ARTICLE 1 – ROLES AND RESPONSIBILITIES
FOUNDERS AGREEMENT BETWEENJAMILU COLLINS OLUWOLEFIRST PARTY ANDRAHEEM HAMZA MOHAMMEDJOSHUASECOND PARTY IN RESPECT OF A BUSINESS VENTURE TO BE CALLED “STRELLARS SERVICES LTD” THAT THE PARTIES ARE DESIROUS OF FORMING. Prepared By:OLUWASEGUN ODUNSI ESQ, LLM.FOR: KINGY’S ATTORNEYSLEGAL PRACTITIONERS,SUIT 16, AMA-BEC PLAZAOFF ADDOH ROAD,LEKKI-AJAH, LAGOS.07046228252kyattorneys@ info@FOUNDERS AGREEMENTTHIS Founders Agreement is made this………………..…day of………….....….20…………………BETWEEN JAMILU COLLINS OLUWOLE of 8, Abdulazeez Farouk Street, Ire-Akari Estate, Isolo, Lagos (hereinafter called FIRST FOUNDER which expression shall where the context so admit includes his heirs, Successors-in-title, administrators, Executors, next of kin, legal and or personal representatives) of the one part.AND RAHEEM HAMZA MOHAMMED of block 5 flat 2, Lagos state staff quarters, Amuwo Odofin (hereinafter called SECOND FOUNDER which expression shall where the context so admit includes his heirs, Successors-in-title, administrators, Executors, next of kin, legal and or personal representatives) of the one part.WHEREAS The founders intend to collaborate as a team with a view to founding, conceptualizing and starting a business idea, concept and related products and services substantially as described in Schedule A attached hereto for the purpose of profit making.The founders intend to start, develop and grow the business into a company that will be a front liner among the Nigeria Companies and beyond. The founders are desirous of setting rules and regulations for themselves to be bounded with, prior to the incorporation of the company and after the incorporation, subject to the provisions of Company and Allied Matters Act, Investment and Security Act and other related legislations. That subject to the following terms, the parties hereby agree to found the Business outfit to be known as “STRELLARS SERVICES LTD” and be particularly guided by the terms set down below. NOW THIS AGREEMENT HEREBY WITNESS AS FOLLOWS:ARTICLE 1 – ROLES AND RESPONSIBILITIESFounder’s Responsibilities. The Founders shall, using best efforts, contribute to the development of the business pursuant to each Founder’s “Role and Responsibility” description as set-out at Schedule B attached hereto.ARTICLE 2 – CAPITAL CONTRIBUTIONS AND EXPENSESCapital Contribution. Each Founder shall contribute such amounts as set-out at Schedule D attached hereto towards the financial expenses of the Startup of the business prior to its incorporation. Capital contribution stated here shall be non-refundable. Reimbursement. Each Founder shall reimburse any Founder that incurs an expense related to the Startup proportionately to such Founder’s Equity Distribution pursuant to Article 4. ARTICLE 3 – INCORPORATION AND FORMATION OF CORPORATIONActions Required. The decision to incorporate the business as a company with Corporate affairs Commission and other government and private agencies shall be unanimous decision of the founders. The number of shares to be allotted and selling of shares to other parties shall as well be unanimous decisions of the founders. Shareholder. The founders shall all be appointed the directors of the business upon incorporation and their shares shall be determined by the provisions of article 4. Assets. The assets, liability and properties (including but not limited to all tangible and intangible rights, title and interest to discovery, invention, secret, intellectual properties, moral rights, patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work product that results from any task or work performed by the Founder that relates to the business) obtained prior to the incorporation of the company shall be transferred to the company immediately upon its incorporation. ARTICLE 4 – SHARE OWNERSHIP AND PROFIT SHARINGEquity Distribution. Prior to the Incorporation Date and after the incorporation, the Shares, liabilities, assets and profit of the business/company shall be issued to the Founders according to the distribution chart below NameEquity Distribution (%)JAMILU COLLINS OLUWOLE65%RAHEEM HAMZA MOHAMMED35%ARTICLE 5 - RESTRICTIONS Restrictions. The Founders shall not transfer, mortgage, assign, pledge or otherwise encumber any Shares, interest, ownership or entitlement to ownership of the business described herein without the unanimous written consent of the other Founder(s). ARTICLE 6 – CONFIDENTIALITY AND NON-COMPETE Confidentiality. The Founders shall keep the business confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders. Notwithstanding such unanimous consensual disclosures, the Founders shall take all necessary steps to keep the Product or Service confidential.Non-Competition. Immediately following the incorporation of the Corporation, the Founders shall not