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[Shareholder 1]
and
[Shareholder 2]
and
[Shareholder 3]
and
[Shareholder 4]
and
[Shareholder 5]
and
DELETE
This Shareholders Agreement template is a basic shareholders agreement framework for a company.
Extensive further provisions may be included if necessary for example: provisions regarding decisionmaking, transfer of shares, pre-emptive rights, drag-along and tag-along, restraints of trade, confidentiality
provisions, valuation methods etc.
Care should be taken in deleting or adding clauses to ensure that clause references remain correct and
that cross-references are also appropriately deleted/adjusted/amended.
277132487.doc
TABLE OF CONTENTS
Page
1.
PARTIES......................................................................................................................................................... 3
2.
RECORDAL.................................................................................................................................................... 3
3.
4.
5.
DIRECTORS................................................................................................................................................... 3
6.
7.
8.
9.
10.
11.
12.
INDEMNITY.................................................................................................................................................... 3
13.
14.
15.
VOLUNTARY RESIGNATION......................................................................................................................... 3
16.
DEATH OF A SHAREHOLDER....................................................................................................................... 3
17.
18.
19.
DISPUTE RESOLUTION................................................................................................................................ 3
20.
JURISDICTION............................................................................................................................................... 3
21.
MISCELLANEOUS.......................................................................................................................................... 3
1. PARTIES
The parties to this shareholders agreement are 1.1.
[Shareholder 1];
1.2.
[Shareholder 2];
1.3.
[Shareholder 3];
1.4.
[Shareholder 4];
1.5.
1.6.
[ABC] registration no.[], a company duly incorporated in accordance with the company laws
of the Republic of South Africa, with its registered office at [](Company).
2. RECORDAL
It is recorded that 2.1.
the Shareholders are the holders of all the issued shares in the Company;
2.2.
the Company conducts the Business as its core business, and the Shareholders hereby agree to
operate the Company and conduct the Business in accordance with this Agreement;
2.3.
the Shareholders in relation to their respective shareholding in and loan accounts against the
Company agree as set out herein; and
2.4.
[drafting note: further sub-clauses may be included which refer to joint venture/sale
agreements, etc].
In this Agreement, unless inconsistent with or otherwise indicated by the context the following
words and expressions shall have the meanings set out opposite them:
Business
Company
Companies Act
Law
Shareholders
Signature Date
the/this Agreement
3.2.
This Agreement shall be interpreted according to the following provisions, unless inconsistent
with or otherwise indicated by the context
3.2.1.
the headings of clauses have been inserted for convenience only and shall not affect the
interpretation of this Agreement;
3.2.2.
any reference to one gender shall include the other gender and the neuter;
3.2.3.
words in the singular number shall include the plural and vice versa;
3.2.4.
references to a person shall include where the context so requires, an individual, firm,
company, corporation, juristic person, local authority, and any trust, organisation,
association or partnership, whether or not having separate legal personality;
3.2.5.
words defined in a specific clause have the same meaning in all other clauses of this
Agreement;
3.2.6.
3.2.7.
the Parties agree that no provision or word used in this Agreement shall be interpreted to
the disadvantage of either Party because that Party was responsible for or participated in
the preparation or drafting of this Agreement or any part of it.
5. Unless otherwise agreed between all the Shareholders, neither the authorised, nor the issued
share capital of the Company shall be increased, reduced or otherwise changed, nor shall the
rights attaching to any shares or class of shares be changed in any manner, except as set out
herein.
6. Any new shareholder shall only be admitted to the Company upon the approval of all
Shareholders of such admission, which approval shall not be unreasonably withheld.
7. The Parties agree that the Shareholders shall, as soon as possible after the Signature Date, hold
the shareholding in the Company, as set out hereunder, which shall be achieved either by means of
the transfer of shares already issued at the Signature Date, or by means of the issue of new shares
in the Company, as soon as possible after the Signature Date, which transfer or issue of shares, as
the case may be, shall be effected against payment of [the share value / nominal value] [adapt as
necessary] to either the transferee or the Company, as the case may be:
8. [Shareholder 1 [%] shareholding].
9. [Shareholder 2 [%] shareholding].
10. [Shareholder 3 [%] shareholding].
11. [Shareholder 4 [%] shareholding].
12. [Shareholder 5 [%] shareholding].
