Exhibit 4.6


 


THE COMMONWEALTH OF
MASSACHUSETTS


WILLIAM FRANCIS GALVIN


Secretary of the Commonwealth


One Ashburton Place, Boston, Massachusetts
02108-1512


 


ARTICLES OF AMENDMENT


(General Laws, Chapter 156D, Section 10.06;
950 CMR 113.34)


 


(1)            Exact name of corporation:  Enterprise Bancorp, Inc.


 


(2)            Registered office address:  222 Merrimack Street, Lowell, MA 01852


(number,
street, city or town, state, zip code)


 


(3)            These articles of amendment affect
article(s):    Article IV


 


(4)            Date adopted:      December 11,
2007


(month,
day, year)


 


(5)            Approved by:


 


(check
appropriate box)


 


o  the incorporators,


 


x  the board of directors without shareholder
approval and shareholder approval was not required.


 


o  the board of directors and the shareholders
in the manner required by law and the articles of organization.


 


(6)            State the article number and the text of
the amendment. Unless contained in the text of the amendment, state the
provisions for implementing the exchange, reclassification or cancellation of
issued shares.


 


Article IV is amended with respect to the number and terms of the
corporation’s previously authorized and currently unissued shares of Series A
Junior Participating Preferred Stock. A copy of the authorizing votes of the
board of directors and the amended terms of such series of preferred stock is
set forth on the attachment sheets included herewith, which are incorporated
herein by this reference.


 

















 


To change the number of shares and the par value, if
any, of any type, or to designate a class or series, of stock, or change a
designation of class or series of stock, which the corporation is authorized to
issue, complete the following:


 


Total authorized prior to amendment:


 


	
  WITHOUT PAR VALUE

  	
   

  	
  WITH PAR VALUE

  	
   

  
	
  TYPE

  	
   

  	
  NUMBER OF SHARES

  	
   

  	
  TYPE

  	
   

  	
  NUMBER OF SHARES

  	
   

  	
  PAR VALUE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


Total
authorized after amendments:


 


	
  WITHOUT PAR VALUE

  	
   

  	
  WITH PAR VALUE

  	
   

  
	
  TYPE

  	
   

  	
  NUMBER OF SHARES

  	
   

  	
  TYPE

  	
   

  	
  NUMBER OF SHARES

  	
   

  	
  PAR VALUE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


(7)            the amendment shall be effective at the time
and on the date approved by the Division, unless a later effective date not
more than 90 days from the date and time of filing is specified:  effective as of January 13, 2008


 

















 


	
  Signed by: 

  	
  /s/ James A Marcotte

  	
   

  
	
   

  	
  (signature of authorized individual)

  
				



 


o Chairman of the board of directors


 


o President


 


x Other officer


 


o Court-appointed fiduciary


 


on
this   11th   day of
  December        , 2007


 

















 


The Commonwealth of Massachusetts


 


William Francis Galvin


Secretary of the Commonwealth


One Ashburton Place, Boston,
Massachusetts  02108-1512


 


ARTICLES OF AMENDMENT


(General Laws, Chapter 156D, Section 10.06;
950 CMR 113.34)


 


I hereby certify that upon examination of these
articles of amendment, it appears that the provisions of the General Laws
relative thereto have been complied with, and the filing fee in the amount of   $100    
having been paid, said articles are deemed to have been filed with me this  12th day of  December ,  2007 , at 10:36 a.m..


(time)


 


	
  Effective Date:

  	
  January 13, 2008

  	
   

  



 


(must be
within 90 days of date submitted)


 


 


 


	
   

  	
  /s/ William Francis Galvin

  	
   

  
	
  WILLIAM
  FRANCIS GALVIN

  
	
  Secretary of the
  Commonwealth

  



 


 


Filing fee: Minimum filing fee $100 per article
amended, stock increases $100 per 100,000 shares, plus $100 for each additional
100,000 share or any fraction thereof.


