Back to top

Share Subscription Agreement

Progress:
0%
?
X

In this agreement, the company issuing the shares can sell its own shares. This happens when the company has some shares that are unallotted either because the company has increased its share capital or has not increased its share capital but has unallotted shares. Indicate if this agreement is for the sale of shares by the issuing company or sale of shares by a shareholder of a company.

Need
help?
Customize the template

SHARE SUBSCRIPTION AGREEMENT

THIS SHARE SUBSCRIPTION AGREEMENT is made on ________.

BETWEEN

________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria, with registration number: ________ and having its principal place of business at the following address:

________

(hereinafter referred to as the "Company")

AND

________, having its address as follows:

________

(hereinafter referred to as "Investor")

WHEREAS

A. The Company has a share capital of ₦________ (________) and ________ (________) shares of which ________ (________) shares are unissued.

B. The Company is desirous of allotting the Subscription Shares to the Investors and the Investor is willing to subscribe to its respective proportion of the Subscription Shares and pay the Consideration as agreed between the Parties.


1. DEFINITIONS

"Act" means the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004.

"Agreement" means this Share Subscription Agreement.

"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate, creditors and shareholders approvals or consent.

"Business" means the business of the Company as specified in the Company's Articles.

"Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks are open for general business in Nigeria.

"CAC" means the Corporate Affairs Commission, established pursuant to the Act.

"Completion" means the process of completing the sale and purchase of the Shares in accordance.

"Completion Date" means the date by which all the requirement for completion have been fulfilled and that is on ________.

"Consideration" means the sum to be paid by the Investors in exchange for the Subscription Shares.

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien option, right of retention of title or any other form of security interest or any obligation (including any conditional any conditional obligation) to create any of the same.

"Full Title Guarantee" means the Company's right to allot Subscription Shares with good title and free from any Encumbrance.

"Material Adverse Change" means any change that may adversely affect:

(I) the assets, business, liabilities, financial condition and operation of the Company;

(II) the ability of the Company to perform its obligations under this Agreement; and

(III) the validity and enforceability of this Agreement.

"Subscription Shares" means the ________ ordinary shares at ₦________ (________) each which shall be issued to the Investor under this Agreement.

"Transaction" means the subscription of shares by the Investor.


2.
AGREEMENT FOR SUBSCRIPTION OF THE SUBSCRIPTION SHARES

a. Subject to the terms of this Agreement, the Company hereby agrees to issue ________ ordinary shares to the Investor.

b. The Company, with Full Title Guarantee, agrees and undertakes to allot the Subscription Shares free from all encumbrance to the Investor and from the Completion Date, all rights, titles and beneficial interest attaching or accruing on the Subscription Shares, including any dividend distributions shall unconditionally become the property of the Investor.

3. THE CONSIDERATION

The total Consideration for the Subscription Shares shall be ₦________ (________).

4. TERMS OF PAYMENT AND POSSESSION

a. The Consideration shall be paid in equal installments.

b. The Investor shall pay the sum of ₦________ (________) every week for a period of ________ (________) weeks.

c. The first installment shall be paid on ________.

d. The above payment shall be made by the Investor to the Company by cash.

5. OWNERSHIP AND TITLE TO THE SUBSCRIPTION SHARES

a. The Company shall on the Completion Date, transfer the ownership and title to the Subscription Shares to the Investor on the date of payment. Provided that the Investor shall not be responsible for any liability previously incurred by the Company prior to the Completion Date.

b. The Investor shall not own or exercise any ownership rights or benefits over any part of the Subscription Shares for which the Company has not received payment.


6. CONDITION PRECEDENT

The Investor shall not pay the Consideration and subscribe for the Subscription Shares unless the following conditions are satisfied:

(I) this Agreement and any other agreement entered into by the Parties in connection with the Share Subscription by the Investor have been duly executed by all the Parties;

(II) the authorized share capital of the Company has increased;

(III) the Board of Directors of the Company has passed a resolution approving the allotment of the Subscription Shares;

(IV) the Warranties shall be true and correct as though it was made on the Completion Date.


7. COMPLETION

a. This Transaction will be closed on ________.

b. The closing will take place at the following:

________

c. The sale and purchase shall be completed when:

(I) the conditions precedents to the transfer of the ownership has been satisfied in full or waived by mutual agreement;

(II) the Investor has has paid the full Consideration for the Subscription Shares;

(III) a new share certificate has been delivered to the Investor.


