SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT is made this ________ (the "Effective Date").
BETWEEN
________, a private limited liability company duly incorporated under the laws of the Federal Republic of Nigeria of the following address:
________
hereinafter referred to as (the "Company" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Shareholder 1" and which expression shall where the context so admits include its successors-in-title and assigns)
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Shareholder 2" and which expression shall where the context so admits include its successors-in-title and assigns)
(The "Company" and the "Shareholders" shall collectively be referred to as the "Parties").
RECITAL
The Shareholders have agreed to enter into this business relationship with the Company and both the Company and the Shareholders agree to be bound by the terms and conditions of this Agreement as regulating their relationship.
NOW THEREFORE, in consideration of the mutual covenants of the Parties and other valuable consideration, the Parties hereby agree as follows:
1. DEFINITIONS
"Articles" means the Company's articles of association.
"Board" or "Board of Directors" means the group of directors in charge of the supervision and management of the Company.
"Business" means the objects and purpose of the Company as described in clause 3 of this Agreement.
"Business Days" means any week day other than weekends or any public holiday as declared by the Federal Government of Nigeria.
"Chairman" means the person who will head the meetings of the general meetings and meetings of the Board of Directors of the Company.
"Encumbrances" means any mortgage, charge, pledge, lien, security interest, or other third party right or interest in respect of any asset or security.
"Disclosing Party" means the party who shares Confidential or Trade Secret Information with the Receiving Party under this Agreement.
"Director or Directors" means a member or members of the Board of Directors.
"Drag Along Shares" means the amount of shares the Shareholders will transfer to the Offeror.
"Majority Shareholder" means the Shareholder who has the highest percentage of the Company's issued shares.
"Memorandum" means the memorandum of association of the Company.
"Net Profit/Income" means the total profits/income of the Company minus debts, costs, expenses and other liabilities incurred by the Company.
"Offeror" means the party or parties offering to purchase the Drag Along Shares from the Shareholders.
"Receiving Party" means the party that receives Confidential or Trade Secret Information from the Disclosing Party.
"Retiring Director" means the director or directors that are subject to the retirement and rotation rule.
"Transferee" means any third party willing to purchase the shares of the Transferor.
"Transferor" means any Shareholder intending to transfer their shares by way of sale.
"Transfer Shares" means the amount of shares that the Transferor is willing to sell.
"Transfer Notice" means the notice by which the Transferor offers its shares to the other Shareholders.
2. SCOPE AND OBJECTS OF THE COMPANY
The objects of the Company are described as follows:
________
Each Shareholder undertakes to be bound by the provisions of this Agreement and to co-operate with the Company and other Shareholders to ensure that the Company attains its desired purpose.
3. SHARE CAPITAL/ STRUCTURE
The Company has been incorporated under the laws of the Federal Republic of Nigeria with a share capital of ₦, divided into shares at ₦________ each, of which shares have been issued. The following represents the number of shares issued to the Shareholders of the Company with their percentage ownership:
(I) ________: shares, representing ________% ownership in the Company.
(II) ________: shares, representing ________% ownership in the Company.
The shares held by the Shareholders above represent part of the shares of the Company. The Company hereby acknowledges that the shares have been fully paid up by all the Shareholders.
4. TRANSFER OF SHARES
A Shareholder shall have the right to transfer or sell all or part of their shareholding in the Company to personal representative, subsidiaries, or any other party provided always that the sale or transfer shall be done according to the provisions of the Articles of the Company. In the case of a sale, the shares are sold at the market value and a proper instrument of transfer has been executed.
The Shareholders hereby agree not to sell the Transfer Shares to any third party or a non-member of the Company without first offering the said shares to the existing Shareholders.
If any Shareholder wishes to sell, transfer, or otherwise dispose of part or all of their shares, the selling shareholder (also known as the Transferor) shall give a Transfer Notice to the other Shareholder(s) of the Company.
The other Shareholder(s) shall have a maximum of ________ Business Days from the date of the issuance of the Transfer Notice to either accept or reject the offer of the Transferor. If the Transferor receives no response from the Shareholders during this period, or the Shareholders decline the offer, it shall be deemed that the Shareholder(s) has no interest in the unsold Transfer Shares, and Transferor shall have the right to sell the unsold Transfer Shares to any third party at a price equal to or higher than the price at issue.
If the Shareholders refuse to purchase all the Transfer Shares, the Transferor shall have the right to sell the unsold Transfer Shares to any third party.
The Company shall have the right to purchase the shares of the Shareholders if one or more of the following circumstances occur:
(I) If the Shareholder being an employee of the Company, ceases to become an employee;
(II) If the Shareholder is declared bankrupt by a court of competent jurisdiction;
(III) If the Shareholder becomes a person of unsound mind.
5. VALUATION OF SHARES
If either of the Shareholders exercise the right to purchase the Transfer Shares as seen in the preceding clause, the Transfer Shares shall be sold at a fair market value.
6. PREEMPTIVE RIGHT OF THE SHAREHOLDERS
a. The Company shall not allot any new or unissued shares unless the same shares are offered in the first instance to all the Shareholders in the proportion as nearly as may be to their existing holdings, and each offer shall be made by a notice from the Company, specifying the price per new share and the date within which the offer closes.
b. If the Company proposes new shares, the new shares shall be offered for subscription in cash or consideration other than cash.
c. The subscription price shall be determined by the Board of Directors or, if not so agreed, a fair price shall be determined by the auditors.
d. Where a Shareholder declines this offer, the Board of Directors may, subject to the terms of any resolution of the Company, dispose of the shares at a price not less than that specified in the offer and such manner and terms as they think most beneficial to the Company.
