Deed of Adherence (for Shareholders Agreement) - Form Pro · NG-law

DEED OF ADHERENCE

THIS DEED OF ADHERENCE (this "Deed") is made on this ________ (the "Effective Date").

BETWEEN

________, a private company limited by shares duly incorporated under the Companies and Allied Matters Act 2020 and registered with the Corporate Affairs Commission with RC Number ________, having its registered office at:

________

(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 holding means of identification number ________ and residing at:

________

(hereinafter referred to as the "New Shareholder", which expression shall, where the context so admits, include his/her heirs, successors-in-title, personal representatives and assigns) of the SECOND PART;

AND

________, an individual residing at:

________

________, an individual residing at:

________

(the existing shareholders shall hereinafter collectively be referred to as the "Shareholders", which expression shall, where the context so admits, include their respective heirs, successors-in-title, personal representatives and assigns) of the THIRD PART.

(The Company, the New Shareholder and the Shareholders shall hereinafter collectively be referred to as the "Parties" and individually as a "Party".)

RECITALS / BACKGROUND

(A) This Deed is supplemental and an addendum to a Shareholders Agreement executed on ________ between the Company and the Shareholders (the "Shareholders Agreement").

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur.

(C) The New Shareholder desires to become a party to the Shareholders Agreement, and the Company and the Shareholders agree that the New Shareholder shall become a party to the Shareholders Agreement upon the terms and conditions of this Deed.

NOW THIS DEED WITNESSES as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 "CAMA" means the Companies and Allied Matters Act 2020 and any amendment, modification or re-enactment thereof.

1.2 "Deed" means this Deed of Adherence.

1.3 "Shareholders Agreement" means the agreement between the Company and the Shareholders dated ________, as may be amended, supplemented or varied from time to time.

1.4 "Shareholder" means an existing shareholder of the Company that is a party to the Shareholders Agreement.

1.5 "Shares" means the ________ ordinary shares of the Company to be issued and/or transferred to the New Shareholder, representing ________ of the issued share capital of the Company.

1.6 In this Deed, words importing the singular include the plural and vice versa, and words importing one gender include the other genders. Reference to any statute includes any amendment or re-enactment thereof.

2. ADHERENCE TO THE SHAREHOLDERS AGREEMENT

The Company and the Shareholders hereby acknowledge and agree, and the New Shareholder hereby covenants, that:

(I) with effect from the Effective Date, the New Shareholder shall become a Party to the Shareholders Agreement dated ________ as if the New Shareholder had been an original party thereto;

(II) the New Shareholder shall be entitled to the rights, interests and entitlements conferred on the Shareholders under the Shareholders Agreement; and

(III) the New Shareholder shall be bound by, and shall observe and perform, all the obligations and liabilities of a Shareholder as stipulated under the Shareholders Agreement.

3. WARRANTIES AND REPRESENTATIONS OF THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders hereby represent and warrant to the New Shareholder that:

(I) the Company is a private company limited by shares duly incorporated and validly existing under CAMA and has the full power and authority to enter into and perform its obligations under this Deed;

(II) the Company and the Shareholders have the full capacity, power and authority to enter into a contractual relationship and to perform and carry out their respective obligations under this Deed and the Shareholders Agreement;

(III) the Shares to be issued and/or transferred to the New Shareholder are free from all liens, charges, encumbrances and third-party rights of whatsoever nature;

(IV) the Company and the Shareholders have obtained all necessary consents, board and shareholder resolutions, approvals and authorisations required for the issuance and/or transfer of the Shares to the New Shareholder and for the New Shareholder to become a party to the Shareholders Agreement; and

(V) there are no laws, regulations, rulings, court orders, agreements or other legal impediments that may prevent the Company or the Shareholders from entering into this Deed or from performing and observing all the obligations under this Deed or the Shareholders Agreement.

4. WARRANTIES AND REPRESENTATIONS OF THE NEW SHAREHOLDER

The New Shareholder hereby represents and warrants that:

(I) the New Shareholder has the full capacity, power and authority to enter into a contractual relationship and to perform and carry out the obligations under this Deed and the Shareholders Agreement;

(II) the New Shareholder is not bankrupt and has not been declared bankrupt by any court of competent jurisdiction;

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum.

(IV) 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 and confirms that he/she has read and understood the contents of the Shareholders Agreement, and the New Shareholder hereby agrees to observe, perform and be bound by all the terms and conditions of the Shareholders Agreement with effect from the Effective Date.

6. DATA PROTECTION

The Parties agree to comply with the provisions of the Nigeria Data Protection Act 2023 and all applicable subsidiary legislation in respect of any personal data processed in connection with this Deed, and shall process such personal data only for the lawful purposes contemplated herein.

7. NOTICES

All notices under this Deed shall be in writing and shall be delivered personally, sent by registered or certified post, or sent by electronic mail to the Parties at the addresses set out below (or such other address as a Party may notify in writing). The addresses for service of notices are as follows:

In the case of the Company:

________

Address: ________

Email: ________

In the case of the New Shareholder:

________

Address: ________

Email: ________

In the case of the Shareholders:

1. ________

Address: ________

Email: ________

2. ________

Address: ________

Email: ________

8. HEADINGS

Headings in this Deed are for convenience only and shall not be construed to limit or otherwise affect the construction or interpretation of the terms of this Deed.

9. SEVERABILITY

If any provision of this Deed is or becomes invalid, illegal or unenforceable under the laws of the Federal Republic of Nigeria, such provision shall be deemed severed to the extent of such invalidity, illegality or unenforceability, and the remaining provisions shall continue in full force and effect.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

10.2 Any dispute, controversy or claim arising out of or in connection with this Deed shall first be resolved amicably by the Parties. Where the Parties are unable to resolve the dispute within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be ________ and the proceedings shall be conducted in the English language.

11. ENTIRE AGREEMENT

This Deed and the Shareholders Agreement constitute the entire agreement between the Parties and supersede all prior written or oral agreements, arrangements or understandings between the Parties relating to the subject matter hereof.

12. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents, take all such actions and procure the performance of all such acts as may be necessary or incidental to give full effect to the provisions of this Deed.

IN WITNESS WHEREOF the Parties have executed this Deed as a Deed on the day and year first above written.

EXECUTED AS A DEED by the within-named Company,

________,

acting by:

________________________

DIRECTOR

Name: ________

________________________

DIRECTOR/COMPANY SECRETARY

Name: ________

SIGNED, SEALED AND DELIVERED by the New Shareholder,

________

______________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED, SEALED AND DELIVERED by ________

______________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED, SEALED AND DELIVERED by ________

______________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................