and the Shareholders shall vote their Shares to elect each such designee. A designating Shareholder may remove and replace its designee at any time, and the Shareholders shall vote accordingly.

(c) A vacancy created by a designated director shall be filled only by the Shareholder entitled to designate that director.

6.3 Officers

The Shareholders shall cause the Board to elect the following officers, who shall serve until removed in accordance with the Bylaws: [President / CEO: ____; Secretary: ____; Treasurer/CFO: ____].

6.4 Cumulative Voting

The parties acknowledge the default rules of the Act regarding voting for directors. To the extent cumulative voting would otherwise apply, the Shareholders agree to vote so as to implement the designation rights in Section 6.2, and the Articles of Organization [shall / shall not] authorize cumulative voting.

7. DRAG-ALONG & TAG-ALONG RIGHTS

7.1 Drag-Along

If Shareholders holding at least [____]% of the outstanding Shares (the "Dragging Shareholders") approve a bona fide arm's-length sale of the Corporation (whether by sale of shares, merger, or sale of substantially all assets) to an unaffiliated third party, the Dragging Shareholders may require each other Shareholder to (a) vote all Shares in favor of the transaction, (b) sell the same proportion of Shares on the same per-share terms, and (c) execute reasonable transaction documents, provided that no Shareholder shall be required to give representations other than as to title, authority, and ownership, and that liability shall be several (not joint) and capped at the proceeds received.

7.2 Tag-Along

If one or more Shareholders (the "Transferring Shareholders") propose to Transfer, in one transaction or a series, Shares representing more than [____]% of the outstanding Shares to a third party (other than a Permitted Transfer), each other Shareholder may elect to participate in the sale on the same terms, selling a pro rata portion of its Shares. The Transferring Shareholders shall give at least [twenty (20)] days' written notice of the proposed sale, and each electing Shareholder shall respond within [ten (10)] days.

8. PREEMPTIVE RIGHTS

8.1 Grant

Except for Exempt Issuances, before the Corporation issues any new Shares or securities convertible into Shares, it shall offer each Shareholder the right to purchase such Shareholder's pro rata portion (based on then-current ownership) on the same price and terms, so as to maintain such Shareholder's percentage ownership.

8.2 Procedure

The Corporation shall deliver written notice of the proposed issuance describing the securities, price, and terms. Each Shareholder shall have [twenty (20)] days to elect to exercise its preemptive right. Shares not subscribed for may be issued to the proposed purchaser within [ninety (90)] days on terms no more favorable than those offered to the Shareholders.

8.3 Exempt Issuances

"Exempt Issuances" means issuances (a) under a board-approved equity-incentive plan, (b) upon conversion or exercise of outstanding securities, (c) in connection with a bona fide acquisition or strategic transaction approved under Section 9, or (d) approved by Shareholders holding at least [____]% of the outstanding Shares.

9. PROTECTIVE PROVISIONS / SUPERMAJORITY

Notwithstanding any contrary provision of the Bylaws, the Corporation shall not take any of the following actions without the approval of Shareholders holding at least [____]% of the outstanding Shares (or the unanimous consent where indicated):

(a) amending the Articles of Organization or Bylaws;

(b) issuing additional Shares or securities (other than Exempt Issuances) or creating a new class or series;

(c) declaring or paying any dividend or distribution other than pro rata;

(d) merging, consolidating, converting, or selling all or substantially all assets;

(e) dissolving, liquidating, or filing for bankruptcy;

(f) incurring indebtedness in excess of [$____] or granting liens on material assets;

(g) entering into any transaction with a Shareholder, director, officer, or Affiliate other than on arm's-length terms;

(h) materially changing the nature of the Corporation's business; and

(i) approving annual compensation of any officer in excess of [$____].

The parties may also establish greater quorum or voting requirements for shareholder action in the Articles of Organization or Bylaws consistent with M.G.L. c. 156D, § 7.27.

10. INFORMATION RIGHTS

The Corporation shall deliver to each Shareholder: (a) annual financial statements within [one hundred twenty (120)] days after fiscal year-end; (b) quarterly unaudited statements within [forty-five (45)] days after each fiscal quarter; and (c) upon [five (5)] Business Days' notice, reasonable access during normal business hours to the books and records the Corporation is required to maintain under M.G.L. c. 156D, § 16.01, subject to a confidentiality undertaking and the proper-purpose limitations of M.G.L. c. 156D, § 16.02.