7. ACQUISITION OF SHARES BY THE COMPANY
The Shareholders acknowledge that the Company shall have the right to buy back its shares from the following:
(I) the existing Shareholder(s) or security holders of the Company on a proportionate basis;
(II) the existing Shareholder(s) in a manner permitted pursuant to a scheme of arrangement sanctioned by the court;
(III) the open market; and
(IV) employees who have been issued shares pursuant to a scheme of stock option or any other similar scheme.
8. DRAG ALONG RIGHTS
a. If the Majority Shareholder wishes to transfer its shares in the Company to an independent third party other than a Shareholder of the Company in a merger or acquisition transaction, the Majority Shareholder shall have the right to compel the other Shareholders to transfer their shares by way of sale to the Offeror and the Shareholders shall be entitled to the same price, terms and conditions of any other seller.
b. This right may be exercisable by the Majority Shareholder upon the issuance of the following prior notice of this intention: ________ to all the Shareholders. Such notice shall state the amount of Drag along Shares, the price, and the terms and conditions of the sale.
c. Upon the expiration of this notice, the Shareholders shall become bound to accept the offer from the Offeror and sell their shares free from all encumbrances and execute all such documents and do all such things that may be necessary for the complete transfer of the shares.
9. TAG-ALONG RIGHTS
a. If the Majority Shareholder wishes to sell its shareholding interests to a third party, the other Shareholders shall have the same right to request that the third parties purchases their shareholding interest on the same terms and conditions as agreed with the third party and the Majority Shareholder and the Company shall take all reasonable measures to validate such sale or transfers.
b. Pursuant to the above, each Shareholder shall have the right to either exercise the tag-along right on the aforementioned terms or negotiate new terms with the third party.
10. MANAGEMENT AND CONTROL
a. Composition of the Board: Subject to the terms and conditions of this Agreement, each Shareholder shall become a director of the Company and shall make up the Board of Directors of the Company.
The Directors of the Company shall be responsible for overseeing the management, running of the Company, and maintenance of the Company books and accounting records.
The Board of Directors shall hold regular meetings that are expedient for the efficient management of the Company.
b. Chairman of the Board of Directors: The Chairman of the board shall be nominated by the Board of Directors and shall preside over all the meetings of the Board.
If the Chairman is not present at any meeting, the Board of Directors may elect any Director present to preside over that meeting. In the event of any deadlock, the Chairman shall have a casting vote.
c. The Managing Director/Chief Executive Officer of the Company: The Managing Director of the Company shall be appointed by the Directors in a Board meeting and shall be a member of the Board of Directors. The term of the Managing Director shall be as follows: ________.
The Company shall compensate the Directors with the payment of attendance/sitting fees and Director's fees. The Company shall also reimburse reasonable expenses incurred in carrying out the roles of directors as approved by the Shareholders in a general meeting.
d. Company Secretary: The Company Secretary shall be appointed by the Directors for such term and such remuneration and upon such condition, as they may think fit. The duties and responsibilities of the Company secretary include but not limited to the following:
(I) assisting the Chairman and the CEO/MD to determine the annual Board plan and with the administration of other strategic issues at Board level;
(II) providing the Board and Directors individually, with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company;
(III) circulation of notice of Board and company meetings to the Directors, members of Company, and other persons required to attend meetings;
(IV) compilation of Board papers and ensuring that the Board's discussion and decisions are clearly and properly recorded and communicated to the relevant persons;
(V) provision of a central source of guidance and advice to the Board and the Company, on matters of ethics, conflicts of interest and good corporate governance.
e. Retirement and Rotation of the Directors
All the Directors of the Company shall retire at every annual general meeting. The Retiring Director(s) may be re-elected by the Shareholders in an annual general meeting.
11. POWERS AND DUTIES OF DIRECTORS
a. The business of the Company shall be managed by the Directors, who may exercise such powers of the Company in accordance with the provisions of the law and the Company's memorandum and articles of association.
b. Every Director of the Company shall hold at least (________) shares in the Company.
c. A Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the other Director(s) may determine.
d. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be endorsed in such manner as the Directors may from time to time determine by resolution.
e. The Directors shall cause proper books of accounts to be kept, which include:
(I) all sums of money received and expended by the Company;
(II) all sales and purchases of the Company; and
(III) the assets and liabilities of the Company.
f. The books of accounts shall be kept at the registered office of the Company or at such other place as the directors think fit, and shall always be open to inspection.
g. The Directors shall from time to time, cause to be prepared and to be laid before the Company in general meeting, such profits and loss accounts, balance sheets, group accounts (if any) and reports.
12. CORPORATE LIMITS
The Company may not undertake certain actions without obtaining the prior approval of the Shareholders. Such actions include:
(I) Sale or Disposal of Asset. The Company shall not sell any asset of the Company having value of more than 50% of the Company's total assets without the approval of all the Shareholders of the Company.
(II) Acquisition of Asset. The Company shall not acquire any new asset without the approval of at least majority of the Shareholders.
(III) Issuance or Allotment of Shares. The Company shall not allot shares without the approval of all the Shareholders of the Company.
(IV) Variation of Rights. The variation of any class of shares will be done according to the provision of the Company's Articles.
