The Advisory Shares Agreement is a crucial document for companies in Nigeria seeking to attract and retain experienced advisors by offering equity compensation instead of or in addition to cash payments. This agreement type is particularly valuable for startups and growing companies that want to conserve cash while benefiting from expert guidance. The document must comply with Nigerian corporate law, particularly CAMA 2020, and typically includes detailed provisions about the advisory services, share vesting schedule, confidentiality requirements, and termination conditions. It's essential for companies to carefully structure these agreements to ensure proper alignment with their corporate objectives while maintaining compliance with relevant securities regulations and tax implications.
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Key Requirements PROMPT example:
Advisory Shares Agreement
"I need an Advisory Shares Agreement for our Nigerian fintech startup, where we're bringing on a senior tech executive as an advisor who will receive 2% of company shares vesting over 3 years starting March 2025, with standard non-compete and confidentiality provisions."
1. Parties: Identifies the company and the advisor, including their full legal names and addresses
2. Background: Explains the context of the agreement, including the company's desire to engage the advisor and the advisor's qualifications
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Term: Details the advisor's appointment, role, and duration of the advisory relationship
5. Advisory Services: Specifies the scope of services to be provided by the advisor
6. Share Compensation: Details the number of shares, vesting schedule, and terms of share issuance
7. Vesting Terms: Specifies the vesting schedule, cliff period, and acceleration provisions
8. Advisor's Obligations: Outlines the advisor's duties, commitments, and performance expectations
9. Company's Obligations: Details the company's responsibilities and commitments
10. Representations and Warranties: Contains statements of fact and promises by both parties
11. Confidentiality: Establishes confidentiality obligations and protection of proprietary information
12. Intellectual Property: Addresses ownership and rights to intellectual property created during the advisory relationship
13. Termination: Specifies conditions and procedures for ending the agreement
14. General Provisions: Includes standard legal provisions such as governing law, notices, and amendment procedures
1. Non-Competition: Restricts advisor from competing with the company - include when advisor has access to sensitive competitive information
2. Non-Solicitation: Prevents advisor from soliciting company employees or customers - include for senior advisors
3. Share Transfer Restrictions: Additional restrictions on transfer of shares - include for early-stage companies
4. Tag-Along Rights: Gives advisor right to join in sale of shares by major shareholders - include for significant advisory roles
5. Drag-Along Rights: Requires advisor to join in sale of company - include when company anticipates future sale
6. Board Observer Rights: Grants advisor right to attend board meetings - include for strategic advisors
7. Dispute Resolution: Specifies arbitration or mediation procedures - include when parties prefer alternative dispute resolution
8. Insurance: Requirements for professional liability insurance - include for high-risk advisory roles
1. Schedule A - Services Description: Detailed description of advisory services to be provided
2. Schedule B - Share Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule C - Company Information: Details of company's share capital and existing shareholders
4. Schedule D - Share Rights and Restrictions: Detailed terms of the shares being issued
5. Appendix 1 - Share Certificate: Pro forma share certificate to be issued
6. Appendix 2 - Board Resolution: Copy of board resolution approving the advisory appointment and share issuance
7. Appendix 3 - Deed of Adherence: Form of deed to be signed by advisor agreeing to company's shareholders agreement
Authors
Relevant legal definitions
Advisor
Advisory Services
Advisory Term
Agreement
Board
Business Day
CAMA
Company
Commencement Date
Confidential Information
Effective Date
Fair Market Value
Fully Diluted Share Capital
Good Leaver
Intellectual Property Rights
Material Breach
Parties
Shares
Share Certificate
Share Vesting Date
Share Vesting Schedule
Shareholders Agreement
Termination Date
Termination Event
Unvested Shares
Vested Shares
Vesting Cliff
Vesting Commencement Date
Vesting Period
Bad Leaver
Change of Control
Competing Business
Deed of Adherence
Exit Event
Force Majeure Event
Governing Law
Group Company
Quarter
Related Party
SEC
Advisory Services
Advisory Term
Agreement
Board
Business Day
CAMA
Company
Commencement Date
Confidential Information
Effective Date
Fair Market Value
Fully Diluted Share Capital
Good Leaver
Intellectual Property Rights
Material Breach
Parties
Shares
Share Certificate
Share Vesting Date
Share Vesting Schedule
Shareholders Agreement
Termination Date
Termination Event
Unvested Shares
Vested Shares
Vesting Cliff
Vesting Commencement Date
Vesting Period
Bad Leaver
Change of Control
Competing Business
Deed of Adherence
Exit Event
Force Majeure Event
Governing Law
Group Company
Quarter
Related Party
SEC
Clauses
Interpretation
Appointment
Term
Advisory Services
Share Issuance
Vesting
Advisor Obligations
Company Obligations
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Observer Rights
Termination
Consequences of Termination
Force Majeure
Assignment
Notices
Entire Agreement
Amendment
Severability
Waiver
Governing Law
Dispute Resolution
Costs
Third Party Rights
Counterparts
Appointment
Term
Advisory Services
Share Issuance
Vesting
Advisor Obligations
Company Obligations
Representations and Warranties
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Observer Rights
Termination
Consequences of Termination
Force Majeure
Assignment
Notices
Entire Agreement
Amendment
Severability
Waiver
Governing Law
Dispute Resolution
Costs
Third Party Rights
Counterparts
Relevant Industries
Technology and Software
Financial Services
Healthcare and Biotech
E-commerce
Telecommunications
Manufacturing
Professional Services
Energy and Clean Technology
Agriculture Technology
Educational Technology
Real Estate
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretariat
Executive Leadership
Business Development
Human Resources
Compliance
Corporate Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Business Development Director
Industry Expert
Technical Advisor
Strategic Consultant
Board Advisor
Investment Advisor
Technology Advisor
Market Entry Specialist
Senior Executive Advisor
Growth Strategy Consultant
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