Afrihood

Afribond (Gold Class) Sales Contract


AFRIBOND PURCHASE AGREEMENT

 

BETWEEN

 

AFRIHOOD DEVELOPMENT COMPANY LIMITED

REGISTRATION NUMBER: 1814937

(Hereinafter referred to as “The Issuer”)

 

And

 

 

{{billing_last_name}} {{billing_first_name}}

(Hereinafter referred to as “The Purchaser”)

 

 

RECORDAL

  1. This Bond ( {{product_20193_name}} ) (hereinafter referred to as Afribond) Purchase Agreement is made and entered into on the date this Agreement is executed electronically by and between the parties.
  1. Afribond is a one-off bond offering used by the Issuer to raise funds from the purchaser for capital intensive projects.
  1. Afribond is only available for sale over a short window period when the need arises and closes when the target amount is reached.
  1. The Issuer has agreed to sell to the Purchaser who has agreed to purchase the Afribond as described in the Schedule of Particulars (“the Subject Matter”), subject to the schedule of particulars and upon the terms and conditions contained in this Agreement.

SCHEDULE OF PARTICULARS

  1. PARTIES
    1. ISSUER

AFRIHOOD DEVELOPMENT COMPANY LIMITED

Business Address

7th Floor, Mulliner Towers

38, Alfred Rewane Road,

Ikoyi, Lagos State,

Nigeria

Telephone Number

+234[0]7062888927

Email Address

[email protected]

    1. PURCHASER

{{billing_last_name}} {{billing_first_name}}

Telephone Number

{{billing_phone}}

Address

{{billing_address_1}}{{billing_address_2}}

City

{{billing_city}}

State

{{billing_state}}

E-mail Address

{{billing_email}}

 

 

  1. THE SUBJECT MATTER [AFRIBOND GOLD CLASS]

 

Unit Price

N10,000,000

Number of Units

{{product_20193_quantity}}

Total Bond Purchase Price

{{order_total}}

Returns

22%

          

  1. BANKS

Payments should be made by draft or transfer to the Bank Account below:

Account Details

Bank: Stanbic IBTC Bank PLC

Account Name: Afrihood Development Company

Account Number: 0044442234

Reference: Aize Residence

 

STANDARD TERMS AND CONDITIONS

 

1. INTERPRETATION

1.1 For the purpose of this Agreement, Unless the context indicates otherwise;

  1. Agreement or bond purchase agreement means the Schedule of particulars and, the Standard Terms and Conditions executed by the Issuer and the Purchaser which contains the essentialia, each separate section thereof forming an integral part;
  2. Total Bond Purchase Price means the amount of money the bond purchaser will pay for the bond i.e., the principal;
  3. Maturity date means the date on which the bond issuer is obligated to repay the bond principal and interest to the bond purchaser;
  4. Returns means the rate at which the bond issuer will pay interest to the bond purchaser.
  5. Closing date refers to the date on which all the terms and conditions outlined in the agreement are met, and the transaction is completed.
  6. Afribond class refers to the class of bond a purchaser purchases;
  7. Covenants refer to agreements or promises made by one party (such as an issuer) in a contract or legal document, to take or refrain from taking certain actions.
  8. Representations and warranties, Representations are statements of fact made by one party about its actions, assets, or circumstances that are believed to be true at the time of the agreement. Warranties, on the other hand, are promises or assurances made by one party that certain facts or conditions will remain true or will be fulfilled in the future.
  9. Afribond certificate is a physical document, and its evidence of the ownership of the bond.
  10. Business Day means any day other than a Saturday, Sunday or a day on which the banks in Lagos State, Nigeria, are authorized by Law or executive order to be closed

 

2. PURCHASE AND SALE OF AFRIBOND; USE OF PROCEEDS

2.1  Agreement to Issue, Sell and Purchase Afribond Units: At the closing and upon the terms and conditions hereinafter set forth, The Issuer will sell to the Purchaser, and the Purchaser will purchase from The Issuer, for the aggregate Bond Purchase price of the subject matter and in accordance with the terms the schedule of particulars and the terms and conditions of this Agreement.

2.2 The total bond purchase price for the Subject matter shall be the amount specified in clause 3 of the Schedule of Particular.

2.3 Closing and Delivery of Afribond:

  1. 2.3.1 Closing: The Purchase and sale of the Afribond (The Closing) shall occur Online or at The Issuer’s head office situate at 7th Floor, Mulliner Towers, 39 Alfred Rewane Rd, Ikoyi, Lagos State, Nigeria on the 3rd business day after the date on which all of the conditions contained in Section 3 have been satisfied or waived (other than such conditions which shall be satisfied on the Closing Date), or at such other place, time, or date as may be mutually agreed to in writing by Purchaser and The Issuer.
  2. 2.3.2 Proceedings at Closing: All actions to be taken and all documents to be executed and delivered by The Issuer in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to Purchaser and its counsel, and all actions to be taken and all documents to be executed and delivered by Purchaser in connection with the consummation of the transactions contemplated at the Closing shall be reasonably satisfactory in form and substance to The Issuer and its counsel. All actions to be taken and all documents to be executed and delivered by all parties hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed, and delivered.
  3. 2.3.3 Delivery of the Afribond Units: At the closing The Issuer shall deliver to the Purchaser one or more Afribond certificates registered in the name of the Purchaser, representing the Units of Afribond set forth in Sub-section 1.1. above.
  4. 2.3.4 Use of Proceeds: Proceeds from the sale of the Afribond shall be used by The Issuer for general working capital and business purposes. The parties agree that proceeds from any subsequent purchase of Afribond Units by the Purchaser in Afrihood (a “Subsequent Investment”) shall be used as agreed by the parties at such time.