 


 


	
   

  
	
  Examiner

  
	
   

  
	
   

  
	
  Name Approval

  



 


TO BE FILLED IN BY CORPORATION


Contact Information


 


	
   

  
	
  C

  
	
   

  
	
   

  
	
  M

  



 


Stephen J. Coukos, Esq.


Chu,Ring & Hazel, LLP


49 Melcher Street


Boston, MA 02210


 


Telephone: 
617.443.9800, ext. 212


 


Email: scoukos@chu-ring.com


 


Upon filing, a copy of this filing will be available
at www.sec.state.ma.su/cor. If the document is rejected, a copy of the
rejection sheet and rejected document will be available in the rejected queue.


 

















 


ENTERPRISE
BANCORP, INC.


 


RESTATED
ARTICLES OF ORGANIZATION


 


ARTICLE IV


 


VOTED:                            That
pursuant to the authority vested in this Board of Directors in accordance with
Sections 6.02 and 10.05 of Chapter 156D of the Massachusetts General Laws and Article IV
of the Corporation’s Restated Articles of Organization, as amended, the number
and terms of the Corporation’s Series A Junior Participating Preferred
Stock shall be amended, such that the designation and amount thereof and the
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof shall be as set forth in the Terms of Series A Junior
Participating Preferred Stock presented to this meeting and included as Exhibit A
to the Rights Agreement; and further


 


VOTED:                            That
the proper Authorized Officers of the Corporation shall be, and each of them
hereby is, authorized and directed to execute Articles of Amendment to the
Corporation’s Restated Articles of Organization, as amended, pursuant to
Sections 6.02 and 10.05 of Chapter 156D of the Massachusetts General Laws, to
effect the changes to the number and terms of the Corporation’s Series A
Junior Participating Preferred Stock authorized by the immediately preceding
vote and to take all appropriate action to cause such Articles of Amendment to
become effective, including, but not limited to, the filing of such Articles of
Amendment with the Secretary of State of the Commonwealth of Massachusetts; and
further


 


VOTED:                            That
200,000 shares of Series A Junior Participating Preferred Stock of the
Corporation shall be and hereby are initially reserved for issuance upon
exercise of the Rights, such number to be subject to adjustment from time to
time in accordance with the Rights Agreement; and further


 


The Terms of the Corporation’s Series A Junior Participating
Preferred Stock, as amended by the foregoing votes, are as follows:


 


TERMS OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


The following is a
statement of the terms (including preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms or conditions of redemption) of the Series A Junior Participating
Preferred Stock, par value $.01 per share, of Enterprise Bancorp, Inc.
(the “Company”):


 

















 


1. Designation and
Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred
Shares” and the number of shares constituting such series shall be 200,000.


 


2. Dividends and Distributions.


 


(a)           Subject to the prior and superior
rights of the holders of any shares of any series of shares of preferred stock
(generally, “Preferred  Shares”) ranking prior and superior to the
Series A Junior Participating Preferred Shares with respect to dividends (if
any), the holders of Series A Junior Participating Preferred Shares shall
be entitled to receive, when, as and if declared by the Board of Directors of
the Company (the “Board”) out of funds legally available for the
purpose, dividends payable in cash at such times as dividends, other than
dividends payable in Common Shares (as defined herein), are paid by the Company
to holders of shares of the common stock, par value $0.01 per share, of the
Company (the “Common Shares”), commencing
on the first date on which such a dividend is paid by the Company to the
holders of the Common Shares following the first issuance of a Series A
Junior Participating Preferred Share or fraction thereof. Each such dividend
payable on the Series A Junior Participating Preferred Shares shall be in
an amount per share (rounded to the nearest cent) equal to, subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, plus 100 times the aggregate per share
amount (payable in kind) of all noncash dividends or other distributions, other
than a dividend payable in Common Shares or a subdivision of the outstanding
Common Shares (by reclassification or otherwise), declared by the Board and
then payable on the Common Shares. In the event the Company shall at any time
after December 11, 2007 (the “Rights  Declaration  Date”)
(i) declare any dividend on Common Shares payable in Common Shares, (ii) subdivide
the outstanding Common Shares or (iii) combine the outstanding Common Shares
into a smaller number of shares, then in each such case the amount to which
holders of Series A Junior Participating Preferred Shares were entitled
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is
the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.