(V) Obtaining a Loan. In exercising the Company's borrowing powers, the directors of the Company shall not borrow an amount exceeding ₦________ (________) without the approval of at least majority of the Shareholders.
(VI) Amendment of the Articles of Association. The Company shall not amend or alter any part of the Company's Articles without the approval of the Shareholders of the Company obtained by a special resolution of the Shareholders in a general meeting.
13. APPOINTMENT AND REMOVAL OF A DIRECTOR
a. A Director may be removed if one or more of the following circumstances occur:
________
b. A Director may be removed by the Company at a general meeting in the following manner:
________
14. MEETING OF THE BOARD OF DIRECTORS
a. Board meetings shall be convened at regular intervals.
b. Notwithstanding anything to the contrary in this Agreement, all decisions of the Board shall be by majority vote of the directors.
c. Resolutions of the Board shall be validly passed, if a quorum is present and, except as otherwise provided in this Agreement, by majority vote.
d. The quorum for the meeting of the Directors shall be ________ (________).
e. If after 1 (one) hour (or such other time as agreed by the directors), from the time appointed for the meeting of directors, a quorum is not present, the meeting shall stand adjourned to another day.
f. Each Director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.
g. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the directors, shall be valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
15. MEETINGS OF THE SHAREHOLDERS
a. The meetings of the Company shall be held in accordance with the following:
(I) Annual General Meetings: The Company shall hold its annual general meetings in the following period each year: ________. All businesses that are transacted at the ordinary general meeting shall be deemed special except declaration of dividend, the consideration of accounts, balance sheets and reports of the Directors and auditors, the election of Directors in place of those retiring and the appointment and fixing the remuneration of the auditors.
(II) Extraordinary General Meetings: An extraordinary may be convened by the Board of Directors whenever they deem fit. Any Shareholder may requisition an extraordinary general meeting and such meeting may be convened by the Directors within 21 Business Days (or any shorter date as agreed by the Shareholders) from the date of the deposit of the requisition.
b. The notice of any meeting shall be sent to the Shareholders at least 21 days prior to the date of the meeting stating the agenda or business of the meeting.
c. The resolution shall be passed by a majority vote of the Shareholders.
d. No business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.
e. Save as herein provided, the quorum shall be ________ (________) Shareholders of the Company present and having the right to vote.
f. If within half an hour from the time appointed for the meeting a quorum is not present the meeting shall, if convened upon the requisition of members shall be dissolved; in any other case, it shall stand adjourned to the same day next day at the same time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the appointed time for the meeting, the members present shall be a quorum.
g. The Chairman shall preside as Chairman at any general meeting of the Company, if the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is not willing to act, the Directors present shall elect one of their number to preside over the meeting.
16. 5855 82 585 588858828585
IV. 82 522 2222558 2222822, 5 5282852822 252 22 252 85282 22 252 2222822 85588 82 5288525 22 5 8528 22 55258 528288 5 2288 88 (822252 25 22 252 52885552822 22 252 528582 22 252 8528 22 55258) 52252525 82:
(V) 252 85585252;
(VI) 52 82582 25522 555525285258 2528222 82 225822 25 25252; 25
(VII) 82 522 55552528525 25 555525285258 2528222 82 225822 25 82 25252 525 522528222822 222 8288 2552 222 22225 22 252 22258 822822 582528 22 588 252 2228258 558822 252 58252 22 8222 52 252 2222822; 25
(VIII) 82 5 222825 25 2228258 5285822 855528 82 252 8222522 8222255822 5 58252 22 8222 52 252 2222822 82822 855528 22 85885 52 522522522 852 558 8222 2585 52 22 588 252 855528 8222255822 2552 58252.
IX. 82 522 2222558 2222822, 5 5282852822 252 22 252 85282 2222822 85588 82 82 8528 22 55258 525 28252 55552528525 2528222 82 225822 25 82 5 25252 85588 5582 222 8222 525 22 5 2288, 28252 55552528525 85588 5582 222 8222 225 2585 85552 85885 52 88 252 528525.
X. 552 8282552222 5222822822 5 25252 525 252 22825 22 52225222 25 22525 552525822, 82 522 52525 85885 82 88 882225 25 5 825282825 8222 22 2552 22825 25 552525822 85588 82 522288225 52 252 5228822525 222882 25 5255 222882 22 252 8222522.
XI. 552 8282552222 5222822822 5 25252 85588 82 522225 22 822225 552525822 22 522525 25 2282 82 522525822 5 2288.
XII. 822 82522552822 85885 88 5 222825 22 252 8222522 252 82 5282852822 22 828 585282258 25 22525 228252822 8252 552525822 8585 225822 58 82 258228 282 22 582 58 828 522528222528828 52 522 2222822 22 252 8222522 25 522 88588 22 2228258 22 252 8222522, 525 252 225822 5525258225 85588 82 22282825 22 25258882 252 8522 228258 22 825582 22 252 82522552822 85885 52 5225282228 58 2552 82522552822 28252 25258882 82 82 8252 52 8258885558 222825 22 252 8222522.