11. RESTRICTIVE COVENANTS

11.1 Non-Competition

During the period each Shareholder owns Shares and for [the period the parties select] thereafter, no Shareholder who is also an employee, officer, or director shall, within [geographic area], directly or indirectly engage in or own an interest in any business that competes with the Corporation, except for passive ownership of less than [two percent (2%)] of a publicly traded company. The parties intend that any covenant subject to the Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L) comply with that statute, and that covenants made in connection with the sale of, or an ownership interest in, the Corporation be enforced under the applicable sale-of-business or common-law standard.

11.2 Non-Solicitation

During the same period, no such Shareholder shall solicit (a) any employee or contractor of the Corporation to terminate their relationship, or (b) any customer or supplier to cease or reduce business with the Corporation.

11.3 Confidentiality

Each Shareholder shall hold in confidence all Confidential Information of the Corporation and shall not use or disclose it except for the benefit of the Corporation, both during and after the period of share ownership.

11.4 Remedies; Reformation

The Shareholders acknowledge that breach of this Section would cause irreparable harm and agree that the Corporation is entitled to injunctive relief in addition to other remedies. If any covenant is held overbroad, a court may reform it to the maximum enforceable scope under Massachusetts law.

12. DEADLOCK RESOLUTION

12.1 Deadlock Defined

A "Deadlock" exists if the Board or the Shareholders are unable, after [two (2)] properly noticed meetings held at least [fifteen (15)] days apart, to reach the vote required to act on a material matter, and the inability materially impairs the Corporation's business.

12.2 Escalation; Mediation

Upon a Deadlock, the matter shall first be referred to the senior representatives of the disputing Shareholders for good-faith negotiation for [thirty (30)] days, and then, if unresolved, to non-binding mediation under Section 15.

12.3 Buy-Sell Shotgun

If a Deadlock remains unresolved [sixty (60)] days after mediation begins, any Shareholder (or 50% group) (the "Offeror") may deliver a written notice to the other (the "Offeree") stating a price per Share. The Offeree shall, within [thirty (30)] days, elect either (a) to sell all of its Shares to the Offeror at that price, or (b) to buy all of the Offeror's Shares at that same price. Failure to elect within the period shall be deemed an election to sell. The resulting purchase shall close under Section 4.3 and be paid under Section 5.3.

12.4 Other Remedies

The buy-sell procedure is in addition to, and not in lieu of, the parties' statutory rights, including judicial dissolution under M.G.L. c. 156D, § 14.30. The parties may also, consistent with § 7.32(a)(6)–(7), authorize a designated Person to resolve a deadlock or require dissolution upon a specified contingency.

13. CERTIFICATE LEGEND

Each certificate representing Shares (and any information statement for uncertificated Shares under M.G.L. c. 156D, § 6.26) shall bear the following conspicuous legend, as required by M.G.L. c. 156D, §§ 6.27 and 7.32(c):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS, VOTING AGREEMENT, AND OTHER TERMS OF A SHAREHOLDER AGREEMENT DATED [__/__/____] ENTERED INTO UNDER M.G.L. c. 156D, § 7.32, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. SUCH SHARES MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THAT AGREEMENT. THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED ABSENT REGISTRATION OR AN EXEMPTION THEREFROM.

The failure to note the existence of the Agreement on the certificate or information statement does not affect the validity of the Agreement or any action taken pursuant to it; however, a purchaser without knowledge of the Agreement is entitled to rescission as provided in M.G.L. c. 156D, § 7.32(c), and any action to enforce that right of rescission must be commenced within the earlier of 90 days after discovery of the Agreement's existence or 2 years after the time of purchase.

14. TERM & TERMINATION

14.1 Term

This Agreement becomes effective on the Effective Date and continues until terminated under Section 14.2. The parties EXPRESSLY ELECT a term of [indefinite / [____] years], which overrides the 10-year default under M.G.L. c. 156D, § 7.32(b)(3).

14.2 Termination

This Agreement terminates upon the earliest of: (a) the written agreement of all Shareholders; (b) the dissolution, bankruptcy, or liquidation of the Corporation; (c) a single Shareholder coming to own all outstanding Shares; or (d) the automatic termination under Section 2.4(a) upon the Corporation's shares becoming publicly traded (§ 7.32(d)).

14.3 Effect of Termination

Termination does not affect rights or obligations that accrued before termination, including any closing of a purchase already triggered. The confidentiality obligations of Section 11.3 survive termination. If this Agreement is contained or referred to in the Articles of Organization or Bylaws and terminates, the Board may, consistent with § 7.32(d), amend the Articles or Bylaws without shareholder action to delete the Agreement and references to it.