8. POST-COMPLETION OBLIGATIONS

The Parties have the following obligations upon completion:

(I) registration of the Investor as a shareholder of record in the books of the Company shall be effected.

(II) the Company shall make all such necessary filings at the Corporate Affairs Commission as is necessary to give effect to the changes in the shareholding structure of the Company, including the filing of the Form CAC 2A (Return of Allotment) in respect of the share transfer to the Investor, as well as any other fillings required to give full effect to this Transaction;

(III) the Company shall deliver to the Investor, all documents of title, records, correspondence, documents, files and other papers relation to this Transaction.

9. REPRESENTATIONS AND WARRANTIES OF COMPANY

a. The Company hereby covenants and represents to the Investor as follows:

(I) that the Company has taken all the necessary corporate actions required by its organizational documents to permit it to enter and perform its obligations under this Agreement and other Transaction Documents;

(II) that it is a Company which is duly organized and validly existing under the laws of the Federal Republic of Nigeria and it has the legal right and capacity to enter into this Agreement and perform its obligations here under and is not in violation of any laws of the Federal Republic of Nigeria or any regulation or order to which it may be subject to and that upon the execution of this Agreement by the Investor, the Agreement shall be valid, binding and enforceable upon all the Parties to the Agreement;

(III) that there are no pending legal proceedings threatened against the Company or any other legal impediments which could adversely affect the validity and enforceability of the allotment of the Subscription Shares to the Investor. The Company is not subject to any order, writ, injunction or any other order of any court, government or regulatory authority which could adversely affect the validity of the allotment of the Subscription Shares;

(IV) that there are no Material Adverse Changes which would have and adverse effect on the Company's capacity to allot the Subscription Shares.

b. The Company also covenants not to do as follows between the date of this Agreement and the Closing Date:

(I) sell, lease, pledge, mortgage or otherwise dispose or the Subscription Shares;

(II) enter into any contract, agreement, commitment or option with involves the allotment of the Subscription Shares with any other Party other than the Investor.


10. REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR

The Investor represents and warrants to the Company as follows:

(I) that it has the full power and authority to enter and perform this Agreement and any other agreement which constitute the binding obligations under this Agreement;

(II) that it is not bankrupt and is able to pay its debt and has the financial capability to pay the Consideration;

(III) that it shall pay the Consideration for the Subscription Shares timeously;

(IV) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.


11. INDEMNITY

Each Party hereby undertakes to indemnity and hold each other harmless against any costs, losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof, which the other Party may incur in the event that any Representation or Warranties by the Party contained in this Agreement which turns out inaccurate or if any Party is in breach of the covenants contained in this Agreement.


12. TERMINATION

This Agreement may be terminated as follows:

a. By the Parties whey they mutually agree that the Agreement should be terminated;

b. By the Company where the Investor fails to pay for the Subscription Shares on the Completion Date or is in Investor breaches any fundamental term in this Agreement.

c. By the Investor if:

(I) the Company is unable to satisfy the condition precedent;

(II) prior to the Completion Date, any Material Adverse Change occurs or the Investor becomes aware of any breach by the Company of any fundamental term in this Agreement.

d. If the Investor exercises the right to terminate the Agreement under clauses (I) and (II) above, the Company shall not have any claim against the Investor arising for any damages as a result of the termination.

e. If the Company exercises the right to terminate under clause (b) above, the Company shall in addition to any damages payable, be entitled to injunctive and other equitable reliefs.

f. Any Party wishing to terminate this Agreement pursuant to the clauses above, shall deliver a written notice of its intention to the other Party.


13. REMEDIES

a. In the event of non-performance by the Investor of any of its obligations under this Agreement, the Company may:

(I) rescind the Agreement, in which event the ownership of the Shares shall not be transferred to the Investor and any Consideration paid shall be refunded to the Investor;

(II) recover liquidated damages to the sum of ________% of the Consideration as damages for breach of contract in addition to all reasonable costs and expenses incurred by the Company;

(III) in addition to any damages payable, the Company shall be entitled to injunctive and other equitable reliefs.

b. The Company may seek recovery of liquidated damages, all reasonable costs and expenses and other injunctive and equitable reliefs notwithstanding the fact that the Company has rescinded the Agreement.