17. 852855585855885 888 2888885555 82 585 2885555
________. 552 555525285258 525 252 8222522 522528222 525 8555522 58 2288288:
(XIII) 82 5 55552528525 88 5 8222522, 2552 82 88 5582 252528225 825225522 222822, 5228822525 52525 5 8588582 25882822 858 525 558 28258225 528588822 552525822 22 22225 8222 2588 825222222;
(XIV) 252 555525285258 5582 252 82258 85258822 22 22225 8222 2588 825222222;
(XV) 22 22525 5252222228 25 822255828 85885 252 5582 52258222258 2222828 22 252 8222522 258828 8228222 252 555525285258 525 22525 25855 2552828;
(XVI) 252 555525285258 525 8222522 5582 82228825 8825 588 5228885882 8588 82 588 25225858 5822828 8585 58 852 222 8828225 22 2522222 22 28228, 25528, 222582828 25 22525 2522258 85885 252 5582 5582582 222282 22 25285 5888822 22 22228288282 2252252 252 28882528228 52525 2588 825222222.
________. 552 2552828 5882 52522 22 825222822 522 22525 25522 5258282 522 8288 25 552522 2552 22525 25522 252 852225 58 5 528582 22 252 825222822822 25522'8 5828228 525/25 228888228.
18. COVENANTS
a. The Parties hereby covenant that they shall take all necessary actions to ensure that the Company conducts its Business efficiently and in accordance with the provisions of this Agreement and the Memorandum and Articles of Association of the Company; pay all relevant taxes, duties and other charges payable in compliance with the law and take all steps to protect and enforce the Company's assets, intellectual property and other legal rights.
b. The Company shall provide the Shareholders with all the necessary information including but not limited to the financial statements, books of account and other necessary information or documents as they may from time to time request.
c. The Shareholders undertake and agree to be bound with the terms and conditions of this Agreement.
19. DIVIDEND POLICY
Dividends may be distributed to Shareholders from time to time by the Directors.
The dividends shall be distributed from the Net Profits or Income of the Company and in the case where the dividends will be distributed, the Directors shall decide the time of distribution and the form of dividends to be distributed.
20. INDEMNITY
Each Party shall be indemnified of any loss, damage, expenses and costs incurred by the Party as a result of the indemnifying Party's acts or omission.
21. NON-COMPETITION
a. The Shareholders of the Company agree not to directly or indirectly engage in any business which is in competition with the Company.
b. Directly or indirectly engaging in the competitive business includes, but not limited to the following:
(I) engaging in the business as an owner, partner, or agent which competes with the Company;
(II) becoming an employee, director, adviser, independent contractor, or work directly or indirectly for any third party that is engaged in the business similar to that of the Company;
(III) becoming an investor or promoter in any of such similar businesses.
c The Parties also agree not to solicit or procure any business with any client or customer of other or the Company or hire any party contracted to work as employees, independent contractors, service providers or other paid work for the Company.
d. This provision shall apply to all the Parties for as long as they remain Shareholders and/or Directors of this Company and for the following period after this business relationship ceases: ________ to the following geographical area:
________
22. CONFIDENTIALITY OBLIGATIONS
a. Each Party acknowledges that they may have access to non-public Confidential Information and may also possess Trade Secret Information regarding the business operation of the Company. The Parties agree that such information is valuable and agree to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
b. Confidential Information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
c. Trade Secret Information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
d. The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the proprietary information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to the Company without obtaining the requisite consent;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made.
e. Each Party agree not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
23. TERMINATION
This Agreement shall commence on the Effective Date and continue to be be in force until any of the following circumstances occur:
(I) In the case any Shareholder (who is not a Director of the Company) ceases to to be a Shareholder or the Company as a result of a transfer or sale of all its shares to another party;
(II) if the Shareholders agree to terminate this Agreement;
(III) upon the declaration of bankruptcy;
(IV) upon the voluntary or involuntary dissolution of the Company.
24. WINDING UP
a. The Company may be wound up voluntarily upon the majority vote of the Shareholders of the Company. Upon winding up, the Company may appoint a liquidator who shall distribute the assets of the Company in the following manner:
(I) for the settlement of any taxes, debts and liabilities incurred by the Company;
(II) for the disbursement of cost and expenses incurred during the dissolution of the Company; and
(III) any remaining assets (whether they shall consist of property of the same or not) of the Company after winding up shall be divided amongst as dividends the Shareholders in proportion to their shareholding.
b. The liquidators may determine the how such divisions shall be carried out between the Shareholders or different classes of Shareholders.
c. The liquidator may vest the whole or part of the assets of the Company in the hands of trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit.
25. DISPUTE RESOLUTION
a. The Parties agree that they shall use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
b. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004.
c. The Arbitrators shall be appointed by the Parties.
d. The venue of Arbitration shall be the following place:
________
e. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
26. GENERAL PROVISIONS
a. Governing Law: The Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
b. Notices: All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by a certified mail to the Parties at the address written in this Agreement or attorney's address. The addresses for service of notices are as follows:
In the case of the Company to:
________
Address: ________
Attention:
Email:
In the case of the Shareholder 1 to:
________
Address: ________
Email: ________
In the case of the Shareholder 2 to:
________
Address: ________
Email: ________
c. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
d. Headings: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
e. Entire Agreement: This Agreement constitutes the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
f. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
g. Variation: This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.
h. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
i. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
j. Counterparts: This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties have executed this document in the day and year first written above.