13. DIRECTORS1
14. Each of the Shareholders shall be a director of the Company, provided that a director shall be
required to resign as director when he is disqualified in terms of the Statutes of the Company or the
Companies Act to be a director or when a Party ceases to be a Shareholder.
15. Each of the Shareholders shall be obliged to vote in favour of the appointment of every other
Shareholder as director of the Company.
16. The directors of the Company shall elect a chairperson, who shall not have a second or deciding
vote on meetings of directors.
17. The remuneration of the directors of the Company in their capacities as such, shall from time to time
be determined by the Shareholders.
18. LOANS AND FUNDING
This section may need to be amended where a Shareholder is another entity, or a different regime is
required.
19. The capital needs of the Company (including both share capital and loan capital) from time to time
shall be decided by all the Shareholders of the Company by means of a [unanimous / majority]
decision.
20. Any decision of the Shareholders to finance the capital requirements of the Company by means of
loans by the Shareholders to the Company or by means of loans procured from financial institutions
or other third parties shall be subject to a [unanimous / majority] decision of all Shareholders
approving such loans at such terms and conditions as the Shareholders may unanimously approve.
Any decision of the Shareholders to finance the capital requirements of the Company by means of
loans procured from financial institutions or other third parties which are to be secured by
suretyships or guarantees to be given by all the Shareholders for the benefit of such financial
institution or other third party, shall be subject to a [unanimous / majority] decision of the
Shareholders approving and requiring such suretyships. Such suretyships, guarantees or
indemnities granted by the Shareholders, if approved as aforesaid, shall be subject to the provisions
of clause 6.4 and 6.5 of this Agreement
21. Should any Shareholder or Shareholders for whatever reason, including failure by the other
Shareholders to approve any proposed Shareholders loans or loans from third parties to the
Company as contemplated in clause 6.2, while the Company is in need of funds, and
notwithstanding the provisions of clause 6.1 and 6.2, contribute more than his pro rata share of any
shareholders loans to the Company, the amount of that excess outstanding from time to time shall 22. bear interest against the Company from the date on which it is advanced by the contributing
Shareholder until the date of repayment to that Shareholder, at an annual rate equal the publicly
quoted prime overdraft lending rate charged by the Companys bankers from time to time, unless
the parties to such loan agree otherwise;
23. be repaid by the Company to the contributing Shareholder before any other Shareholders' loans are
repaid, or any dividends are declared to any Shareholder, unless the Shareholder or Shareholders
who have contributed more than their pro rata share of loans to the Company, have agreed to a
different arrangement in respect of the repayment or part-repayment of any such loans or the
declaration of such dividends; and
24. be repayable on such terms as the contributing Shareholder and the Company have agreed to, and
in the absence of any specific agreement to that effect, be repayable on demand.
24.1.
If any suretyship, guarantee or indemnity is required of the Shareholders for the purposes of
any loan to the Company or for the purpose of any transaction to be entered into by the
Company, and provided that the same is also approved by the Shareholders as contemplated in
clause 6.1 and 6.2, then the Shareholders shall bind themselves jointly and severally for this
purpose on behalf of the Company unless otherwise agreed to by them in writing.
24.2.
24.3.
Subject to clause 6.3, none of the Shareholders shall be entitled to demand the repayment of
shareholders loans by the Company to any Shareholder, without the consent of the other
Shareholders.
24.4.
Notwithstanding any other provisions of this Agreement, no Shareholder's shares or any portion
thereof shall be ceded or transferred to anybody else without a proportionate share of that
Shareholder's loan account against the Company being ceded to such other person and no
Shareholder's loan account against the Company or any portion thereof shall be ceded to
anybody else without transfer of that Shareholder's shares or proportionate part of such shares
being transferred to such other person. The provisions of this clause 6.7 shall not apply to that
portion of the loan account which is more than the Shareholders pro rata share of any loan to
the Company, as contemplated in clause 6.3.
24.5.
The provisions of 6.3 and 6.6 shall apply irrespective of the manner in which, or the reasons for
the coming into being of a credit loan account.
24.6.
Should any Shareholder have a debit loan account with the Company, such debit loan account
shall, subject to any written agreement or [unanimous / majority] resolution by the
Shareholders of the Company as contemplated in clauses 6.1 and 6.2, be repayable when such
Shareholder ceases to be a Shareholder, and such amount shall at all times bear interest until
the date of repayment at the rate contemplated in 6.3.1. Such debit loan account shall
furthermore be payable by the Shareholder concerned on demand of the Company, unless the
Company has approved any other terms and conditions to be applicable to such debit loan
account.