14. COSTS AND EXPENSES

Each Party shall pay their own costs in relation to preparation, negotiation and execution of this Agreement and Transaction Document and each Party shall be responsible for the costs and expenses of their attorneys and advisers.


15. CONFIDENTIALITY OBLIGATIONS

a. The Parties agree as follows:

(I) to keep the confidential information secret at all times;

(II) not to distribute, disclose, reproduce or otherwise communicate any confidential information to any person or entity other than the related parties to this Agreement;

(III) not to disclose the confidential information or allow any unauthorized disclosure to any third party without the prior consent of the other Party; and

(IV) not to use the confidentiality information in whole or in part for any purpose except for the Purpose stated in this agreement.

b. The Parties agree and undertake to treat all information with respect to this Agreement as confidential and the confidential information shall be handled in a way as to prevent any unauthorized disclosure thereof.

c. Each Party undertakes to take proper and reasonable measures to ensure the confidentiality of the confidential information.

d. The provision of this clause shall not prohibit the disclosure of any information if and to the extent that:

(I) it is required to be disclosed by any valid order of a court of competent jurisdiction or the rules of any governmental or regulatory authority or agency in which the receiving party shall notify the other Party.

(II) the disclosure or use is required to vest the full benefit of this Agreement;

(III) it is in the public domain by no default of the receiving party.

(IV) it is disclosed to professional advisers who are also bound to ensure the confidentiality of the confidential information.

e. The receiving parties undertake that upon the execution of this Agreement any breach on their part will entitle the disclosing party to specific performance and any other form of equitable relief to enforce the provisions of this Agreement.

f. The Parties shall continue to be bound by this confidentiality obligation even after this Agreement has been terminated.


16. FORCE MAJEURE

a. Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:

(I) which is beyond a party's control;

(II) which such party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other party.

b. Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power

(III) riot,civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.


17. GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.


18. JURISDICTION

The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.


19. ASSIGNMENT

Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.


20. ENTIRE AGREEMENT

This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.


21. 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.


22. 588585588

82 2552, 8522822222, 522252222 25 52285822222 22 25 2522 2588 825222222 85588 82 2552 222282882 222282882 258222 8585 855852822 88 5222 82 8582822 525 882225 82 252 2552828 22 2588 825222222.


23. 555588852558

52 522 2552 22 2588 825222222 88 5285 8285885 525/25 5222225825882 225 522 525822, 8585 252888822 85588 222 522282 252 85885822 22 252 522582822 25528 22 2588 825222222.


24. 885855828855

5588 825222222 252 82 25285225 82 8282558 825222525528, 588 22 85885 82282825228 5 882282 825222222 8228222 252 2552828.


25. 2585858 855588885

552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.


26. NOTICES

a. All notices or communication given or made under this Agreement shall be in writing.

b. Any of such notice or communication shall be deemed to have been given if:

(I) sent by personal delivery, upon delivery at the address of the relevant Party;

(II) sent by courier service, upon receipt of confirmation of delivery;

(III) sent by facsimile, upon receipt of a confirmation of transmission.

c. The addresses for service of notices are as follows:

In the case of the Company to:

________

Address: ________

Attention: ________

Email: ________

In the case of the Investor:

________

Address: ________

Email: ________


IN THE WITNESS WHEREOF
the Parties have executed this Agreement the day and year first written above.

The Common Seal of the within named ________

is hereunto affixed in the presence of:




____________________________
DIRECTOR




____________________________

DIRECTOR/SECRETARY



SIGNED
by the within named Investor




_________________________

________

in the presence of:


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

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

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

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

SCHEDULE

WARRANTIES


1. Incorporation and Power of the Company

The Company is a private company limited by shares, duly incorporated and validly existing under the laws of the Federal Republic of Nigeria and has the corporate power and has obtained the authorization to conduct its business as presently conducted and to enter into and comply with obligations under this Agreement and any other agreement referred to in this Agreement.

2. Memorandum and Articles of Association of the Company

The business and affairs of the Company are being conducted in accordance with its Articles. The Memorandum and Articles are true, up to date and correct copy of what has been delivered to the Investor.