 

3. REPRESENTATIONS AND WARRANTIES OF AFRIHOOD

Afrihood hereby represents and warrants to, and covenants with, the Purchaser as follows;

3.1 Organization and Qualification: Afrihood is a Limited Liability Company duly registered under the companies and allied matters act 2020 and a registered company duly incorporated, validly existing and in good standing under the laws of the Federal Republic of Nigeria. The Issuer has the power and authority to enter into this Agreement and to consummate the transaction contemplated herein. The execution, delivery and performance of this Agreement by The Issuer does not and will not violate and provisions of The Issuer’s Articles of Incorporation or by laws or any law, rule, regulation, order, judgement, or decree applicable to The Issuer.

3.2 Issuance, Sale and Delivery of the Afribond: When issued, delivered and paid for in accordance with the terms hereof, the Afribond Units will be duly authorized, validly issued, fully paid and nonassessable, shall have the rights, preferences and limitations set forth in the Afribond Certificate and shall be free and clear of all liens, claims, encumbrances and restrictions, except as imposed by applicable laws. No further approval or authorization of the board of directors of The Issuer will be required for the issuance and sale of the Afribond Units to be sold by The Issuer pursuant to the terms hereof.

3.3 Due Execution, Delivery and Performance of the Transaction Documents: The Issuer has full legal right,corporate power and authority to authorize, execute and deliver this Agreement, the Afribond Certificate and the Registration Rights (all such agreements and documents are collectively referred to herein as the “Transaction Documents”), perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by The Issuer. Except as set forth in Section 3.3, the execution and performance of the Transaction Documents by the Company and the consummation of the transactions therein contemplated will not;

  1. i.violate any provision of the organizational documents of the Company,
  2. ii. result in the creation of any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, restriction, adverse claim, interference or right of third party of any nature upon any material assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any material agreement, commitment, undertaking, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument of any nature to which The Issuer is a party or by which The Issuer or its properties, may be bound or affected, or
  3. iii. violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental or quasi-governmental body applicable to The Issuer.

3.4 Board Approval: The Board of Directors has, as of the date of this Agreement, at a meeting duly called and held, duly adopted resolutions to approve the Transaction Documents and the consummation of the transactions contemplated thereby (including the issuance of the Afribond Units).

3.5 No Defaults: The Issuer is not in violation or default of any provision of its certificate of incorporation or bylaws, or other organizational documents, or, except as to defaults, violations and breaches which, individually or in the aggregate, would not reasonably be expected to be material to the condition (financial or otherwise), properties, assets (including intangible assets), business, operations or results of operations of The Issuer, taken as a whole, in breach of or default with respect to any provision of any material agreement, commitment, undertaking, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument of any nature to which it is a party or by which it or any of its properties are bound; and, to the knowledge of The Issuer, except as set forth in Section 2.6, there does not exist any state of fact which, with notice or lapse of time or both, would constitute a breach or default on the part of The Issuer, except such breaches or defaults which individually or in the aggregate would not reasonably be expected to be material to the condition (financial or otherwise), properties, assets (including intangible assets), business, operations or results of operations of  The Issuer, taken as a whole.

 

4. REPRESENTATION AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to, and covenants with The Issuer as follows;

4.1 Purchase Representations and Covenants: The Purchaser represents and warrants to, and covenants with, The Issuer that;

  1. i. The purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to bond purchases.
  2. ii. The Purchaser is acquiring the number of Afribond Units set out in Schedule () above in the ordinary course of its business
  3. iii. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Afribond Units without the express consent of Afrihood first sought and gotten in writing, with such consent not being unreasonably withheld.

4.2 No Conflict: The execution, delivery and performance of the Agreement to which it is a party and the consummation of the transactions contemplated thereby by the Purchaser will not result in any violation of, be in conflict with or constitute a default under, any law, statute, regulation, ordinance, material contract or agreement, instrument, judgement, decree or order to which the purchaser is a party or by which it is bound, except as would not be reasonably expected to have a material adverse effect on the ability of the Purchaser to consummate the transaction contemplated herein.