at any time ceasesto be a Founder (at least for a continuous period of 12 months)to provide any services to the Corporation, whether as partner, employee, contractor, officer, director or otherwise (at least for a continuous period of 12 months); orto hold Shares, whichever is latest, either alone or jointly or in any capacity whatsoever directly or indirectly, (at least for a continuous period of 12 months)To carry on, participate, assist, be engaged, concerned or interested in any business which competes with the Product or Service (at least for a continuous period of 12 months)To interfere or seek to interfere or take such steps as may interfere with the continuance of supplies to the Startup (or the terms relating to such supplies) from any suppliers who have been supplying materials, components, products, goods or services to the Startup;solicit or entice away or offer employment to or endeavour to solicit or entice away or offer employment to any person who has at any time been a Founder, employee, officer or manager of the Corporation without the express prior written consent of the Founders; oruse or adopt or purport to use or adopt the name, trade or business identity of the Business for any personal purpose.ARTICLE 7. NEW FOUNDER. New Founders. Written consent of all Founders shall be required to approve any additional party to this Agreement. If a person not named as a Founder hereto joins the Founders in the Startup prior to formation of the Corporation on the basis that such person shall hold an equity interest in the Corporation when formed (a “New Founder”), the Founders shall require such New Founder to execute a counterpart signature page and acknowledgement substantially in the form set out at Schedule C attached hereto so that such person is a party to and bound by this Agreement and shall appropriately amend this Agreement. ARTICLE 8 – DISSOLUTION OF STARTUP Dissolution. In the event that all of the Founders do not wish to continue their mutual collaboration, the Founders shall discuss a mutually agreeable separation and division of assets of their collaboration in the manner prescribed in article 4. The Founders shall further define any and all confidentiality obligations related to the business and shall terminate this Agreement.Dispute Resolution. In the event that the Founders are not able to agree to a mutually agreeable separation pursuant to this Article 7, the Founders agree that they will submit to a binding confidential arbitration and conducted by a mutually agreed to arbitrator. The Founders agree and acknowledge that all provisions of this Agreement, including confidentiality provisions, shall be binding up through the end of this arbitration process. Costs of the arbitration shall be borne equally by all Founders.Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of Lagos State and the Laws of Federal Republic of Nigeria. ARTICLE 9 – GOOD FAITHGood Faith. All actions taken pursuant to this Agreement shall be made in good faith without intention to unduly deprive a Founder of any interests, rights or benefits. Each Founders shall be not party to any other agreement that would restrict such Founder’s ability to perform its obligations as set forth in this Agreement.This agreement shall be binding on the founders and amendment, supplement or modification can only be made by way of supplementary founder’s agreement which shall be duly executed by the parties herein. ARTICLE 10. – INTERPRETATIONS“Agreement” means this Pre-incorporation Founders Agreement and all attached schedules and all instruments supplemental to or in amendment or confirmation of this Agreement, as the same may be amended or amended and restated from time to time.“Business” means all activities described in Schedule A“Role and Responsibility” means the roles and responsibilities of each Founder as described in Schedule B attached hereto.“Shares” means all authorized shares in the Corporation, as set forth in the Corporation’s articles of incorporation on and after the Incorporation Date, as amended.IN WITNESS WHEREOF the parties executed this FOUNDERS’ AGREEMENT in the manner below, day and Year first above written. SIGNED, SEALED AND DELIVERED BY WITHIN-NAMED “FIRST FOUNDER”. JAMILU COLLINS OLUWOLE_______________ SIGNATUREIn the presence of: NAME…………………..………………………………………….. ADDRESS……………………………..…………………………..OCUPATION…………………………….………………………..SIGNATURE AND DATE………………………………………….SIGNED, SEALED AND DELIVERED BY WITHIN-NAMED “SECOND FOUNDER”. RAHEEM HAMZA MOHAMMED________________ SIGNATUREIn the presence of: NAME…………………..………………………………………….. ADDRESS……………………………..…………………………..OCUPATION…………………………….