3. Books and Records

The books and record of the Company, including without limitation, its register of members, register of directors and secretary, minutes books, are complete and correct in all material respects and accurately and fairly reflect all meetings and corporate actions of the Company's shareholder and Board of Directors, company secretary and the nature of the transactions of the Company.


4. Due Authorization

a. The Company has full power, capacity, authority and legal right to carry on its business as now conducted and to perform the obligations under this Agreement.

b. The execution, delivery and performance of this Agreement and any other referred in this Agreement and the consummation of this Agreement hereby are within its corporate powers, and have been duly authorized by all corporate actions and the parties executing and delivering this Agreement have been duly authorized to do so.

c. The Company has obtained all the authorizations required to execute, perform and comply with all its obligations under this Agreement and the Transaction is validly authorized by all the necessary corporate actions of the Company and upon Completion, the Shares will be transferred to the Investor, free from Encumbrances.


5. Title to Shares

The Company has good title to all the Subscription Shares owned by it and the Subscription Shares are free and clear of any lien. The Subscription Shares are not subject to any outstanding option, warrant, call, preemptive right or similar right of any party to acquire same, or any lien except for the restrictions imposed by applicable Federal and State securities laws. Upon Completion, title to the Subscription Shares shall be transferred to the Investor.

6. No Conflict

The Company's execution and performance of its obligations under this Agreement does not:

(I) conflict with any term and conditions of an agreement to which the Company is a party or by which it is bound;

(II) violate the provisions of the Articles of the Company;

(III) violate any authorization, judgement, order or any statue or regulation applicable to the Company;

(IV) result in the creation or imposition of any lien upon the Shares of the Company.


7. Material Adverse Change

No event or condition that can have a Material Adverse Change on the Company has occurred.


8. Litigation

a. The Company is not engaged in any litigation, arbitration or any administrative proceedings, the outcome of which may have a Material Adverse Change on the Transaction.

b. No judgement or order has been issued by any court, tribunal or any administrative body which may have a Material Adverse Change on the Transaction.


9. Compliance with Law

The Company is in compliance with all laws and has not received any advice or notice of any non compliance to any law or administrative order.


10. Disclosures

This Agreement, certificate or any document delivered in connection with this Transaction contains true statement of material fact.

See your document
in progress

SHARE SUBSCRIPTION AGREEMENT

THIS SHARE SUBSCRIPTION AGREEMENT is made on ________.

BETWEEN

________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria, with registration number: ________ and having its principal place of business at the following address:

________

(hereinafter referred to as the "Company")

AND

________, having its address as follows:

________

(hereinafter referred to as "Investor")

WHEREAS

A. The Company has a share capital of ₦________ (________) and ________ (________) shares of which ________ (________) shares are unissued.

B. The Company is desirous of allotting the Subscription Shares to the Investors and the Investor is willing to subscribe to its respective proportion of the Subscription Shares and pay the Consideration as agreed between the Parties.


1. DEFINITIONS

"Act" means the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004.

"Agreement" means this Share Subscription Agreement.

"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate, creditors and shareholders approvals or consent.

"Business" means the business of the Company as specified in the Company's Articles.

"Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks are open for general business in Nigeria.

"CAC" means the Corporate Affairs Commission, established pursuant to the Act.

"Completion" means the process of completing the sale and purchase of the Shares in accordance.

"Completion Date" means the date by which all the requirement for completion have been fulfilled and that is on ________.

"Consideration" means the sum to be paid by the Investors in exchange for the Subscription Shares.

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien option, right of retention of title or any other form of security interest or any obligation (including any conditional any conditional obligation) to create any of the same.

"Full Title Guarantee" means the Company's right to allot Subscription Shares with good title and free from any Encumbrance.

"Material Adverse Change" means any change that may adversely affect:

(I) the assets, business, liabilities, financial condition and operation of the Company;

(II) the ability of the Company to perform its obligations under this Agreement; and

(III) the validity and enforceability of this Agreement.

"Subscription Shares" means the ________ ordinary shares at ₦________ (________) each which shall be issued to the Investor under this Agreement.

"Transaction" means the subscription of shares by the Investor.


