FORTIS TALENTIS LIMITED

RC: 7395864
MODELLING – TALENT PROMOTION

“SHARES TRANSFER AGREEMENT”

BETWEEN
OKONKWO JUDE-THADDEUS (TRANSFEROR)
AND
OGBU PAUL IHEUKWUMERE (TRANSFEREE)

PREPARED BY:
M. C. NWOKOCHA, ESQ.
MCLEE & ATTORNEYS,
NO.34 SCHOOL ROAD, UMUAHIA,
ABIA STATE.
07086753165.
nwokochamclee@gmail.com

Date:…………………………..
THIS SHARE TRANSFER AGREEMENT is made on the ________ day of
__________________ 2024, BETWEEN:

Mr. Okonkwo Jude-Thaddeus Echezonachukwu of No. 78 Hospital Road by Asa, Aba,

Abia State of Nigeria (hereinafter referred to as the "Transferor" which expression shall
where the context so admits include his heirs, agents, proxy, successors-in-title and
personal representatives) of the ONE PART;

AND

Mr. Ogbu Paul Iheukwumere of Eze’s Palace, Ihitte Ihube, Okigwe, Imo State of Nigeria
(hereinafter referred to as the “Transferee” which expression shall where the context so
admits include his heirs, agents, proxy, successors-in-title and personal representatives)
of the OTHER PART.

WHEREAS:

1. The Transferor is the sole member and Director of Fortis Talentis Limited
(hereinafter referred to as the “Company”), a private company registered under the
Companies and Allied Matters Act, 2020 on the 12th day of March, 2024.
2. The Transferor is the registered proprietor of those shares as set out in Schedule A
(the “Shares”).
3. The Transferor is desirous of transferring 15% of the shares to the Transferee on
such terms as are set out throughout this Share Transfer Agreement.
4. The Transferee for his part is desirous of acquiring the shares (15%) and becoming
a shareholder in the Company on such terms as are set out in this Share Transfer
Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. In consideration of the sum of ₦450,000.00 (Four Hundred and Fifty Thousand

Naira) only already paid by the Transferee to the Transferor (receipt of which the
Transferor acknowledges), the Transferor hereby transfers to the Transferee
450,000 (15%) ordinary shares of ₦1.00 (One Naira) each.
2. TRANSFER OF SHARES: It is agreed that;
2.1. The Transferor transfers 15% of his shareholding in the Company in
consideration of that amount set out in clause 1 above.
2.2. At the completion of the Agreement, the Transferor shall issue to the Transferee
a share certificate in respect of the shares transferred.
2.3. The transfer is absolute and includes all rights and obligations connected to the
Shares transferred including but not limited to dividends, capital and voting
rights as contained in the Articles of Association of the Company.
2.4. The transfer is effective on the execution of this Share Transfer Agreement and
payment of the amount set out in clause 1.
3. COST: Except as provided in this Agreement, each of the parties to this Agreement
shall pay its own respective legal and other costs and expenses in connection with
the negotiation, preparation, execution and performance by it of this Agreement
and all ancillary documents.
4. WARRANTIES: It is agreed that;
4.1. The Transferor warrants that he is the true owner of the Shares and is absolutely
entitled to all their benefits.
4.2. The Transferor warrants that he is not acting as a nominee or trustee and that no
other rights exist in connection with the Shares.
4.3. The Transferor warrants that no charge or other obligation exists over the shares
whether or not registered and they are completely unencumbered.
4.4. Each party hereby declares that they have all necessary powers and approvals to
enter into this share transfer agreement.
4.5. Each party hereby declares that they are not aware of any matter within their
control which might have any negative or adverse effect upon the performance
of their obligations under this Share Transfer Agreement.
4.6. The rights, benefits, liabilities and responsibilities contained within the terms of
this share transfer agreement can be assigned by the Transferee with the prior
knowledge of members of the Company.
4.7. Any failure or delay to enforce the terms of this share transfer agreement and
delay to act on a breach of its terms by any party does not constitute a waiver of
those rights.
4.8. In the event that any clause (or any part of any clause) shall be deemed to be
illegal or invalid by a competent court or other legal authority then this shall
have the effect of invalidity and striking out only that clause (or any part of any
clause) only and shall not invalidate this share transfer agreement in its entirety.
4.9. This share agreement shall be executed in two parts, when duly exchanged or
delivered, shall be deemed to be an original, but, taken together, they shall
constitute one and the same instrument.
4.10. This agreement is binding on both parties by virtue of the conduct of both
parties and in spite of any defect or error in the formality of its execution.
5. INDEMNITY: The Transferor shall indemnify the Transferee and keep it
indemnified against all claims, damages, losses, outgoings and liabilities
whatsoever which may arise out of any breach of the Warranties, together with all
costs, charges, interest, penalties and expenses relating thereto.

6. NOTICES: Notices served pursuant to any term of this share transfer agreement
can be served in writing, text messages or emails.

7. ALTERATIONS: No purported alteration of this Agreement or of any of the

documents referred to in this Agreement shall be effective unless it is in writing,
refers specifically to this Agreement and is duly executed by each party to it.
8. GOVERNING LAW AND DISPUTE RESOLUTION: It is agreed that;
8.1. This Share Transfer Agreement is made under the jurisdiction of the Laws of
Abia State and the Federation of Nigeria.
8.2. The parties agree not to initiate legal proceedings in relation to dispute arising
from the agreement unless they have tried their possible best and failed to
resolve the dispute.

9. SCHEDULE A (THE SHARES)

S/N Name and Address of Total Number Class of Nominal

Company of issued shares value
Shares

1. Fortis Talentis Ltd, 3,000,000 Ordinary ₦1 each

No.78 Hospital Rd by
Asa Road, Aba, Abia
State, Nigeria.
SIGNED, SEALED AND DELIVERED BY THE WITHIN NAMED
TRANSFEROR.

____________________________________________

Mr. Okonkwo Jude-Thaddeus Echezonachukwu

IN THE PRESENCE OF:

1. Signature:___________________________________

2. Name:_______________________________________

3. Occupation:__________________________________

4. Address:_____________________________________

1. Signature:___________________________________

2. Name:_______________________________________

3. Occupation:__________________________________

4. Address:_____________________________________

SIGNED, SEALED AND DELIVERED BY THE WITHIN NAMED

TRANSFEREE

___________________________

Mr. Ogbu Paul Iheukwumere

IN THE PRESENCE OF:

1. Signature:___________________________________

2. Name:_______________________________________

3. Occupation:__________________________________
4. Address:_____________________________________

1. Signature:___________________________________

2. Name:_______________________________________

3. Occupation:__________________________________

4. Address:_____________________________________

PREPARED BY:

M. C. NWOKOCHA, ESQ.

MCLEE & ATTORNEYS,

NO.34 SCHOOL ROAD, UMUAHIA,

ABIA STATE.

07086753165.

nwokochamclee@gmail.com