 


(b)           The Board shall declare a dividend or
distribution on the Series A Junior Participating Preferred Shares as
provided in paragraph (a) above immediately after it declares a dividend
or distribution on the Common Shares (other than a dividend payable in Common
Shares).


 


(c)           Dividends shall begin to accrue and
be cumulative on outstanding Series A Junior Participating Preferred
Shares from the date of issue of such shares. Accrued


 


2

















 


but unpaid
dividends shall not bear interest. Dividends paid on the Series A Junior
Participating Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding. The Board may fix a record date for the determination of holders
of Series A Junior Participating Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be not more than 70 days prior to the date fixed for the payment thereof.


 


3. Voting Rights. The
holders of Series A Junior Participating Preferred Shares shall have the
following voting rights:


 


(a)           Subject to the provision for
adjustment hereinafter set forth, each Series A Junior Participating
Preferred Share shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Company. In the event that the
Board shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Shares payable in Common Shares, (ii) subdivide the
outstanding Common Shares or (iii) combine the outstanding Common Shares
into a smaller number of shares, then in each such case the number of votes per
share to which holders of Series A Junior Participating Preferred Shares
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.


 


(b)           Except as otherwise provided herein
or by law, the holders of Series A Junior Participating Preferred Shares
and the holders of Common Shares shall vote together as one class on all
matters submitted to a vote of shareholders of the Company.


 


(c)           (i) 
If at any time dividends on any Series A Junior Participating Preferred
Shares shall be in arrears, the occurrence of such contingency shall mark the
beginning of a period (a “Default  Period”) which shall extend
until such time when all accrued and unpaid dividends for all previous dividend
periods and for the current dividend period on all Series A Junior
Participating Preferred Shares then outstanding shall have been declared and
paid or set apart for payment. During each Default Period, all holders of
Preferred Shares (including holders of the Series A Junior Participating
Preferred Shares) with dividends in arrears, voting as a class, irrespective of
series, shall have the right to elect two (2) Directors.


 


(ii) 
During any Default Period, such voting right of the holders of Series A
Junior Participating Preferred Shares may be exercised initially at a special


 


3

















 


meeting called
pursuant to subparagraph (iii) of this Section 3(c) or at an
annual meeting of shareholders, and thereafter at annual meetings of
shareholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Shares, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless the
holders of ten percent (10%) in number of Preferred Shares outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Shares shall not affect the exercise by the holders of Preferred Shares of such
voting right. At any meeting at which the holders of Preferred Shares shall
exercise such voting right initially during an existing Default Period, they
shall have the right, voting as a class, to elect Directors to fill up to two (2) vacancies,
if any, in the Board or, if such right is exercised at an annual meeting, to
elect two (2) Directors. The holders of Preferred Shares shall have the
right to make such increase in the number of Directors as shall be necessary to
permit the election by them at any special meeting of two (2) Directors. After
the holders of Preferred Shares shall have exercised their right to elect
Directors in any Default Period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote of the
holders of Preferred Shares as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari  passu with the Series A
Junior Participating Preferred Shares, if any.


 


(iii) 
Unless the holders of Preferred Shares shall, during an existing Default
Period, have previously exercised their right to elect Directors, the Board may
order, or any shareholder or shareholders owning in the aggregate not less than
ten percent (10%) of the total number of Preferred Shares outstanding,
irrespective of series, may request, the calling of a special meeting of the
holders of Preferred Shares, which meeting shall thereupon be called by the
Board, the Chairman or the Chief Executive Officer of the Company. The
Secretary of the Company shall give notice of such meeting and of any annual
meeting at which holders of Preferred Shares are entitled to vote pursuant to
this paragraph (c)(iii) to each holder of record of Preferred Shares by
mailing a copy of such notice to him at his last address as the same appears on
the books of the Company. Such meeting shall be called for a time not earlier
than fifteen (15) days and not later than sixty (60) days after such order or
request. If such meeting is not called within sixty (60) days after such order
or request, such meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than ten percent (10%) of the
total number of Preferred Shares outstanding. Notwithstanding the provisions of
this paragraph (c)(iii), no such special meeting shall be called during the
period within sixty (60) days immediately preceding the date fixed for the next
annual meeting of the shareholders.