The common seal of the within named Company
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
SIGNED by the within named Shareholder 1
______________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named Shareholder 2
______________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT is made this ________ (the "Effective Date").
BETWEEN
________, a private limited liability company duly incorporated under the laws of the Federal Republic of Nigeria of the following address:
________
hereinafter referred to as (the "Company" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Shareholder 1" and which expression shall where the context so admits include its successors-in-title and assigns)
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Shareholder 2" and which expression shall where the context so admits include its successors-in-title and assigns)
(The "Company" and the "Shareholders" shall collectively be referred to as the "Parties").
RECITAL
The Shareholders have agreed to enter into this business relationship with the Company and both the Company and the Shareholders agree to be bound by the terms and conditions of this Agreement as regulating their relationship.
NOW THEREFORE, in consideration of the mutual covenants of the Parties and other valuable consideration, the Parties hereby agree as follows:
1. DEFINITIONS
"Articles" means the Company's articles of association.
"Board" or "Board of Directors" means the group of directors in charge of the supervision and management of the Company.
"Business" means the objects and purpose of the Company as described in clause 3 of this Agreement.
"Business Days" means any week day other than weekends or any public holiday as declared by the Federal Government of Nigeria.
"Chairman" means the person who will head the meetings of the general meetings and meetings of the Board of Directors of the Company.
"Encumbrances" means any mortgage, charge, pledge, lien, security interest, or other third party right or interest in respect of any asset or security.
"Disclosing Party" means the party who shares Confidential or Trade Secret Information with the Receiving Party under this Agreement.
"Director or Directors" means a member or members of the Board of Directors.
"Drag Along Shares" means the amount of shares the Shareholders will transfer to the Offeror.
"Majority Shareholder" means the Shareholder who has the highest percentage of the Company's issued shares.
"Memorandum" means the memorandum of association of the Company.
"Net Profit/Income" means the total profits/income of the Company minus debts, costs, expenses and other liabilities incurred by the Company.
"Offeror" means the party or parties offering to purchase the Drag Along Shares from the Shareholders.
"Receiving Party" means the party that receives Confidential or Trade Secret Information from the Disclosing Party.
"Retiring Director" means the director or directors that are subject to the retirement and rotation rule.
"Transferee" means any third party willing to purchase the shares of the Transferor.
"Transferor" means any Shareholder intending to transfer their shares by way of sale.
"Transfer Shares" means the amount of shares that the Transferor is willing to sell.
"Transfer Notice" means the notice by which the Transferor offers its shares to the other Shareholders.
2. SCOPE AND OBJECTS OF THE COMPANY
The objects of the Company are described as follows:
________
Each Shareholder undertakes to be bound by the provisions of this Agreement and to co-operate with the Company and other Shareholders to ensure that the Company attains its desired purpose.
3. SHARE CAPITAL/ STRUCTURE
The Company has been incorporated under the laws of the Federal Republic of Nigeria with a share capital of ₦, divided into shares at ₦________ each, of which shares have been issued. The following represents the number of shares issued to the Shareholders of the Company with their percentage ownership:
(I) ________: shares, representing ________% ownership in the Company.
(II) ________: shares, representing ________% ownership in the Company.
The shares held by the Shareholders above represent part of the shares of the Company. The Company hereby acknowledges that the shares have been fully paid up by all the Shareholders.
4. TRANSFER OF SHARES
A Shareholder shall have the right to transfer or sell all or part of their shareholding in the Company to personal representative, subsidiaries, or any other party provided always that the sale or transfer shall be done according to the provisions of the Articles of the Company. In the case of a sale, the shares are sold at the market value and a proper instrument of transfer has been executed.
The Shareholders hereby agree not to sell the Transfer Shares to any third party or a non-member of the Company without first offering the said shares to the existing Shareholders.
If any Shareholder wishes to sell, transfer, or otherwise dispose of part or all of their shares, the selling shareholder (also known as the Transferor) shall give a Transfer Notice to the other Shareholder(s) of the Company.
The other Shareholder(s) shall have a maximum of ________ Business Days from the date of the issuance of the Transfer Notice to either accept or reject the offer of the Transferor. If the Transferor receives no response from the Shareholders during this period, or the Shareholders decline the offer, it shall be deemed that the Shareholder(s) has no interest in the unsold Transfer Shares, and Transferor shall have the right to sell the unsold Transfer Shares to any third party at a price equal to or higher than the price at issue.
If the Shareholders refuse to purchase all the Transfer Shares, the Transferor shall have the right to sell the unsold Transfer Shares to any third party.
The Company shall have the right to purchase the shares of the Shareholders if one or more of the following circumstances occur:
(I) If the Shareholder being an employee of the Company, ceases to become an employee;
(II) If the Shareholder is declared bankrupt by a court of competent jurisdiction;
(III) If the Shareholder becomes a person of unsound mind.
5. VALUATION OF SHARES
If either of the Shareholders exercise the right to purchase the Transfer Shares as seen in the preceding clause, the Transfer Shares shall be sold at a fair market value.
6. PREEMPTIVE RIGHT OF THE SHAREHOLDERS
a. The Company shall not allot any new or unissued shares unless the same shares are offered in the first instance to all the Shareholders in the proportion as nearly as may be to their existing holdings, and each offer shall be made by a notice from the Company, specifying the price per new share and the date within which the offer closes.
b. If the Company proposes new shares, the new shares shall be offered for subscription in cash or consideration other than cash.
c. The subscription price shall be determined by the Board of Directors or, if not so agreed, a fair price shall be determined by the auditors.
d. Where a Shareholder declines this offer, the Board of Directors may, subject to the terms of any resolution of the Company, dispose of the shares at a price not less than that specified in the offer and such manner and terms as they think most beneficial to the Company.
