A template deed by which a new party agrees to be bound by an existing Joint Venture or Shareholders' Agreement, having been transferred existing shares or allotted new shares, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - A deed of adherence is normally required by the Shareholders' / Joint Venture Agreement itself: the agreement typically requires a transferee or allottee to sign a deed of adherence before the company registers the transfer or allotment, or before the new holder is entitled to exercise rights under the agreement. Note that legal title to shares depends on the allotment or transfer mechanics, registration and the company's constitutional documents, not solely on signing the deed. Check that agreement for the prescribed form and any conditions. - Execute as a deed (see the execution block), that is how these documents are intended to take effect. - Have a solicitor review before use.
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THIS DEED OF ADHERENCE is made on [DATE]
BETWEEN (1) [NEW PARTY NAME] of [ADDRESS] (the "New Party"); and (2) [CONTINUING PARTIES / THE COMPANY] (the "Existing Parties").
Background
(A) This Deed is supplemental to a [Shareholders' Agreement / Joint Venture Agreement] dated [DATE] relating to [COMPANY NAME] (company no. [NUMBER]) (the "Agreement"). (B) The New Party has [acquired [NUMBER] shares from [TRANSFEROR] / been allotted [NUMBER] new shares] in the Company, and is required to enter into this Deed before becoming a party to the Agreement.
Operative provisions
1. Covenant to be bound. The New Party covenants with each of the Existing Parties to observe, perform and be bound by all the terms of the Agreement, as if the New Party had been an original party to it in the capacity of a [Shareholder / Investor], with effect from the date of this Deed.
2. Benefit. The New Party is entitled to the benefit of the Agreement to the extent that it applies to a party in the New Party's capacity.
3. Representations. The New Party represents that it has read the Agreement and has the power to enter into this Deed.
4. Notices. The New Party's details for notices under the Agreement are: [DETAILS].
5. Governing law and jurisdiction. This Deed is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Executed as a deed by [NEW PARTY NAME] in the presence of: Signature: __________________ Witness: [NAME / ADDRESS] Date: [DATE]
[Add execution blocks for any Existing Parties required to sign.]
--- This template is a starting point and not legal advice. Use the form of deed required by the underlying agreement, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.