24.7.
The Shareholders may agree from time to time to lend and advance amounts to the Company
on terms and conditions which may differ in any respect to the terms and conditions set out in
this clause 6.
All amounts received by or on behalf of the Company shall be paid into a bank account as
determined by the directors and all payments, excluding payments of a petty cash nature shall
be made from this account (the Company Bank Account).
25.2.
All payments made by or on behalf of the Company, excluding payments of a petty cash nature,
shall be made by means of a cheque drawn on the Company Bank Account or electronic
transfer.
25.3.
All cheques drawn on the Company Bank Account, must be signed by any 2 (TWO) directors,
and any electronic transfer must be authorised by at least 2 (TWO) directors, unless the
Shareholders decide otherwise, which decision may include an authority matrix2 in respect of
agreements and payment authorisations which only require the signature of one of specifically
designated directors.
25.4.
Notwithstanding any provision to the contrary, the directors of the Company shall only be
entitled to incur liabilities and make payments on behalf of the Company in accordance with the
Company's approved budget as determined by the Shareholders from time to time. The
Shareholders may also from time to time approve an authority matrix authorising specific
directors to act on behalf of and bind the Company in respect of specific categories of
transactions.
This provides for the adoption of a decision or authority matrix in terms of which decision-making,
protective provisions and authorities can be dealt with from time to time.
34. The auditors shall, as soon as possible after the end of the financial year of the Company, prepare
financial statements for the Company and present them to the Shareholders for their approval. A
copy of the financial statements must be supplied to each Shareholder as soon as possible after the
statements have been finalised, and after it has been approved as contemplated in this clause 8.5, it
will be final and binding on all the Shareholders of the Company, unless a Shareholder has given
notice of a mistake as contemplated in clause 8.6, in which instance the provisions of clauses 8.6
shall apply.
35. If any Shareholder is of opinion that mistakes have occurred in the financial statements of the
Company, such Shareholder shall be entitled to, within 1 (ONE) month after receiving a copy of the
financial statements, by means of a written notice which sets out the mistake and the intended
amendment, bring the mistake under the attention of the other Shareholders and the auditors of the
Company. If such mistake is the subject of a dispute between the Shareholders, such dispute may be
referred by any Shareholder for arbitration in terms of clause 19 (Dispute Resolution) within 7
(SEVEN) days from the date such Shareholder has given notice as contemplated in this clause 8.6.
36. The financial statements shall be final and binding on all the Shareholders as soon as they are
accepted as correct as contemplated in clause 8.5 or if no notice of a mistake was given in terms of
8.6. If notice was given in terms of clause 8.6, the financial statements will become final after the
amended financial statements are approved, for which purpose the provisions of clauses 8.5 and 8.6
shall again mutatis mutandis apply, or in the absence of agreement, after and in accordance with the
final settlement of the dispute in terms of clause 19 (Dispute Resolution), provided the dispute was
referred for arbitration within the 7 (SEVEN) days period referred to in clause 8.6.
37. DIRECTORS REMUNERATION AND DIVIDENDS
38. The remuneration of directors of the Company (and any criteria used to determine performance
and other bonuses payable to directors) shall from time to time be determined by a [normal
majority / unanimous] vote of Shareholders.
39. The dividend policy of the Company shall from time to time be determined by a [normal
majority / unanimous] vote of Shareholders.
[Optional clauses]
40. Notwithstanding any provision to the contrary contained in this Agreement, all the Shareholders
involved in the Business of the Company, whether in the capacity as employee or director of the
Company, are entitled to reasonable compensation for services rendered. The refusal or failure by
the Company to reasonably remunerate or compensate a Shareholder may be referred to dispute
resolution by the Shareholder so affected in terms of clause 19 (Dispute Resolution), and for which
purposes the arbitrator shall be compelled to take into account the amount of such Shareholder's
contribution to the Business of the Company, and specifically to take into account the financial and
cash flow position of the Company, when making his/her decision.