7. ACQUISITION OF SHARES BY THE COMPANY
The Shareholders acknowledge that the Company shall have the right to buy back its shares from the following:
(I) the existing Shareholder(s) or security holders of the Company on a proportionate basis;
(II) the existing Shareholder(s) in a manner permitted pursuant to a scheme of arrangement sanctioned by the court;
(III) the open market; and
(IV) employees who have been issued shares pursuant to a scheme of stock option or any other similar scheme.
8. DRAG ALONG RIGHTS
a. If the Majority Shareholder wishes to transfer its shares in the Company to an independent third party other than a Shareholder of the Company in a merger or acquisition transaction, the Majority Shareholder shall have the right to compel the other Shareholders to transfer their shares by way of sale to the Offeror and the Shareholders shall be entitled to the same price, terms and conditions of any other seller.
b. This right may be exercisable by the Majority Shareholder upon the issuance of the following prior notice of this intention: ________ to all the Shareholders. Such notice shall state the amount of Drag along Shares, the price, and the terms and conditions of the sale.
c. Upon the expiration of this notice, the Shareholders shall become bound to accept the offer from the Offeror and sell their shares free from all encumbrances and execute all such documents and do all such things that may be necessary for the complete transfer of the shares.
9. TAG-ALONG RIGHTS
a. If the Majority Shareholder wishes to sell its shareholding interests to a third party, the other Shareholders shall have the same right to request that the third parties purchases their shareholding interest on the same terms and conditions as agreed with the third party and the Majority Shareholder and the Company shall take all reasonable measures to validate such sale or transfers.
b. Pursuant to the above, each Shareholder shall have the right to either exercise the tag-along right on the aforementioned terms or negotiate new terms with the third party.
10. MANAGEMENT AND CONTROL
a. Composition of the Board: Subject to the terms and conditions of this Agreement, each Shareholder shall become a director of the Company and shall make up the Board of Directors of the Company.
The Directors of the Company shall be responsible for overseeing the management, running of the Company, and maintenance of the Company books and accounting records.
The Board of Directors shall hold regular meetings that are expedient for the efficient management of the Company.
b. Chairman of the Board of Directors: The Chairman of the board shall be nominated by the Board of Directors and shall preside over all the meetings of the Board.
If the Chairman is not present at any meeting, the Board of Directors may elect any Director present to preside over that meeting. In the event of any deadlock, the Chairman shall have a casting vote.
c. The Managing Director/Chief Executive Officer of the Company: The Managing Director of the Company shall be appointed by the Directors in a Board meeting and shall be a member of the Board of Directors. The term of the Managing Director shall be as follows: ________.
The Company shall compensate the Directors with the payment of attendance/sitting fees and Director's fees. The Company shall also reimburse reasonable expenses incurred in carrying out the roles of directors as approved by the Shareholders in a general meeting.
d. Company Secretary: The Company Secretary shall be appointed by the Directors for such term and such remuneration and upon such condition, as they may think fit. The duties and responsibilities of the Company secretary include but not limited to the following:
(I) assisting the Chairman and the CEO/MD to determine the annual Board plan and with the administration of other strategic issues at Board level;
(II) providing the Board and Directors individually, with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Company;
(III) circulation of notice of Board and company meetings to the Directors, members of Company, and other persons required to attend meetings;
(IV) compilation of Board papers and ensuring that the Board's discussion and decisions are clearly and properly recorded and communicated to the relevant persons;
(V) provision of a central source of guidance and advice to the Board and the Company, on matters of ethics, conflicts of interest and good corporate governance.
e. Retirement and Rotation of the Directors
All the Directors of the Company shall retire at every annual general meeting. The Retiring Director(s) may be re-elected by the Shareholders in an annual general meeting.
11. POWERS AND DUTIES OF DIRECTORS
a. The business of the Company shall be managed by the Directors, who may exercise such powers of the Company in accordance with the provisions of the law and the Company's memorandum and articles of association.
b. Every Director of the Company shall hold at least (________) shares in the Company.
c. A Director may hold any other office or place of profit under the Company (other than the office of the auditor) in conjunction with his office as Director for such period and on such terms as the other Director(s) may determine.
d. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be endorsed in such manner as the Directors may from time to time determine by resolution.
e. The Directors shall cause proper books of accounts to be kept, which include:
(I) all sums of money received and expended by the Company;
(II) all sales and purchases of the Company; and
(III) the assets and liabilities of the Company.
f. The books of accounts shall be kept at the registered office of the Company or at such other place as the directors think fit, and shall always be open to inspection.
g. The Directors shall from time to time, cause to be prepared and to be laid before the Company in general meeting, such profits and loss accounts, balance sheets, group accounts (if any) and reports.
12. CORPORATE LIMITS
The Company may not undertake certain actions without obtaining the prior approval of the Shareholders. Such actions include:
(I) Sale or Disposal of Asset. The Company shall not sell any asset of the Company having value of more than 50% of the Company's total assets without the approval of all the Shareholders of the Company.
(II) Acquisition of Asset. The Company shall not acquire any new asset without the approval of at least majority of the Shareholders.
(III) Issuance or Allotment of Shares. The Company shall not allot shares without the approval of all the Shareholders of the Company.
(IV) Variation of Rights. The variation of any class of shares will be done according to the provision of the Company's Articles.