2.
AGREEMENT FOR SUBSCRIPTION OF THE SUBSCRIPTION SHARES

a. Subject to the terms of this Agreement, the Company hereby agrees to issue ________ ordinary shares to the Investor.

b. The Company, with Full Title Guarantee, agrees and undertakes to allot the Subscription Shares free from all encumbrance to the Investor and from the Completion Date, all rights, titles and beneficial interest attaching or accruing on the Subscription Shares, including any dividend distributions shall unconditionally become the property of the Investor.

3. THE CONSIDERATION

The total Consideration for the Subscription Shares shall be ₦________ (________).

4. TERMS OF PAYMENT AND POSSESSION

a. The Consideration shall be paid in equal installments.

b. The Investor shall pay the sum of ₦________ (________) every week for a period of ________ (________) weeks.

c. The first installment shall be paid on ________.

d. The above payment shall be made by the Investor to the Company by cash.

5. OWNERSHIP AND TITLE TO THE SUBSCRIPTION SHARES

a. The Company shall on the Completion Date, transfer the ownership and title to the Subscription Shares to the Investor on the date of payment. Provided that the Investor shall not be responsible for any liability previously incurred by the Company prior to the Completion Date.

b. The Investor shall not own or exercise any ownership rights or benefits over any part of the Subscription Shares for which the Company has not received payment.


6. CONDITION PRECEDENT

The Investor shall not pay the Consideration and subscribe for the Subscription Shares unless the following conditions are satisfied:

(I) this Agreement and any other agreement entered into by the Parties in connection with the Share Subscription by the Investor have been duly executed by all the Parties;

(II) the authorized share capital of the Company has increased;

(III) the Board of Directors of the Company has passed a resolution approving the allotment of the Subscription Shares;

(IV) the Warranties shall be true and correct as though it was made on the Completion Date.


7. COMPLETION

a. This Transaction will be closed on ________.

b. The closing will take place at the following:

________

c. The sale and purchase shall be completed when:

(I) the conditions precedents to the transfer of the ownership has been satisfied in full or waived by mutual agreement;

(II) the Investor has has paid the full Consideration for the Subscription Shares;

(III) a new share certificate has been delivered to the Investor.


8. POST-COMPLETION OBLIGATIONS

The Parties have the following obligations upon completion:

(I) registration of the Investor as a shareholder of record in the books of the Company shall be effected.

(II) the Company shall make all such necessary filings at the Corporate Affairs Commission as is necessary to give effect to the changes in the shareholding structure of the Company, including the filing of the Form CAC 2A (Return of Allotment) in respect of the share transfer to the Investor, as well as any other fillings required to give full effect to this Transaction;

(III) the Company shall deliver to the Investor, all documents of title, records, correspondence, documents, files and other papers relation to this Transaction.

9. REPRESENTATIONS AND WARRANTIES OF COMPANY

a. The Company hereby covenants and represents to the Investor as follows:

(I) that the Company has taken all the necessary corporate actions required by its organizational documents to permit it to enter and perform its obligations under this Agreement and other Transaction Documents;

(II) that it is a Company which is duly organized and validly existing under the laws of the Federal Republic of Nigeria and it has the legal right and capacity to enter into this Agreement and perform its obligations here under and is not in violation of any laws of the Federal Republic of Nigeria or any regulation or order to which it may be subject to and that upon the execution of this Agreement by the Investor, the Agreement shall be valid, binding and enforceable upon all the Parties to the Agreement;

(III) that there are no pending legal proceedings threatened against the Company or any other legal impediments which could adversely affect the validity and enforceability of the allotment of the Subscription Shares to the Investor. The Company is not subject to any order, writ, injunction or any other order of any court, government or regulatory authority which could adversely affect the validity of the allotment of the Subscription Shares;

(IV) that there are no Material Adverse Changes which would have and adverse effect on the Company's capacity to allot the Subscription Shares.

b. The Company also covenants not to do as follows between the date of this Agreement and the Closing Date:

(I) sell, lease, pledge, mortgage or otherwise dispose or the Subscription Shares;

(II) enter into any contract, agreement, commitment or option with involves the allotment of the Subscription Shares with any other Party other than the Investor.