………………………..SIGNATURE AND DATE………………………………………….SCHEDULE A - Description of the Product or ServiceName of Corporation: PropitixBusiness Model Logistics, Courier Services, Dispatch, Delivery Services and related businesses as the founders may agree to EquipmentSCHEDULE B - Description of Founders Roles and ResponsibilitiesName Role/ TitleResponsibilityJAMILU COLLINS OLUWOLECo-founder / CEOShall take the lead role of Chief Executive officer. Shall be responsible for day to day activities of the company, recruitment of staff, relationship with clients, taking instructions from clients, delivery of instructions, keeping records, taking decisions. Shall render account to the shareholders and be entitled to fair remuneration RAHEEM HAMZA MOHAMMEDCo-founder / CMOShall retain the position of the director of the company, be involved in decision making and rendering of utility supports to make the company run. SCHEDULE C - Initial Capital Contribution of the Founders (NAIRA)The company shall be a TEN MILLION SHARE CAPITAL CompanyNameContributionJAMILU COLLINS OLUWOLE65%RAHEEM HAMZA MOHAMMED35%Co-Founder/CEO Core ResponsibilitiesIterating on the financial/commercial model underlying the business.Responsible to provide clear leadership and direction to the organization.Set up short-term and long-term goals for the company. Developing, along with leadership and staff team, organizational strategic and operating plans.Provide strategic input towards the growth and expansion of the organization, along with being responsible for the implementation of this strategy to scale up of operations.Actively develop funding opportunities across angel investors, HNWIs and VCs.Provide leadership to a high caliber multi-cultural team spread across various geographies globally which include the Impact, Operations, Finance, Compliance, Technology, International PR & Fundraising Sales & Business Development functions.Provide mentorship to the team and strengthen the human resources to deliver on goals.Represent the organization in various national and international events, including fundraising opportunities, conferences, panels, and speaking events.Spearhead the relationships with potential business partners, regulators, and investors.Develop high-quality business strategies and plans ensuring their alignment with short-term and long-term objectives.Lead and motivate subordinates to advance employee engagement to develop a high performing managerial team.Oversee all operations and business activities to ensure they produce the desired results and are consistent with the overall strategy and mission.Make high-quality investing decisions to advance the business and increase profits.Enforce adherence to legal guidelines and in-house policies to maintain the company’s legality and business ethics.Review financial and non-financial reports to devise solutions or improvements.Build trust relations with key partners and stakeholders and act as a point of contact for important shareholders.Analyze problematic situations and occurrences and provide solutions to ensure company survival and growth.Maintain a deep knowledge of the markets and industry of the company.Building out commercial relationships with new customers & partners.Hiring and retaining a world-class team beyond the founders.LeadershipEnsure that programs and services continue to be maintained at the highest level.Develop and oversee all operational policies, procedures and processes to achieve short and long- term goals and objectives.Serve as the face of the Propitix throughout the community. Interface with professional organizations, economic development interests, and religious and social service groups in an effort to promote and enhance Habitat for Humanity’s activities. As appropriate serve on community boards and committees.Hire for and enhance a positive working environment that motivates and encourages staff to participate fully in the mission of the organization.Fundraising and CommunicationDevelop and implement a fund development strategy utilizing multiple methods in conjunction with the Board of Directors.Seek revenue opportunities, donations and grants and provide for all compliance requirements.Oversee outreach, advocacy, branding and marketing strategies. Ensure traditional and digital marketing and communications to support the message and brand.Act as the media spokesperson.Finance/Operational ManagementWorking with the Board, develop and implement financial and operational priorities.Working closely with senior managers, administer fiscal control, accountability, budget and key performance indicator reporting, and approve all operational and building expenditures.Appoint Head of MarketingTranslate the company’s goals into effective integrated marketing strategies and campaigns for key geographies, product lines, and customer segments that support the achievement of quarterly and annual goals.Build, inspire, and lead a marketing organization that delivers against