EXHIBIT 4.19
THIS ACCESSION AGREEMENT is made on , 2004 and entered into by Xx. Xxxxx
Xxxxxxx, acting on behalf of the existing parties to the Shareholders Agreement
(defined below) and Welcome Success Technology Ltd., a company incorporated in
the British Virgin Islands, with its registered address at Trident Trust Company
(B.V.I.) Limited, Trident Xxxxxxxx - X.X. Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx
Xxxxxx Xxxxxxx ("WELCOME SUCCESS").
WHEREAS this Accession Agreement is entered into pursuant to a shareholders
agreement (the "SHAREHOLDERS AGREEMENT"), executed on November 28, 2003,
December 9, 2003 and December 10, 2003 made by and among Mr. Xxxxx Xxxxxxx, Xx.
Xxxxx Xxxxxxx, Remote Reward, AGF Innovation 3, AGF Innovation 4, AGF Innovation
5, Mighty Wealth Group Limited and Nam Tai Electronics, Inc. ("Nam Tai"), in the
presence of Stepmind S.A. (the "COMPANY"), as amended.
WHEREAS in connection with the transfer by Nam Tai to Welcome Success of all of
the Securities held by Nam Tai, Welcome Success agrees pursuant to the terms
hereof to become a party to the Shareholders Agreement.
NOW IT IS AGREED that:
1. Capitalized terms used in this Accession Agreement without definition
shall have the same meanings as applied to them in the Shareholders
Agreement.
2. Welcome Success hereby confirms and acknowledges that it has been supplied
with a copy of the Shareholders Agreement.
3. Welcome Success hereby agrees, as contemplated in Section 13.4 of the
Shareholders Agreement, to become a party to the Shareholders Agreement
and henceforth to be bound by all of the obligations thereunder, as if it
were an original signatory thereof.
4. Welcome Success shall as a consequence of the foregoing be entitled to all
of the rights under the Shareholders Agreement as if it were an original
signatory thereof.
5. Welcome Success shall be deemed to be an "Investor" under the Shareholders
Agreement.
6. If at any time Welcome Success shall cease to be an Affiliate of Nam Tai,
Welcome Success shall provide notice thereof to the other Parties to the
Shareholders Agreement.
7. This Accession Agreement shall become effective upon its countersignature
by the President of the Company, on behalf of the Parties to the
Shareholders Agreement, in accordance with Section 13.4 thereof.
8. Welcome Success represents and warrants to the other Parties to the
Shareholders Agreement that:
- it is wholly owned by Nam Tai Electronics, Inc.;
- it is duly established under the law of the jurisdiction in which it is
established and is in good standing in such jurisdiction;
- it has full power and authority to execute and deliver this Accession
Agreement and to become a party to the Shareholders Agreement;
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- the execution and delivery of this Accession Agreement and the performance
by it of all of its obligations set forth herein and in the Shareholders
Agreement has been duly authorized and approved by all requisite corporate
action;
- that this Accession Agreement represents the valid and binding obligation
of it in accordance with its terms and will not breach any legal or
regulatory provisions nor any organizational documents of it; and
- that the execution and delivery of this Accession Agreement do not
conflict with and will not result in any default, violation, modification,
suspension or termination of any contract or undertaking to which it is a
party.
9. Any notification to Welcome Success pursuant to the Shareholders Agreement
shall be to the following:
Address: x/x 00/X, Xxxxx Merchants Tower, Shun Tak Centre, 000-000
Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx
Attention: Xx. Xxxxxx Xx
Tel: (000) 0000 0000
Fax: (000) 0000 0000
10. This Accession Agreement shall in all respects (including its validity,
construction and performance) be governed by and interpreted in accordance
with the laws of France. Any dispute arising out of or relating to this
Agreement shall be submitted to the jurisdiction of the competent court in
the jurisdiction of the Court of Appeals of Paris, to which the Parties
hereby irrevocably agree.
Executed in ten (10) original counterparts.
WELCOME SUCCESS TECHNOLOGY LTD.
By: _____________________
Name: KOO Xxxx Xxxx
Date: July , 2004
Place: Hong Kong
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Xxxxx Xxxxxxx, on behalf the Parties to the Shareholders Agreement
Date:
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