SHARE TRANSFER AGREEMENT

Between

ALBERTA AWOTWE
(Transferor)

And

DAVID KWAME ATUKPA

(Transferee)
 SHARE TRANSFER AGREEMENT
This share transfer agreement (the ‘‘Agreement’’) sets out the terms and conditions upon
which Alberta Awotwe (the ‘‘Transferor’’), being a Ghanaian and residing at House Number
45, Mile 7, Accra, will transfer certain shares held by her in Smart Office Limited to David
Kwame Atukpa (the ‘‘Transferee’’), being a Ghanaian and residing at House Number 26, Old
Mallam Road, Dansoman – Accra.

WHEREAS, the Transferor is the registered holder of those shares set out in Schedule A (the
‘‘Shares’’)

WHEREAS, the Transferee is desirous of transferring the Shares to the Transferee on such
terms as are set out throughout this share transfer agreement.

WHEREAS, the Transferee for his part is desirous of acquiring the Shares on such terms as
are set out in this share transfer agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. TRANSFER OF SHARES
1.1 The Transferor transfers absolutely all title over the Shares to the Transferee in
consideration of amount set out in clause 2.
1.2 The transfer is absolute and includes all rights and obligations connected to the
Shares including but not limited to all rights to dividends, capital and voting rights
and for avoidance of doubt any dividends which are due but not yet paid will become
due and be paid to the Transferee.
1.3 The transfer is effective on the execution of this share transfer agreement and payment
of the amount set out in clause 2.

2. TRANSFER PRICE
2.1 It is agreed that the Shares shall be transferred for the price of One Thousand
Ghana Cedis only (GHS 1,000).
3. COST OF TRANSFER
3.1 It is agreed that the cost of registering the transfer of the Shares (if any) will be borne
by the Transferee.
4. WARRANTIES AND INDEMNITIES
4.1 The Transferor warrants that she is the true holder and owner of the Shares and is
absolutely entitled to all of their benefits.
4.2 The Transferor warrants that she 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 (except any obligation
to payment of capital in the case of part paid shares).
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 any Party with the prior written agreement of
the other Party.
4.7 Any delay or failure to enforce the terms of this share transfer agreement and any
delay to act on a breach of its terms by any party does not constitute a waiver of those
rights.
4. 8 Each Party hereby warrants that they will not do any action which might harm, hinder
or negatively affect the duties of the other Party set out within this share transfer
agreement.
4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws
and courts of that jurisdiction set out in clause 7 below.
4.10 Except if it is clear from the wording of a clause and with regard to the whole of the
share transfer agreement that a specific clause intended to mean otherwise that: any
words which are in the singular only will be deemed to include the plural (and vice versa)
and any words denoted in a specific gender will be deemed to include all genders and any
terms which denote any form of person or people shall be deemed to include both legal
persons (such as companies) as well as natural person (and vice versa).
4.11 This share transfer agreement may be executed in more than one language by
agreement between the Parties and if there arises some conflict between the various
translation of this share transfer agreement then the English version shall prevail.
4.12 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 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.
4.13 This share transfer agreement can be executed either in one original or in more than
on counterpart.
 4.14 This share transfer 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.
4.15 The Transferor hereby irrevocably indemnifies and agrees to keep indemnified and
hold harmless the Transferee against any and all losses howsoever caused arising from a
breach of the warranties or other terms of this share transfer agreement.
5. VARIATION
5.1 This share transfer agreement may be varied and any variation must be made in
writing by both Parties.
6. NOTICES
6.1 Notices served pursuant to any term of this share transfer agreement must be served in
writing only if it handed from one Party to another in person or if delivered to the address
for service of the Party in question. Notices may only be served and delivered in English.
7. GOVERNING LAW, DISPUTES AND ARBITRATION
7.1 This share transfer is made under the exclusive jurisdiction of the laws of Ghana.
7.2 Disputes under this share transfer agreement are subject to the exclusive jurisdiction
of the courts of Ghana

IN WITNESS WHEREOF. Each of the Parties has executed this share transfer agreement:

Alberta Awotwe (Transferor) David Kwame Atukpa (Transferee)

Signature……………………… Signature: ………………………..

Date:………………………….. Date: …………………………….

SCHEDULE A (the Shares)

Name of Company Number of Class of Face Value % Paid Up
Shares Shares

Smart office Limited 250 Ordinary GHS 250 100%