DEED OF ADHERENCE
THIS DEED OF ADHERENCE is made on ________ (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 "New Shareholder" and which expression shall where the context so admits include its successors-in-title and assigns);
AND
________, an individual of the following address:
________
________, an individual of the following address:
________
(the existing shareholders shall hereinafter be referred to as the "Shareholders" and which expression shall where the context so admits include its successors-in-title and assigns)
(The "Company", the "New Shareholder", and the "Shareholders" shall collectively be referred to as the "Parties").
BACKGROUND
This Deed is an addendum to a Shareholders Agreement which was executed on between the Company, and the Shareholders.
The New Shareholder desires to subscribe to the Shares of the Company, and the Company desires to issue new shares to the New Shareholder.
The New Shareholder desires to become a party to the Shareholders Agreement, and the Company and the other Shareholders of the Company agree that the New Shareholder becomes a party to the Shareholders Agreement according to the terms and conditions of this Deed.
1. DEFINITIONS
"Deed" means this Deed of Affirmation.
"Shareholders Agreement" means the agreement between the Company and the Shareholders dated .
"Shareholder" means the existing shareholder or shareholders of the Company that are parties to the Shareholders Agreement.
"Shares" means the total number of shares that were issued to the New Shareholder, which is: .
2. SHAREHOLDERS AGREEMENT
The Company hereby acknowledges that:
(I) From the Commencement Date, the New Shareholder shall become a Party to the Shareholders Agreement dated ;
(II) the New Shareholder shall be granted the rights, interests, and entitlements given to Shareholders under the Shareholders Agreement; and
(III) the New Shareholder shall be subject to the same obligations and liabilities as stipulated under the Shareholders Agreement.
3. 2888885555 888 85285558585588 82 585 8822888
552 8222522 525 252 555525285258 525282 2522 252 228828822 522528222528228 525 8555522828:
(5) 2552 252 8222522 88 5 5582 252528225 825225522 222822, 5228822525 52525 5 8588582 25882822 858, 82 558 85258822 525 558 28258225 252 528588822 552525822 22 22225 8222 252 555525285258 825222222;
(55) 2552 252 55552528525 558 252 82258 85258822 525 552525822 22 22225 525 2528522 2588 8225 525 2582888 25285 28882528228 82 252 555525285258 825222222;
(555) 2552 252 555525285258 552 222 2552828 22 522 22525 5252222228 85885 252 5582 5 52258222258 222282 22 252 8222522; 525
(55) 2552 252 555525285258 525 252 8222522 5582 82228825 8825 588 5228885882 8588 82 588 25225858 5822828, 85885 8288552, 852 552 222 8828225 22 252 2522222 22 28228, 25528, 222582828, 25 22525 2522258 85885 252 5582 52 5582582 222282 22 25285 5888822 22 22228288282 2582888 252 22528 22 2588 8225 525 252 555525285258 825222222.
552 2552828 5882 52522 22 825222822 522 22525 25522 5258282 522 8288 25 552522 2552 252 22525 25522 252 852225 58 5 528582 22 252 825222822822 25522'8 5828228 525/25 228888228.
4. WARRANTIES AND REPRESENTATIONS OF THE NEW SHAREHOLDER
The New Shareholder hereby makes the following representation:
(I) that the New Shareholder has the full capacity, power, and authority to enter into a contractual relationship; to perform and carry out the obligations under this Deed or the Shareholders Agreement;
(II) that the New Shareholder is not bankrupt or has not been declared bankrupt by a court of competent jurisdiction;
(III) the New Shareholder has complied with all applicable laws in all material aspects such as but not limited to payment of fines, taxes, penalties or other matters which may have an adverse effect on their ability to effectively perform the obligations under this Deed or the Shareholders Agreement.
(IV) that there are no laws, regulations, rulings, court orders, agreements, or other legal impediments that may prevent the New Shareholder from entering into this Deed or from performing and observing all the obligations under this Deed or the Shareholders Agreement.
5. ACCEPTANCE OF LIABILITY
The New Shareholder undertakes that they have read and understood the contents of the Shareholders Agreement, and the New Shareholder agrees to observe, perform, and be bound by all terms and conditions of the Shareholder Agreement.
6. NOTICES
All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by certified mail to the Parties at the address written in this Agreement or the attorney's address. The addresses for service of notices are as follows:
In the case of the Company to:
________
Address: ________
Email: ________
In the case of the New Shareholder to:
Address:
Email:
In the case of the Shareholders to:
1. ________
Address: ________
Email: ________
2. ________
Address: ________
Email: ________
7. HEADINGS
Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
8. GOVERNING LAW
This Deed shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
9. ENTIRE AGREEMENT
This Deed and the Shareholders Agreement constitutes the entire agreement between the Parties and shall supersede any prior written or oral agreement made between the Parties.
10. 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.