41. MANAGEMENT AND MEETINGS
42. All resolutions of directors and Shareholders meetings shall be adopted by a normal majority vote
unless a unanimous vote of Shareholders or directors (as the case may be) in favour of any such
resolution is required in terms of this Agreement, calculated in terms of shareholding of those
directors or Shareholders present at a meeting complying with the relevant quorum requirements.
9.2.
43. Insofar as any of the provisions of this Agreement require that a decision by the Shareholders
shall be taken by a prescribed majority of all the Shareholders, or requires the unanimous consent
of all Shareholders, as the case may be, this shall be interpreted to mean all Shareholders and
not only those Shareholders present at a meeting which complies with the quorum requirements
as set out in 10.2. Any other decision of Shareholders referred to in this Agreement, will be taken
as set out in 10.1, unless specifically provided otherwise.
44. Unless otherwise provided in terms of this Agreement, the provisions of the Companies Act shall
apply in respect of all meetings held by Shareholders or directors of the Company, including but not
limited to, the postponement of any meeting to obtain a quorum, notices, agendas and minutes of
meetings.
45. The Shareholders shall, subject to any provision to the contrary in the Companies Act, be entitled to
meet by means of any form of distant communication, including telephone, fax, electronic
communication or otherwise.
46. BINDING NATURE OF THIS AGREEMENT AND ENDORSEMENT OF SHARE CERTIFICATES
47. No transfer of shares in the Company shall be effected before such transferee binds himself in writing
to the terms and conditions of this Agreement.
47.1.
Notwithstanding any provision to the contrary, this Agreement binds the Shareholders and the
Company and shall remain binding, notwithstanding any change in each of the Shareholders
respective shareholding in the Company, after Signature Date.
47.2.
The Parties agree, if requested by any of the Shareholders, that the share certificates in respect
of all shares in the Company shall be endorsed as follows:
"The shares are subject to the provisions of the shareholders agreement of the
Company from time to time, and lodged with the Company's auditors."
47.3.
47.3.1.
In order to ensure compliance with the provisions of this Agreement the Shareholders shall be obliged to have their share certificates endorsed by the Company
in the manner contemplated in 11.3 if requested by any Shareholder as contemplated in
clause 11.3;
47.3.2.
each Shareholder shall be obliged to lodge the share certificates in respect of its shares with
the auditors of the Company, in trust; and
47.3.3.
a copy of this Agreement shall be lodged with the Company's auditors, where it shall be
available for inspection by any Shareholder or his/her nominee, during business hours.
48. INDEMNITY
48.1.
48.2.
The Outgoing Shareholder hereby indemnifies the Remaining Shareholders and the Company
against any claim, loss or damage which may be instituted or claimed against the Remaining
Shareholders and/or the Company to the extent that any negligent act performed by the
Outgoing Shareholder (or performed in his capacity as director of the Company, [or an act
performed by a director who was nominated to the Board of Directors by the Outgoing
Shareholder in terms of this Agreement]3) has caused such claim, loss or damage, but
excluding any act which was performed prior to the Outgoing Shareholder ceasing to be a
shareholder of the Company in respect of -
48.2.1.
agreements entered into with the approval of the other Shareholders, directors or the
Company, or entered into within the scope of and in accordance with the provisions of this
Agreement, or any act performed in the normal course of the Business of the Company
provided that such act was not performed in a way which is contrary to the provisions of this
Agreement; and
Insert if applicable.
48.2.2.
claims in respect of which the Company had insurance, up to the amount of compensation
paid pursuant to such insurance.
48.3.
The Company indemnifies each Shareholder in his/her capacity as employee of the Company in
respect of expenses incurred by such Shareholder as employee -
48.3.1.
in the proper and normal conducting of the Business of the Company; and
48.3.2.
48.4.
Each Shareholder hereby indemnifies the other Shareholders and the Company against any
liability, loss, damage or costs with relation to or as a result of a conscious transgression by such
Shareholder (including in his/her capacity as director of the Company, [or in respect of conduct
by a director nominated by the indemnifying Shareholder in terms of this Agreement]4) of
the Companies Act, or resulting from the reckless or negligent management or conducting of the
business of the Company by such Shareholder or director, or resulting from a breach of any of
the provisions of this Agreement by such Shareholder or director.
The provisions of this Agreement shall, as between the Parties hereto, take precedence over the
provisions of the Articles of Association of the Company and shall bind all the Parties' successors
in title.
49.2.
