Shareholders Agreement Template Nigeria

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into this [Day] day of [Month], [Year] (the "Effective Date") by and among:

1. [Company Name], a private company limited by shares, incorporated under the Companies and Allied Matters Act, 2020 (CAMA) of the Federal Republic of Nigeria, with its registered office at [Registered Office Address] (hereinafter referred to as the "Company"); AND
2. [Shareholder Name/Entity], of [Address/Registered Office] (the "Shareholder").

RECITALS

A. The Company is a private company limited by shares duly incorporated and validly existing under the laws of Nigeria. B. The Shareholder holds, or shall hold, [Number] ordinary shares of the Company, representing [Percentage]% of the issued share capital. C. The Parties desire to regulate their respective rights, duties, and obligations regarding the management, operation, and ownership of the Company, and to provide for the orderly transfer of shares and the governance of the Company in accordance with the laws of the Federal Republic of Nigeria.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the Parties agree as follows:

1. OPERATIONAL DEFINITIONS

1.1 "Act" means the Companies and Allied Matters Act 2020 of the Federal Republic of Nigeria, as amended or re-enacted from time to time. 1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. 1.3 "Board" means the Board of Directors of the Company. 1.4 "Business Day" means any day other than a Saturday, Sunday, or a public holiday as declared by the Federal Government of Nigeria. 1.5 "Deadlock" means a failure of the Shareholders or the Board to reach a decision on a Reserved Matter after two (2) consecutive meetings held at least fourteen (14) days apart. 1.6 "Reserved Matters" means the specific corporate actions listed in Schedule A that require the unanimous consent of the Shareholders. 1.7 "Transfer" includes any sale, assignment, encumbrance, pledge, or other disposition of shares.

2. SUBSTANTIVE TERMS AND OBLIGATIONS

2.1 Management and Governance: The business and affairs of the Company shall be managed by the Board. Each Shareholder shall be entitled to nominate such number of directors as is proportionate to their shareholding, subject to the Articles of Association. 2.2 Reserved Matters: Notwithstanding any authority delegated to the Board or Management, the Company shall not take any action regarding Reserved Matters without the prior written approval of Shareholders holding at least [Percentage]% of the issued share capital. 2.3 Pre-emptive Rights: In the event the Company proposes to issue new shares, existing Shareholders shall have a right of first refusal to subscribe for such new shares in proportion to their existing shareholding. 2.4 Representations and Warranties: Each Party represents and warrants that: (a) it has the full legal power and authority to enter into this Agreement; (b) the execution of this Agreement does not conflict with any existing obligations; and (c) this Agreement constitutes a valid and binding obligation enforceable against it.

3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Events of Default: A Party shall be in default if it: (a) breaches any material term of this Agreement; (b) undergoes insolvency, bankruptcy, or liquidation proceedings; or (c) commits fraud or gross negligence in the performance of its duties. 3.2 Notice and Cure: Upon the occurrence of a default, the non-defaulting party shall provide written notice to the defaulting party. The defaulting party shall have thirty (30) Business Days from the receipt of such notice to cure the default. 3.3 Remedies: If the default remains uncured, the non-defaulting party may, without prejudice to other legal rights: (a) seek specific performance; (b) claim liquidated damages in the amount of [Amount in Naira]; or (c) terminate this Agreement upon written notice.

4. BOILERPLATE LEGAL PROVISIONS

4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. 4.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement that cannot be settled amicably within thirty (30) days shall be referred to and finally resolved by arbitration in Nigeria in accordance with the Arbitration and Mediation Act 2023, by a sole arbitrator appointed by the parties. The seat of arbitration shall be [City], Nigeria. 4.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements, whether written or oral. 4.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect. 4.5 Force Majeure: No Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including acts of God, war, or government regulation.

5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

FOR THE COMPANY: Name: [Name of Director/Auth. Signatory] Title: [Title] Signature: __________________________ Date: [Date]

FOR THE SHAREHOLDER: Name: [Name of Signatory] Title: [Title] Signature: __________________________ Date: [Date]

In the presence of: Name: [Witness Name] Address: [Witness Address] Signature: __________________________