Deed of Adherence (for Shareholders Agreement) - Form

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. WARRANTIES AND REPRESENTATIONS OF THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders hereby make the following representations:

(I) that the Company is a private limited liability company duly incorporated and validly existing under the laws of the Federal Republic of Nigeria and has the full power and authority to enter into and perform its obligations under this Deed;

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

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

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

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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;

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(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..........................................................................................................