14.4 Amendment

Consistent with M.G.L. c. 156D, § 7.32(b)(2), this Agreement may be amended only by a writing signed by all persons who are shareholders at the time of the amendment, unless the parties expressly provide in a separate writing that a specified provision may be amended by Shareholders holding at least [____]% of the outstanding Shares. No amendment that disproportionately and adversely affects a Shareholder shall be effective against that Shareholder without its written consent.

15. DISPUTE RESOLUTION & GOVERNING LAW

15.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles, and the internal affairs of the Corporation are governed by the Act.

15.2 Mediation

Before commencing arbitration or litigation (other than for injunctive relief), the parties shall attempt in good faith to resolve any dispute through non-binding mediation administered by [mediation provider] in [County] County, Massachusetts.

15.3 Arbitration

Any dispute not resolved by mediation shall be finally resolved by binding arbitration administered by the [American Arbitration Association] under its Commercial Arbitration Rules, before [one (1) / three (3)] arbitrator(s), seated in [City], Massachusetts. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Forum; Injunctive Relief

Notwithstanding Section 15.3, any party may seek temporary or preliminary injunctive relief or specific performance (including to enforce Sections 3, 6, and 11) from the state or federal courts located in [County] County, Massachusetts (including the Business Litigation Session of the Superior Court where applicable), to which the parties submit to jurisdiction and venue.

15.5 Attorneys' Fees

The prevailing party in any proceeding to enforce this Agreement is entitled to recover reasonable attorneys' fees and costs.

15.6 Jury Trial Waiver

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT NOT SUBJECT TO ARBITRATION.

16. GENERAL PROVISIONS

16.1 Specific Performance

The parties agree that the Shares are unique, that monetary damages are inadequate for breach of this Agreement, and that the non-breaching parties are entitled to specific performance, consistent with M.G.L. c. 156D, § 7.31.

16.2 Further Assurances

Each party shall execute such further documents and take such further actions as may be reasonably necessary to carry out this Agreement, including conforming the Articles of Organization and Bylaws to this Agreement.

16.3 Notices

All notices shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses on Exhibit C, and are effective upon receipt (or refusal).

16.4 Successors and Assigns; Joinder

This Agreement binds and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. No Person shall acquire Shares unless such Person first executes a joinder agreeing to be bound by this Agreement.

16.5 Severability

If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.6 Entire Agreement

This Agreement, together with its Exhibits, constitutes the entire agreement among the parties regarding its subject matter and supersedes all prior understandings.

16.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

16.8 No Third-Party Beneficiaries

Except as expressly provided, this Agreement is solely for the benefit of the parties and their permitted successors and assigns.

17. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Shareholder Agreement as of the Effective Date.

THE CORPORATION:

[CORPORATION NAME], a Massachusetts corporation

By: [________________________________]

Name: [____________________]

Title: [____________________]

Date: [__/__/____]

THE SHAREHOLDERS (all persons who are shareholders as of the Effective Date):

[________________________________]
Name: [____________________]
Date: [__/__/____]

[________________________________]
Name: [____________________]
Date: [__/__/____]

[________________________________]
Name: [____________________]
Date: [__/__/____]

18. SOURCES & REFERENCES

• Massachusetts Business Corporation Act, M.G.L. c. 156D.
• M.G.L. c. 156D, § 7.32 — Shareholder agreements (omnibus override; safe harbor for closely-held corporations; the Massachusetts adoption of MBCA § 7.32; requires unanimity of then-shareholders; valid 10 years unless otherwise provided; automatic termination on public trading; director-liability shift).
• M.G.L. c. 156D, § 6.27 — Restriction on transfer of shares and other securities (authorizes ROFR, buy-sell, approval and prohibition restrictions; conspicuous-legend requirement).
• M.G.L. c. 156D, § 6.26 — Shares without certificates; information statement.
• M.G.L. c. 156D, § 7.31 — Voting agreements (specifically enforceable).
• M.G.L. c. 156D, § 7.30 — Voting trusts.
• M.G.L. c. 156D, § 6.30 — Shareholders' preemptive rights (opt-in via the articles).
• M.G.L. c. 156D, § 6.40 — Distributions to shareholders.
• M.G.L. c. 156D, § 7.27 — Greater quorum or voting requirements for shareholders.
• M.G.L. c. 156D, §§ 16.01, 16.02 — Corporate records; inspection rights.
• M.G.L. c. 156D, § 14.30 — Judicial dissolution.
• M.G.L. c. 149, § 24L — Massachusetts Noncompetition Agreement Act (note sale-of-business and ownership-interest exemptions; verify applicability to employee-Shareholders).