marketing goals, with clearly defined roles, career paths, succession plans, and employee success strategies.Develop and manage marketing budget, measuring and optimizing marketing programs to ensure activities are effective, efficient, and demonstrate ROI. Manage regional and local marketing budgets, analyze reports and forecast trends for future planningDevelop the company’s relationships with media and industry contacts. Develop strong relationships with key partners, stakeholders and opinion leaders in the region.Lead market and customer research including competitor analysis.Implement day to day execution and improvements to the company’s marketing strategy.Oversee PR and corporate communications.Lead various strategic marketing initiatives and mentor a high-performing, highly collaborative marketing team to include the following functional areas: social media & creative, email marketing, branding, exhibitor marketing, experiential and public relations.Design and implement a Marketing plan, which should be aligned with the overall business objectives, including high-level activities, guidelines, and budget to drive pipeline, ensuring consistent messaging, creative execution and measurable outcomes.Ensure a balance between longer-term strategic activities, such as brand positioning and market development, mid-term activities such as lead generation, and near-term tactical campaigns to increase segment revenues.Using data and analytics, strategically grow our active customer base, focusing on registered customers in the right markets and drive toward a sustainable business model and customer mission market research, identify trends and opportunities, define market needs and challenge and support new product launch strategies.Work with regional teams to direct and create content for multi-channel use to enhance customer and stakeholder engagement while ensuring brand consistency across all communication.Develop, lead and coach a strong talent pool of marketing and digital marketing experts with a passion for developing creative campaigns to attract customers and partners alike.Co-Founder/CMO Core ResponsibilitiesAs Co-FounderRepresent the organization in various national and international events, including fundraising opportunities, conferences, panels, and speaking events.As Head of ProductLead through others to discover, design and create products that are valuable, usable and feasible for STRELLARS SERVICES LTD customers.Set up and lead collaboration between engineering, product, business development and marketing.Define the strategic direction for products after absorbing business’s strategic goals; customer and market demands and opportunities; and the technological and financial resources available to make the products a reality.In assessing market demands and opportunities, this includes:Absorbing of new and existing client requirementsThe (human-centered) design of potential solutionsThe development of a product roadmap that optimizes for the greatest density of customer value creation whilst absorbing technical requirements, and that most closely aligns with the strategic and commercial outcomes required by the business.The iteration, testing and learning from recent deployments.Setting pricing strategies and maximizing business value from products.In assessing the technological requirements this includes:Understanding the current technology stack and internal capabilities.Driving the development of future technology stack, including focus areas for R&DUnderstand the inputs required into the tech process, namely the level of effort involved to build and deploy products.Produce robust product roadmaps that are easily understood by technical and non-technical people.Product executionOwn the product roadmap. Lead, define, represent, and communicate company strategy to all stakeholdersAlign product vision with businesses short and long term goals.Oversee the full lifecycle of product development from design through to technical build, delivery, implementation, and review.Work very closely with the Head of Engineering to align on priorities, resources and requirements.Enable customer co-creationKeep the core development pipeline full and prioritized in terms of product deliverables.Work closely with technical PMs to enable execution and build of productsAssist in resolving technical issues or decisions when they arise.Ensure company leaders are kept informed about product progress, risks. Issues and new opportunities.Customer intelligenceDevelop and make available data that informs on the success of the implementation of our productsDemocratize the intelligence gathered on our current and prospective customers and champion the culture of customer orientation internally. ................
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