Free Shareholder Ownership Agreement

This Shareholder Ownership Agreement (the "Agreement") is made and entered into on January 1, 2050, by and between the shareholders of [YOUR COMPANY NAME], a company incorporated under the laws of New York (the "Company"), and it sets forth the terms and conditions under which the shareholders agree to operate and govern the Company.

I. Purpose of the Agreement

The purpose of this Agreement is to establish the rights, duties, and obligations of the shareholders of [YOUR COMPANY NAME] with respect to their ownership of shares in the Company. This Agreement will also outline the rules governing the management of the Company, the transfer of shares, and the procedures for handling shareholder disputes.

II. Ownership and Shares

This section outlines the shareholding structure of the Company, the types of shares issued, and the rights associated with each share class.

Each shareholder’s rights and obligations are proportional to the number of shares owned. The shares are also subject to certain restrictions regarding their transfer or sale, as detailed in Section IV.

III. Governance and Decision-Making

The Company shall be governed by a Board of Directors, which will be composed of the following individuals:

1. Golda Larson

2. Erica Price

3. Antonette Cassin

All major decisions, including but not limited to financial decisions, changes to the business model, and appointments of key executives, must be approved by a majority of the Board of Directors.

• Voting Rights: Each shareholder shall have voting rights in proportion to their shareholding.

• Quorum Requirements: A quorum for any shareholder meeting shall consist of shareholders holding at least 50% of the outstanding shares.

IV. Transfer of Shares

The transfer of shares in the Company is subject to the following conditions:

• Right of First Refusal: If a shareholder wishes to sell or transfer shares, the other shareholders shall have the right to purchase the shares on the same terms and conditions offered to a third party.

• Approval of Transfer: Any transfer of shares to third parties must be approved by the Board of Directors. This approval cannot be unreasonably withheld.

In the event that a shareholder wishes to exit the Company, the following buy-sell provisions will apply:

V. Exit Strategy

In case of a shareholder’s exit, the following options will be available:

1. Buyout by Other Shareholders: A departing shareholder may sell their shares to the remaining shareholders, subject to the terms outlined in Section IV.

2. Company Purchase: The Company may elect to purchase the shares of the departing shareholder, provided the necessary capital is available.

The price at which the shares are to be bought out will be determined by a neutral third-party appraiser.

VI. Dispute Resolution

In the event of a disagreement between shareholders or between shareholders and the Company, the parties agree to:

1. Negotiation: The parties will first attempt to resolve the dispute through informal negotiations.

2. Mediation: If negotiation fails, the dispute will be submitted to a qualified mediator for resolution.

3. Arbitration: If mediation does not resolve the dispute, the parties agree to submit the matter to binding arbitration in New York.

VII. Succession Planning

In the event of a shareholder’s death, disability, or retirement, the following provisions will apply to ensure the continuity of ownership:

• Transfer to Heirs: Shares may be transferred to the shareholder’s heirs or beneficiaries, subject to the approval of the remaining shareholders.

• Buyout of Shares: If the deceased or retiring shareholder's shares are not transferred to heirs, the remaining shareholders or the Company may buy out those shares at a fair market value as determined by an independent appraiser.

VIII. Conclusion

This Agreement is binding upon all shareholders of [YOUR COMPANY NAME] and governs all matters related to the ownership and management of the Company. By signing this Agreement, the shareholders agree to abide by its terms and work cooperatively to ensure the long-term success of the Company. This Agreement may be amended only by the unanimous consent of all shareholders.

Prepared by: [YOUR NAME]
Email: [YOUR EMAIL]
Date: January 1, 2050

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