5. COVENANTS

5.1 The Issuer and the Purchaser will use their reasonable best efforts to cause the conditions specified in section 5 hereof to be satisfied as soon as practicable. At and from time to time after the Closing, at the request of any party hereto, the other party shall execute and deliver such additional certificates, instruments, and other documents and take such other actions as such party may reasonably request in order to carry out the purposes of this Agreement.

5.2. Between the date hereof and the Closing Date, or earlier termination of this Agreement in accordance with the terms hereof, The Issuer will;

  1. i. maintain in good repair all of its material assets and properties.
  2. ii. use its best efforts to preserve intact in all material respects its current business operations, keep available the services of its officers and employees, and preserve its relationships with customers, suppliers, licensors, and others having business relationships with it.
  3. iii. use its best efforts to keep in full force and effect its corporate existence and all material rights, franchises, intellectual property rights and goodwill relating or pertaining to its business.
  4. iv. promptly notify the Purchaser in writing if, to the Company’s knowledge;
    1. a. any of the representations and warranties made by it herein cease to be accurate and complete in all material respects, or
    2. b. it fails to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder
  5. v. comply in all material respects with the provisions of its certificate of incorporation and bylaws, all material agreements by which The Issuer or any of their respective properties may be bound, and all applicable decrees, orders, and judgments.

6. MATURITY

6.1 The Afribond shall mature 12 calendar months from the date of Purchase, at which time The Issuer shall pay to the Purchaser of the Afribond Units, the Bond Purchase price of the bond along with the interest accrued on the Bond Purchase price.

7. RETURNS

7.1 The Returns for Afribond purchase shall be as prescribed in the Schedule of this Agreement.

8. INDEMNIFICATION

8.1 The Issuer shall indemnify and hold harmless the Purchaser from and against any and all losses, damages, liabilities, costs and expenses that the Purchaser may incur as a result of any breach by The Issuer of any representation, warranty or covenant made by The Issuer pursuant to this Agreement.

9. ASSIGNMENT

9.1 This Agreement and the rights and obligations hereunder shall not be assigned, delegated, or otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other party hereto.

10. NOTICES

10.1 All notices, requests, consents and other communications arising from this agreement shall be mailed by registered or certified electronic [e]mail (with its receipt confirmed by telephone or email) or nationally recognized express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows;

  1. If to The Issuer, to:

Afrihood Development Company Limited

7th Floor Mulliner Tower,

39, Alfred Rewane Road,

Ikoyi, Lagos State.

11. MODIFICATIONS

11.1 This Agreement may not be modified or amended except pursuant to an instrument in writing executed by The Issuer and the Purchaser.

12. HEADINGS

12.1 The headings of the various sections of this Agreement have been inserted for convenience or reference only and shall not be deemed to be part of this Agreement.

13. SEVERABILITY

13.1 If any of the provisions of this Agreement is found by an arbitration panel, court or other tribunal or forum of competent authority to be void or unenforceable, such provision shall be deemed to be deleted and expunged from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to agree to the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.

14. GOVERNING LAW

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

15. COUNTERPARTS

15.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.  Execution of a facsimile copy (including PDF) shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.

16. ENTIRE AGREEMENT

16.1 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior discussions and negotiations, whether oral or written, between them.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties.

17. NO THIRD-PARTY BENEFICIARIES

This Agreement is intended for the benefit of the parties herein and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person (other than the Purchaser and The Issuer).

 

IN WITNESS WHEREOF, the parties have attached their common seal and append their signatures the day and year first above written.

The Common seal of Afrihood Development Company Limited *The Developer is hereby affixed in the presence of;

 

Name: Olufemi Shield                                                                              Name: Adekoya Israel

 

(Authorized to bind the Company)                                                                                                   (Authorized to bind the Company)

Capacity: Managing Director                                                                                                              Capacity: Client Account Manager

                                                                                                              

THIS AGREEMENT HAS BEEN READ AND FULLY UNDERSTOOD BY ME AND I ACKNOWLEDGE THIS DATE I HAVE SIGNED UNDER SEAL. Any representations contained herein are true to the best of my knowledge information and belief.

 

SIGNED, SEALED AND DELIVERED, I have hereunto set my hand and seal:

{{billing_last_name}} {{billing_first_name}}

April 20, 2024

 

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Signature Certificate
Document name: Afribond (Gold Class) Sales Contract
lock iconUnique Document ID: 93d858588e65fc1d14942d1861c725feae9c6bbc
Timestamp Audit
February 8, 2023 9:52 am WATAfribond (Gold Class) Sales Contract Uploaded by Olufemi Shield - [email protected] IP 197.211.58.21
February 8, 2023 10:28 am WATAdekoya Israel - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21
February 8, 2023 10:28 am WATOlufemi Shield - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21
February 8, 2023 10:49 am WATAdekoya Israel - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21
February 8, 2023 10:49 am WATOlufemi Shield - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21
February 8, 2023 11:42 am WATAdekoya Israel - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21
February 8, 2023 11:42 am WATOlufemi Shield - [email protected] added by Olufemi Shield - [email protected] as a CC'd Recipient Ip: 197.211.58.21