10. REPRESENTATIONS AND WARRANTIES OF THE
INVESTOR

The Investor represents and warrants to the Company as follows:

(I) that it has the full power and authority to enter and perform this Agreement and any other agreement which constitute the binding obligations under this Agreement;

(II) that it is not bankrupt and is able to pay its debt and has the financial capability to pay the Consideration;

(III) that it shall pay the Consideration for the Subscription Shares timeously;

(IV) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.


11. INDEMNITY

Each Party hereby undertakes to indemnity and hold each other harmless against any costs, losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof, which the other Party may incur in the event that any Representation or Warranties by the Party contained in this Agreement which turns out inaccurate or if any Party is in breach of the covenants contained in this Agreement.


12. TERMINATION

This Agreement may be terminated as follows:

a. By the Parties whey they mutually agree that the Agreement should be terminated;

b. By the Company where the Investor fails to pay for the Subscription Shares on the Completion Date or is in Investor breaches any fundamental term in this Agreement.

c. By the Investor if:

(I) the Company is unable to satisfy the condition precedent;

(II) prior to the Completion Date, any Material Adverse Change occurs or the Investor becomes aware of any breach by the Company of any fundamental term in this Agreement.

d. If the Investor exercises the right to terminate the Agreement under clauses (I) and (II) above, the Company shall not have any claim against the Investor arising for any damages as a result of the termination.

e. If the Company exercises the right to terminate under clause (b) above, the Company shall in addition to any damages payable, be entitled to injunctive and other equitable reliefs.

f. Any Party wishing to terminate this Agreement pursuant to the clauses above, shall deliver a written notice of its intention to the other Party.


13. REMEDIES

a. In the event of non-performance by the Investor of any of its obligations under this Agreement, the Company may:

(I) rescind the Agreement, in which event the ownership of the Shares shall not be transferred to the Investor and any Consideration paid shall be refunded to the Investor;

(II) recover liquidated damages to the sum of ________% of the Consideration as damages for breach of contract in addition to all reasonable costs and expenses incurred by the Company;

(III) in addition to any damages payable, the Company shall be entitled to injunctive and other equitable reliefs.

b. The Company may seek recovery of liquidated damages, all reasonable costs and expenses and other injunctive and equitable reliefs notwithstanding the fact that the Company has rescinded the Agreement.


14. COSTS AND EXPENSES

Each Party shall pay their own costs in relation to preparation, negotiation and execution of this Agreement and Transaction Document and each Party shall be responsible for the costs and expenses of their attorneys and advisers.


15. CONFIDENTIALITY OBLIGATIONS

a. The Parties agree as follows:

(I) to keep the confidential information secret at all times;

(II) not to distribute, disclose, reproduce or otherwise communicate any confidential information to any person or entity other than the related parties to this Agreement;

(III) not to disclose the confidential information or allow any unauthorized disclosure to any third party without the prior consent of the other Party; and

(IV) not to use the confidentiality information in whole or in part for any purpose except for the Purpose stated in this agreement.

b. The Parties agree and undertake to treat all information with respect to this Agreement as confidential and the confidential information shall be handled in a way as to prevent any unauthorized disclosure thereof.

c. Each Party undertakes to take proper and reasonable measures to ensure the confidentiality of the confidential information.

d. The provision of this clause shall not prohibit the disclosure of any information if and to the extent that:

(I) it is required to be disclosed by any valid order of a court of competent jurisdiction or the rules of any governmental or regulatory authority or agency in which the receiving party shall notify the other Party.

(II) the disclosure or use is required to vest the full benefit of this Agreement;

(III) it is in the public domain by no default of the receiving party.

(IV) it is disclosed to professional advisers who are also bound to ensure the confidentiality of the confidential information.

e. The receiving parties undertake that upon the execution of this Agreement any breach on their part will entitle the disclosing party to specific performance and any other form of equitable relief to enforce the provisions of this Agreement.

f. The Parties shall continue to be bound by this confidentiality obligation even after this Agreement has been terminated.


16. FORCE MAJEURE

a. Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:

(I) which is beyond a party's control;

(II) which such party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other party.

b. Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power

(III) riot,civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.


17. GOVERNING LAW

This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.


18. JURISDICTION

The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.


19. ASSIGNMENT

Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.


20. ENTIRE AGREEMENT

This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.


21. 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.