(V) Obtaining a Loan. In exercising the Company's borrowing powers, the directors of the Company shall not borrow an amount exceeding ₦________ (________) without the approval of at least majority of the Shareholders.
(VI) Amendment of the Articles of Association. The Company shall not amend or alter any part of the Company's Articles without the approval of the Shareholders of the Company obtained by a special resolution of the Shareholders in a general meeting.
13. APPOINTMENT AND REMOVAL OF A DIRECTOR
a. A Director may be removed if one or more of the following circumstances occur:
________
b. A Director may be removed by the Company at a general meeting in the following manner:
________
14. MEETING OF THE BOARD OF DIRECTORS
a. Board meetings shall be convened at regular intervals.
b. Notwithstanding anything to the contrary in this Agreement, all decisions of the Board shall be by majority vote of the directors.
c. Resolutions of the Board shall be validly passed, if a quorum is present and, except as otherwise provided in this Agreement, by majority vote.
d. The quorum for the meeting of the Directors shall be ________ (________).
e. If after 1 (one) hour (or such other time as agreed by the directors), from the time appointed for the meeting of directors, a quorum is not present, the meeting shall stand adjourned to another day.
f. Each Director shall be entitled to 1 (one) vote. The votes shall be cast by show of hands and in the event of equality of votes at a meeting of the Board, the Chairman shall be entitled to vote.
g. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the directors, shall be valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
15. MEETINGS OF THE SHAREHOLDERS
a. The meetings of the Company shall be held in accordance with the following:
(I) Annual General Meetings: The Company shall hold its annual general meetings in the following period each year: ________. All businesses that are transacted at the ordinary general meeting shall be deemed special except declaration of dividend, the consideration of accounts, balance sheets and reports of the Directors and auditors, the election of Directors in place of those retiring and the appointment and fixing the remuneration of the auditors.
(II) Extraordinary General Meetings: An extraordinary may be convened by the Board of Directors whenever they deem fit. Any Shareholder may requisition an extraordinary general meeting and such meeting may be convened by the Directors within 21 Business Days (or any shorter date as agreed by the Shareholders) from the date of the deposit of the requisition.
b. The notice of any meeting shall be sent to the Shareholders at least 21 days prior to the date of the meeting stating the agenda or business of the meeting.
c. The resolution shall be passed by a majority vote of the Shareholders.
d. No business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.
e. Save as herein provided, the quorum shall be ________ (________) Shareholders of the Company present and having the right to vote.
f. If within half an hour from the time appointed for the meeting a quorum is not present the meeting shall, if convened upon the requisition of members shall be dissolved; in any other case, it shall stand adjourned to the same day next day at the same time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the appointed time for the meeting, the members present shall be a quorum.
g. The Chairman shall preside as Chairman at any general meeting of the Company, if the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is not willing to act, the Directors present shall elect one of their number to preside over the meeting.
16. 5855 82 585 588858828585
IV. 82 522 2222558 2222822, 5 5282852822 252 22 252 85282 22 252 2222822 85588 82 5288525 22 5 8528 22 55258 528288 5 2288 88 (822252 25 22 252 52885552822 22 252 528582 22 252 8528 22 55258) 52252525 82:
(V) 252 85585252;
(VI) 52 82582 25522 555525285258 2528222 82 225822 25 25252; 25
(VII) 82 522 55552528525 25 555525285258 2528222 82 225822 25 82 25252 525 522528222822 222 8288 2552 222 22225 22 252 22258 822822 582528 22 588 252 2228258 558822 252 58252 22 8222 52 252 2222822; 25
(VIII) 82 5 222825 25 2228258 5285822 855528 82 252 8222522 8222255822 5 58252 22 8222 52 252 2222822 82822 855528 22 85885 52 522522522 852 558 8222 2585 52 22 588 252 855528 8222255822 2552 58252.
IX. 82 522 2222558 2222822, 5 5282852822 252 22 252 85282 2222822 85588 82 82 8528 22 55258 525 28252 55552528525 2528222 82 225822 25 82 5 25252 85588 5582 222 8222 525 22 5 2288, 28252 55552528525 85588 5582 222 8222 225 2585 85552 85885 52 88 252 528525.
X. 552 8282552222 5222822822 5 25252 525 252 22825 22 52225222 25 22525 552525822, 82 522 52525 85885 82 88 882225 25 5 825282825 8222 22 2552 22825 25 552525822 85588 82 522288225 52 252 5228822525 222882 25 5255 222882 22 252 8222522.
XI. 552 8282552222 5222822822 5 25252 85588 82 522225 22 822225 552525822 22 522525 25 2282 82 522525822 5 2288.
XII. 822 82522552822 85885 88 5 222825 22 252 8222522 252 82 5282852822 22 828 585282258 25 22525 228252822 8252 552525822 8585 225822 58 82 258228 282 22 582 58 828 522528222528828 52 522 2222822 22 252 8222522 25 522 88588 22 2228258 22 252 8222522, 525 252 225822 5525258225 85588 82 22282825 22 25258882 252 8522 228258 22 825582 22 252 82522552822 85885 52 5225282228 58 2552 82522552822 28252 25258882 82 82 8252 52 8258885558 222825 22 252 8222522.