To the extent that any provisions of the Articles of Association of the Company contradict with the
provisions of this Agreement-
49.2.1.
any of the Parties may require the Articles of Association of the Company to be amended
accordingly; and
49.2.2.
the Parties shall vote in favour of all resolutions of the Company necessary to so amend the
Articles of Association of the Company.
Insert if applicable.
Insert only if applicable. May need amendments for designated directors who are not Shareholders.
52. the Shareholder is guilty of misconduct which violates the highest degree of good faith and trust
between the Shareholders and/or the Company;
52.1.1.
52.1.2.
a Shareholder who is a natural person and who is obliged to also be a director of the
Company in terms of this Agreement or any applicable legislation, is disqualified from
being a director;
52.1.3.
the Shareholder being in breach of a material provision of this Agreement and failing to
remedy such breach after being notified to that effect by the Company, or being in breach
of this Agreement which is of such a nature that the other Shareholders can deduce
therefrom that the Shareholder cannot or will not adhere to the provisions of this
Agreement;
53. a Shareholder becomes permanently medically unfit to perform his/her duties as employee and
Shareholder of the Company and to make a substantial contribution to the Business of the
Company (which condition, upon failure to reach agreement on whether or not such Shareholder
is in fact medically unfit, shall be determined by a medical practitioner appointed by the Company,
or where such appointment is disputed, appointed in terms of clause 19 (Dispute Resolution), or
is declared as such by a competent court), with effect from the first calendar day of the calendar
month following the calendar month in which it was agreed or found such Shareholder is
medically unfit; or
54. a Shareholder reaches the age of 65 (SIXTY FIVE) in which event he/she shall also cease to be a
director of the Company with effect from the last calendar day of the financial year of the Company in
which such Shareholder became 65 (SIXTY FIVE); or
[optional]
55. the majority of all the Shareholders of the Company resolves and approves any other agreement
between the Shareholders and/or the Company, that all the shares held by a particular
Shareholder or Shareholders in the Company (the Outgoing Shareholder(s)) are to be
acquired by the other Shareholders (the Remaining Shareholders) and accordingly requires
the resignation of the Outgoing Shareholder(s) as director(s) of the Company, with effect from the
first calendar day of the calendar month following the calendar month in which the resolution
contemplated in this clause 14.1.3 has been passed.
56. If a Shareholder or Shareholders are obliged to sell their shares and resign as director and
employee of the Company (the Outgoing Shareholder), as contemplated in clause 14.1 such
Shareholders shall be deemed to have offered their total interest in the Company, including all
loan accounts which such Shareholders may have against the Company, for sale to the remaining
Each Shareholder/director (as the context requires) shall present immediately, if so requested, a full and accurate record of all business,
transactions or affairs of the Company or which have bearing on the Company, with which
that Shareholder is or was involved;
69.1.2.
avoid a conflict of interest with the Company, and shall immediately disclose any conflict
of interest with the Business of the Company or the Company itself, to the other directors;
69.1.3.
at all times act towards his fellow Shareholders and the Company with the highest degree
of good faith and integrity;
69.1.4.
regard all aspects and matters in relation to the Companys Business, including any
documentation in which the Company may have an interest, and specifically with regard
to clients of the Company, as confidential and that the publication thereof to third persons,
with the exclusion of the Companys auditors, may substantially harm the Company, with
the exclusion of documents and information which is public knowledge or with regard to
matters, the publication of which has been authorized by the directors of the Company.
69.2.
69.2.1.
No Shareholder/director (as the context may require) shall bind the Company as surety, issue any guarantee on behalf of the Company or indemnify
any person by the Company;
69.2.2.
allow anything to happen which results in the Companys property being seized;
69.2.3.
cede, pledge or in any way burden or allow any of the assets of the Company to be
burdened; and/or
69.2.4.
alienate his/her shares in and loan accounts against the Company, otherwise than in
accordance with the provisions of this Agreement,
without the prior consent of all Shareholders by means of a decision taken at a Shareholders
meeting.
In the event of any dispute or difference arising amongst the Parties with regard to the
interpretation, implementation or enforcement of this Agreement, or as to whether or not this
Agreement has been terminated or is void or voidable and/or any other difference or dispute
relating to or arising from this Agreement or the enforcement thereof, then such dispute or
difference will be referred to arbitration before an arbitrator appointed by and in accordance
with such rules and procedures of arbitration as may be determined by and in accordance
with the Arbitration Foundation of Southern Africa ("the Arbitration Foundation"), provided
that the arbitrator appointed by the Arbitration Foundation must be permanently residing in
[insert city/town].