22. 588585588

82 2552, 8522822222, 522252222 25 52285822222 22 25 2522 2588 825222222 85588 82 2552 222282882 222282882 258222 8585 855852822 88 5222 82 8582822 525 882225 82 252 2552828 22 2588 825222222.


23. 555588852558

52 522 2552 22 2588 825222222 88 5285 8285885 525/25 5222225825882 225 522 525822, 8585 252888822 85588 222 522282 252 85885822 22 252 522582822 25528 22 2588 825222222.


24. 885855828855

5588 825222222 252 82 25285225 82 8282558 825222525528, 588 22 85885 82282825228 5 882282 825222222 8228222 252 2552828.


25. 2585858 855588885

552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.


26. NOTICES

a. All notices or communication given or made under this Agreement shall be in writing.

b. Any of such notice or communication shall be deemed to have been given if:

(I) sent by personal delivery, upon delivery at the address of the relevant Party;

(II) sent by courier service, upon receipt of confirmation of delivery;

(III) sent by facsimile, upon receipt of a confirmation of transmission.

c. The addresses for service of notices are as follows:

In the case of the Company to:

________

Address: ________

Attention: ________

Email: ________

In the case of the Investor:

________

Address: ________

Email: ________


IN THE WITNESS WHEREOF
the Parties have executed this Agreement the day and year first written above.

The Common Seal of the within named ________

is hereunto affixed in the presence of:




____________________________
DIRECTOR




____________________________

DIRECTOR/SECRETARY



SIGNED
by the within named Investor




_________________________

________

in the presence of:


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

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

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

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

SCHEDULE

WARRANTIES


1. Incorporation and Power of the Company

The Company is a private company limited by shares, duly incorporated and validly existing under the laws of the Federal Republic of Nigeria and has the corporate power and has obtained the authorization to conduct its business as presently conducted and to enter into and comply with obligations under this Agreement and any other agreement referred to in this Agreement.

2. Memorandum and Articles of Association of the Company

The business and affairs of the Company are being conducted in accordance with its Articles. The Memorandum and Articles are true, up to date and correct copy of what has been delivered to the Investor.

3. Books and Records

The books and record of the Company, including without limitation, its register of members, register of directors and secretary, minutes books, are complete and correct in all material respects and accurately and fairly reflect all meetings and corporate actions of the Company's shareholder and Board of Directors, company secretary and the nature of the transactions of the Company.


4. Due Authorization

a. The Company has full power, capacity, authority and legal right to carry on its business as now conducted and to perform the obligations under this Agreement.

b. The execution, delivery and performance of this Agreement and any other referred in this Agreement and the consummation of this Agreement hereby are within its corporate powers, and have been duly authorized by all corporate actions and the parties executing and delivering this Agreement have been duly authorized to do so.

c. The Company has obtained all the authorizations required to execute, perform and comply with all its obligations under this Agreement and the Transaction is validly authorized by all the necessary corporate actions of the Company and upon Completion, the Shares will be transferred to the Investor, free from Encumbrances.


5. Title to Shares

The Company has good title to all the Subscription Shares owned by it and the Subscription Shares are free and clear of any lien. The Subscription Shares are not subject to any outstanding option, warrant, call, preemptive right or similar right of any party to acquire same, or any lien except for the restrictions imposed by applicable Federal and State securities laws. Upon Completion, title to the Subscription Shares shall be transferred to the Investor.

6. No Conflict

The Company's execution and performance of its obligations under this Agreement does not:

(I) conflict with any term and conditions of an agreement to which the Company is a party or by which it is bound;

(II) violate the provisions of the Articles of the Company;

(III) violate any authorization, judgement, order or any statue or regulation applicable to the Company;

(IV) result in the creation or imposition of any lien upon the Shares of the Company.


7. Material Adverse Change

No event or condition that can have a Material Adverse Change on the Company has occurred.


8. Litigation

a. The Company is not engaged in any litigation, arbitration or any administrative proceedings, the outcome of which may have a Material Adverse Change on the Transaction.

b. No judgement or order has been issued by any court, tribunal or any administrative body which may have a Material Adverse Change on the Transaction.


9. Compliance with Law

The Company is in compliance with all laws and has not received any advice or notice of any non compliance to any law or administrative order.


10. Disclosures

This Agreement, certificate or any document delivered in connection with this Transaction contains true statement of material fact.