IN WITNESS WHEREOF the Parties have executed this Deed on 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 New Shareholder
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by ________
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by ________
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
DEED OF ADHERENCE
THIS DEED OF ADHERENCE is made on ________ (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 "New Shareholder" and which expression shall where the context so admits include its successors-in-title and assigns);
AND
________, an individual of the following address:
________
________, an individual of the following address:
________
(the existing shareholders shall hereinafter be referred to as the "Shareholders" and which expression shall where the context so admits include its successors-in-title and assigns)
(The "Company", the "New Shareholder", and the "Shareholders" shall collectively be referred to as the "Parties").
BACKGROUND
This Deed is an addendum to a Shareholders Agreement which was executed on between the Company, and the Shareholders.
The New Shareholder desires to subscribe to the Shares of the Company, and the Company desires to issue new shares to the New Shareholder.
The New Shareholder desires to become a party to the Shareholders Agreement, and the Company and the other Shareholders of the Company agree that the New Shareholder becomes a party to the Shareholders Agreement according to the terms and conditions of this Deed.
1. DEFINITIONS
"Deed" means this Deed of Affirmation.
"Shareholders Agreement" means the agreement between the Company and the Shareholders dated .
"Shareholder" means the existing shareholder or shareholders of the Company that are parties to the Shareholders Agreement.
"Shares" means the total number of shares that were issued to the New Shareholder, which is: .
2. SHAREHOLDERS AGREEMENT
The Company hereby acknowledges that:
(I) From the Commencement Date, the New Shareholder shall become a Party to the Shareholders Agreement dated ;
(II) the New Shareholder shall be granted the rights, interests, and entitlements given to Shareholders under the Shareholders Agreement; and
(III) the New Shareholder shall be subject to the same obligations and liabilities as stipulated under the Shareholders Agreement.
3. 2888885555 888 85285558585588 82 585 8822888
552 8222522 525 252 555525285258 525282 2522 252 228828822 522528222528228 525 8555522828:
(5) 2552 252 8222522 88 5 5582 252528225 825225522 222822, 5228822525 52525 5 8588582 25882822 858, 82 558 85258822 525 558 28258225 252 528588822 552525822 22 22225 8222 252 555525285258 825222222;
(55) 2552 252 55552528525 558 252 82258 85258822 525 552525822 22 22225 525 2528522 2588 8225 525 2582888 25285 28882528228 82 252 555525285258 825222222;
(555) 2552 252 555525285258 552 222 2552828 22 522 22525 5252222228 85885 252 5582 5 52258222258 222282 22 252 8222522; 525
(55) 2552 252 555525285258 525 252 8222522 5582 82228825 8825 588 5228885882 8588 82 588 25225858 5822828, 85885 8288552, 852 552 222 8828225 22 252 2522222 22 28228, 25528, 222582828, 25 22525 2522258 85885 252 5582 52 5582582 222282 22 25285 5888822 22 22228288282 2582888 252 22528 22 2588 8225 525 252 555525285258 825222222.
552 2552828 5882 52522 22 825222822 522 22525 25522 5258282 522 8288 25 552522 2552 252 22525 25522 252 852225 58 5 528582 22 252 825222822822 25522'8 5828228 525/25 228888228.
4. WARRANTIES AND REPRESENTATIONS OF THE NEW SHAREHOLDER
The New Shareholder hereby makes the following representation:
(I) that the New Shareholder has the full capacity, power, and authority to enter into a contractual relationship; to perform and carry out the obligations under this Deed or the Shareholders Agreement;
(II) that the New Shareholder is not bankrupt or has not been declared bankrupt by a court of competent jurisdiction;
(III) the New Shareholder has complied with all applicable laws in all material aspects such as but not limited to payment of fines, taxes, penalties or other matters which may have an adverse effect on their ability to effectively perform the obligations under this Deed or the Shareholders Agreement.
(IV) that there are no laws, regulations, rulings, court orders, agreements, or other legal impediments that may prevent the New Shareholder from entering into this Deed or from performing and observing all the obligations under this Deed or the Shareholders Agreement.
5. ACCEPTANCE OF LIABILITY
The New Shareholder undertakes that they have read and understood the contents of the Shareholders Agreement, and the New Shareholder agrees to observe, perform, and be bound by all terms and conditions of the Shareholder Agreement.
6. NOTICES
All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by certified mail to the Parties at the address written in this Agreement or the attorney's address. The addresses for service of notices are as follows:
In the case of the Company to:
________
Address: ________
Email: ________
In the case of the New Shareholder to:
Address:
Email:
In the case of the Shareholders to:
1. ________
Address: ________
Email: ________
2. ________
Address: ________
Email: ________
7. HEADINGS
Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
8. GOVERNING LAW
This Deed shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
9. ENTIRE AGREEMENT
This Deed and the Shareholders Agreement constitutes the entire agreement between the Parties and shall supersede any prior written or oral agreement made between the Parties.
10. 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.
IN WITNESS WHEREOF the Parties have executed this Deed on 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 New Shareholder
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by ________
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by ________
______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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