70.2.
70.3.
Notwithstanding the provisions of this clause 19 (Dispute Resolution), any Party shall be
entitled to approach a competent court of law having jurisdiction to obtain any urgent relief
which may be required by such Party
71. JURISDICTION
The Parties consent to the jurisdiction of the [insert Province] Provincial Division of the High
Court with regard to any matter which may be referred to a court of law in terms of this
Agreement.
72. MISCELLANEOUS
72.1.
No Party shall, without the prior written approval of the other Parties assign, cede, delegate,
transfer or otherwise dispose of any right or obligation under this Agreement to any other
person.
72.2.
No provision of this Agreement (including, without limitation, the provisions of this clause) may
be amended, substituted or otherwise varied, and no provision may be added to or
incorporated in this Agreement, except (in any such case) by an Agreement in writing signed
by the duly authorised representatives of the Parties.
72.3.
72.4.
The waiver of any right under this Agreement shall be binding on the waiving Party only to the
extent that the waiver has been reduced to writing and signed by the duly authorized
representative(s) of the waiving Party.
72.5.
72.6.
Whenever possible, each provision of this Agreement shall be interpreted in a manner which
makes it effective and valid under applicable Law, but if any provision of this Agreement is
held to be illegal, invalid or unenforceable under applicable Law, that illegality, invalidity or
unenforceability shall not affect the other provisions of this Agreement, all of which shall
remain in full force.
72.7.
This Agreement may be executed in any number of identical counterparts, all of which when
taken together shall constitute one Agreement. Any single counterpart or a set of counterparts
taken together which, in either case, are executed by the Parties shall constitute a full original
of this Agreement for all purposes.
72.8.
All notices and any other communications whatsoever (including, without limitation, any
approval, consent, demand, query or request) by either Party in terms of this Agreement or
relating to it shall be given in writing, and shall be sent by registered post, or delivered by
hand, or transmitted by facsimile or electronic mail to the recipient Party at its relevant
address set out below:
72.8.1.
if to [x], at:
Address:
Postal address:
Facsimile number:
Electronic mail address:
Marked for the attention of:
72.8.2.
if to [x], at:
Address:
Postal address:
Facsimile number:
Electronic mail address:
Marked for the attention of:
72.8.3.
if to [x], at:
Address:
Postal address:
Facsimile number:
Electronic mail address:
Marked for the attention of:
72.8.4.
if to [x], at:
Address:
Postal address:
Facsimile number:
Electronic mail address:
Marked for the attention of:
72.8.5.
if to [x], at:
Address:
Postal address:
Facsimile number:
Electronic mail address:
Marked for the attention of:
72.9.
Either Party may, by written notice to the other Party, change any of the addresses at which,
or the designated person for whose attention those notices or other communications are to be
given.
72.10. Any notice or other communication given by any Party to the other Party which
72.10.1.
is sent by registered post to the addressee at its specified address shall be rebuttably
presumed to have been received by the addressee on the 7th (SEVENTH) day after the
date of posting; or
72.10.2.
is delivered by hand during the normal business hours of the addressee at its specified
address shall be rebuttably presumed to have been received by the addressee at the time
of delivery; or
72.10.3.
72.10.4.
72.11. The Parties choose their respective physical addresses in clause 21.8 as their respective
domicilia citandi et executandi at which all documents relating to any legal proceedings to
which they are a party may be served. If that address is changed to another address which is
not a physical address in the Republic of South Africa, then the original address shall remain
the domicilium citandi et executandi of the relevant Party until it nominates a new physical
address within the Republic of South Africa in writing, to be its new domicilium citandi et
executandi.
72.12. The Parties agree to perform, or procure the performance, of all further things, and execute
and deliver (or procure the execution and delivery) of all further documents, as may be
required by Law or as may be desirable or necessary to implement or give effect to this
Agreement and the transactions contemplated therein.
As witnesses:
________________________________
________________________________
_____________________________
who warrants his/her authority
hereto
As witnesses:
________________________________
________________________________
_____________________________
who warrants his/her authority
hereto
73.
As witnesses:
________________________________
________________________________
_____________________________
who warrants his/her authority
hereto