 


4

















 


(iv)  In
any Default Period, the holders of Common Shares shall continue to be entitled
to elect the whole number of Directors of the Company until the holders of
Preferred Shares shall have exercised their rights to elect two (2) Directors
voting as a class, after the exercise of which right, (X) the Directors so
elected by the holders of Preferred Shares shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the Default Period, and (Y) any vacancy in the Board shall (except as
provided in paragraph (c)(ii) of this Section 3) be filled by vote of
a majority of the remaining Directors theretofore elected by the holders of the
class of capital stock of the Company (i.e., the Common Shares or the Preferred
Shares) which elected the Directors whose office shall have become vacant. References
in this paragraph (c) to Directors elected by the holders of a particular
class of the capital stock of the Company shall include Directors elected by
such Directors to fill vacancies as provided in clause (Y) of the
foregoing sentence.


 


(v) 
Immediately upon the expiration of a Default Period, (X) the right of the
holders of Preferred Shares as a class to elect Directors shall cease, (Y) the
term of any Directors elected by the holders of Preferred Shares as a class
shall terminate, and (Z) the number of Directors shall be such number as
may be provided for in the Articles of Organization, as may then be amended or
restated and in effect, or the By-Laws of the Company, irrespective of any
increase made pursuant to the provisions of paragraph (c)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law, or in the Articles of Organization, as may be amended or restated from
time to time, or the By-Laws of the Company). Any vacancies in the Board
effected by the provisions of clauses (Y) and (Z) in the preceding
sentence may be filled by a majority of the remaining Directors.


 


(d)           Except as set forth herein, holders
of Series A Junior Participating Preferred Shares shall have no special
voting rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Shares as set forth herein)
for taking any corporate action.


 


4. Certain Restrictions.


 


(a)           Whenever dividends or other
distributions payable on the Series A Junior Participating Preferred
Shares as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on Series A
Junior Participating Preferred Shares outstanding shall have been paid in full,
the Company shall not:


 


5

















 


(i) 
declare or pay dividends on, make any other distributions on, or redeem or
purchase or otherwise acquire for consideration any shares of capital stock of
the Company ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Shares;


 


(ii) 
declare or pay dividends on or make any other distributions on any shares of
capital stock of the Company ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Shares except dividends paid ratably on the Series A
Junior Participating Preferred Shares and all such parity shares of capital
stock of the Company on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares of capital stock
are then entitled;


 


(iii) 
redeem or purchase or otherwise acquire for consideration shares of capital
stock of the Company ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Shares provided that the Company may at any time
redeem, purchase or otherwise acquire any such parity shares of capital stock
in exchange for any shares of capital stock ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A
Junior Participating Preferred Shares;


 


(iv) 
purchase or otherwise acquire for consideration any Series A Junior
Participating Preferred Shares, or any shares of capital stock of the Company
ranking on a parity with the Series A Junior Participating Preferred
Shares, except pursuant to Section 8 hereof or in accordance with a
purchase offer made in writing or by publication (as determined by the Board)
to all holders of such shares upon such terms as the Board, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the respective series or
classes of shares of capital stock of the Company.


 


(b)           The Company shall not permit any
subsidiary of the Company to purchase or otherwise acquire for consideration
any shares of capital stock of the Company unless the Company could, under
paragraph (a) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.


 


5. Reacquired Shares.
Any Series A Junior Participating Preferred Shares, purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become


 


6

















authorized but unissued Preferred Shares and may be
reissued as part of a new series of Preferred Shares to be created by
resolution or resolutions of the Board, subject to the conditions and
restrictions on issuance set forth herein.