17. 852855585855885 888 2888885555 82 585 2885555
________. 552 555525285258 525 252 8222522 522528222 525 8555522 58 2288288:
(XIII) 82 5 55552528525 88 5 8222522, 2552 82 88 5582 252528225 825225522 222822, 5228822525 52525 5 8588582 25882822 858 525 558 28258225 528588822 552525822 22 22225 8222 2588 825222222;
(XIV) 252 555525285258 5582 252 82258 85258822 22 22225 8222 2588 825222222;
(XV) 22 22525 5252222228 25 822255828 85885 252 5582 52258222258 2222828 22 252 8222522 258828 8228222 252 555525285258 525 22525 25855 2552828;
(XVI) 252 555525285258 525 8222522 5582 82228825 8825 588 5228885882 8588 82 588 25225858 5822828 8585 58 852 222 8828225 22 2522222 22 28228, 25528, 222582828 25 22525 2522258 85885 252 5582 5582582 222282 22 25285 5888822 22 22228288282 2252252 252 28882528228 52525 2588 825222222.
________. 552 2552828 5882 52522 22 825222822 522 22525 25522 5258282 522 8288 25 552522 2552 22525 25522 252 852225 58 5 528582 22 252 825222822822 25522'8 5828228 525/25 228888228.
18. COVENANTS
a. The Parties hereby covenant that they shall take all necessary actions to ensure that the Company conducts its Business efficiently and in accordance with the provisions of this Agreement and the Memorandum and Articles of Association of the Company; pay all relevant taxes, duties and other charges payable in compliance with the law and take all steps to protect and enforce the Company's assets, intellectual property and other legal rights.
b. The Company shall provide the Shareholders with all the necessary information including but not limited to the financial statements, books of account and other necessary information or documents as they may from time to time request.
c. The Shareholders undertake and agree to be bound with the terms and conditions of this Agreement.
19. DIVIDEND POLICY
Dividends may be distributed to Shareholders from time to time by the Directors.
The dividends shall be distributed from the Net Profits or Income of the Company and in the case where the dividends will be distributed, the Directors shall decide the time of distribution and the form of dividends to be distributed.
20. INDEMNITY
Each Party shall be indemnified of any loss, damage, expenses and costs incurred by the Party as a result of the indemnifying Party's acts or omission.
21. NON-COMPETITION
a. The Shareholders of the Company agree not to directly or indirectly engage in any business which is in competition with the Company.
b. Directly or indirectly engaging in the competitive business includes, but not limited to the following:
(I) engaging in the business as an owner, partner, or agent which competes with the Company;
(II) becoming an employee, director, adviser, independent contractor, or work directly or indirectly for any third party that is engaged in the business similar to that of the Company;
(III) becoming an investor or promoter in any of such similar businesses.
c The Parties also agree not to solicit or procure any business with any client or customer of other or the Company or hire any party contracted to work as employees, independent contractors, service providers or other paid work for the Company.
d. This provision shall apply to all the Parties for as long as they remain Shareholders and/or Directors of this Company and for the following period after this business relationship ceases: ________ to the following geographical area:
________
22. CONFIDENTIALITY OBLIGATIONS
a. Each Party acknowledges that they may have access to non-public Confidential Information and may also possess Trade Secret Information regarding the business operation of the Company. The Parties agree that such information is valuable and agree to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
b. Confidential Information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
c. Trade Secret Information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
d. The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the proprietary information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to the Company without obtaining the requisite consent;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made.
e. Each Party agree not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
23. TERMINATION
This Agreement shall commence on the Effective Date and continue to be be in force until any of the following circumstances occur:
(I) In the case any Shareholder (who is not a Director of the Company) ceases to to be a Shareholder or the Company as a result of a transfer or sale of all its shares to another party;
(II) if the Shareholders agree to terminate this Agreement;
(III) upon the declaration of bankruptcy;
(IV) upon the voluntary or involuntary dissolution of the Company.
24. WINDING UP
a. The Company may be wound up voluntarily upon the majority vote of the Shareholders of the Company. Upon winding up, the Company may appoint a liquidator who shall distribute the assets of the Company in the following manner:
(I) for the settlement of any taxes, debts and liabilities incurred by the Company;
(II) for the disbursement of cost and expenses incurred during the dissolution of the Company; and
(III) any remaining assets (whether they shall consist of property of the same or not) of the Company after winding up shall be divided amongst as dividends the Shareholders in proportion to their shareholding.
b. The liquidators may determine the how such divisions shall be carried out between the Shareholders or different classes of Shareholders.
c. The liquidator may vest the whole or part of the assets of the Company in the hands of trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit.
25. DISPUTE RESOLUTION
a. The Parties agree that they shall use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
b. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004.
c. The Arbitrators shall be appointed by the Parties.
d. The venue of Arbitration shall be the following place:
________
e. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
26. GENERAL PROVISIONS
a. Governing Law: The Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
b. Notices: All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by a certified mail to the Parties at the address written in this Agreement or attorney's address. The addresses for service of notices are as follows:
In the case of the Company to:
________
Address: ________
Attention:
Email:
In the case of the Shareholder 1 to:
________
Address: ________
Email: ________
In the case of the Shareholder 2 to:
________
Address: ________
Email: ________
c. Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
d. Headings: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
e. Entire Agreement: This Agreement constitutes the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
f. Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
g. Variation: This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.
h. Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
i. Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
j. Counterparts: This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties have executed this document in the day and year first written above.
The common seal of the within named Company
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
SIGNED by the within named Shareholder 1
______________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named Shareholder 2
______________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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