 


6. Liquidation, Dissolution or Winding Up.


 


(a)           Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, no distribution shall be
made to the holders of shares of capital stock of the Company ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Participating Preferred Shares, unless, prior thereto, the holders of Series A
Junior Participating Preferred Shares shall have received Five Thousand Two
Hundred and 00/100 Dollars ($5,200.00) per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the “Liquidation  Preference”). Following
the payment of the full amount of the Liquidation Preference, no additional
distributions shall be made to the holders of Series A Junior
Participating Preferred Shares, unless, prior thereto, the holders of Common
Shares shall have received an amount per share (the “Common  Adjustment”)
equal to the quotient obtained by dividing (i) the Liquidation Preference
by (ii) 100 (as appropriately adjusted as set forth in subparagraph (c) below
to reflect such events as stock splits, stock dividends and recapitalization
with respect to the Common Shares) (such number in clause (ii) immediately
above being referred to as the “Adjustment  Number”). Subject to
the rights of any other series of Preferred Shares then outstanding, if any,
following the payment of the full amount of the Liquidation Preference and the
Common Adjustment in respect of all outstanding shares of Series A Junior
Participating Preferred Shares and Common Shares, respectively, holders of Series A
Junior Participating Preferred Shares and holders of shares of Common Shares
shall receive their ratable and proportionate share of the remaining assets to
be distributed in the ratio of the Adjustment Number to one (1) with
respect to such Series A Junior Participating Preferred Shares and Common
Shares, on a per share basis, respectively.


 


(b)           In the event, however, that there are
not sufficient assets available to permit payment in full of the Liquidation
Preference and the liquidation preferences of all other series of Preferred
Shares, if any, which rank on a parity with the Series A Junior
Participating Preferred Shares, then such remaining assets shall be distributed
ratably to the holders of such parity Preferred Shares (including the Series A
Junior Participating Preferred Shares) in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment after
satisfaction of the liquidation preferences of all series of Preferred Shares,
if any, then such remaining assets shall be distributed ratably to the holders
of Common Shares.


 


7

















 


(c)           In the event the Company shall at any
time after the Rights Declaration Date (i) declare any dividend on Common
Shares payable in Common Shares, (ii) subdivide the outstanding Common
Shares or (iii) combine the outstanding Common Shares into a smaller
number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of shares of Common Shares that were outstanding immediately prior to
such event.


 


7. Consolidation,
Merger, etc. In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the Common Shares are
exchanged for or changed into other stock or securities, cash or any other
property, then in any such case the Series A Junior Participating
Preferred Shares shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of shares, securities, cash or
any other property (payable in kind), as the case may be, into which or for
which each Common Share is changed or exchanged. In the event the Company shall
at any time after the Rights Declaration Date (i) declare any dividend on
Common Shares payable in Common Shares, (ii) subdivide the outstanding
Common Shares or (iii) combine the outstanding Common Shares into a
smaller number of Shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of Series A
Junior Participating Preferred Shares shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.


 


8. Redemption. The
Series A Junior Participating Preferred Shares shall not be redeemable.


 


9. Ranking. The Series A
Junior Participating Preferred Shares shall rank junior to all other series of
the Company’s Preferred Shares as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.


 


10. Amendment. At
such time as Series A Junior Participating Preferred Shares are
outstanding, the Articles of Organization of the Company shall not be amended,
nor shall any Articles of Amendment thereto, including without limitation any
amendment establishing a series or class of stock pursuant to Section 6.02
of Chapter 156D of the Massachusetts General Laws, be filed with the
Massachusetts Secretary of State or otherwise amended, in any manner which
would materially alter or change the powers, preferences or special rights of
the Series A Junior Participating Preferred Shares so as to affect them
adversely without the affirmative vote of the holders of a majority or more of
the outstanding Series A Junior Participating Preferred Shares voting
separately as a class.


 


8

















 


11. Fractional Shares.
Series A Junior Participating Preferred Shares may be issued in fractions
of a share which shall entitle the holder, in proportion to such holder’s
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of a holder of Series A
Junior Participating Preferred Shares.


 


9