This Sale and Purchase Agreement (the “Agreement”) is made on this [insert date]
BETWEEN: [INSERT YOUR FULL LEGAL NAME] (the "Seller"), an individual
whose address for the purposes of this agreement is [insert your

AND: XXX (the "Purchaser"), an individual whose address is located at

[insert the buyer’s address]

WHEREAS, the Seller owns of 49 Shares in of [INSERT NAME OF THE COMPANY] (the
It is agreed as follows:
1.1 The Purchaser agree to buy and the Seller agrees to sell to the Purchaser 25 Shares
owned by the Seller in the Company (the "Shares"). The Purchaser has agreed to
purchase 25 Shares owned by the Seller in the company.
2.1 The purchase price payable for the Shares is as follows:
Purchaser Price per

Number of

Purchase Price
JIN LIN $5,000.00 25 $125,000.00

3.1 The Buyer shall pay a lumpsum of $125,000.00 to the Seller immediately after the signing
of this agreement.
3.2 The amount shall be deposited in the Seller’s Bank Account domiciled at [insert bank
details as well as account number].
4.1 In addition to anything else in this agreement, the following are conditions of completing
this agreement in favour of the Purchaser:
a. That the Seller owns all 25 of the Shares;
b. That the Shares are fully paid-up and non-assessable;
c. That no agreement or option exists pursuant to which the Company is or may be
obliged to issue further shares of its authorised capital;
d. That the Shares are sold free and clear of all liens, encumbrances and charges;
e. That the Company is duly incorporated, validly subsisting and in good standing under
the laws of Columbia;
f. That the Seller gives the Purchaser and all duly authorised representatives of the
Purchaser full and complete access during normal business hours to the business
premises and corporate, business, accounting, tax and employment records of the

Company for the purpose of investigating the business and affairs of the Company;
g. That the Seller supply or deliver on closing all of the Closing Documents as defined in
clause 5.

4.2 The Purchaser agrees that, unless and until the Agreement is completed, the Purchaser
shall keep confidential all confidential information obtained by the Purchaser from the
Seller or the Company about the Seller and the business and affairs of the Company.
4.3 The following representations and warranties are made and given by the Seller to the
Purchaser and expressly survive the closing of this agreement. The representations are
true as of the date of this agreement and will be true as of the date of closing when they
shall continue as warranties according to their terms. At the option of the Purchaser, the
representations and warranties may be treated as conditions of the closing of this
agreement in favour of the Purchaser. However, the closing of this agreement shall not
operate as a waiver or otherwise result in a merger to deprive the Purchaser of the right to
sue the Seller for breach of warranty in respect of any matter warranted, whether or not
ascertained by the Purchaser prior to closing:
a. The Seller is a resident of Columbia within the meaning of the Income Tax Act of
b. The Company has properly reported and is not in arrears of payment of any direct or
indirect taxes or of any employee-related statutory deductions or remittances;
c. The corporate, business, accounting, tax and employment records of the Company
are complete in all material respects;
d. The business of the Company will not be adversely affected in any material respect in
any way, whether by the Seller or by any other person or cause whatsoever, up to
closing and the Seller will not do anything before or after closing to prejudice the
goodwill of the Company;
e. There are no outstanding legal actions or judgments against the Company and the
Company is not in default of any agreement to which the Company is a party and that
all such agreements are in good standing and the Company is entitled to all stated
benefits in such agreements;
f. The Seller has made full and fair disclosure in all material respects of any matter that
could reasonably be expected to affect the Purchaser’s decision to purchase the
Shares on the terms set out in this agreement;
g. The Seller will execute such assignments, consents, clearances or assurances after
closing, prepared at the Purchaser’s expense, as the Purchaser considers necessary
or desirable to assure the Purchaser of the proper and effective completion of this
4.4 The following warranty is made and given by the Purchaser to the Seller in consideration
of the closing of this agreement: The Purchaser will personally indemnify and hold the
Seller harmless from claims on any outstanding personal guarantees given by the Seller
for the contractual obligations of the Company.
5.1 The Seller shall deliver to the Purchaser, in a registrable form where applicable, the
following Closing Documents (the "Closing Documents"), prepared or obtained at the
Seller’s expense, on or before closing the closing date [DATE]:
a. Certificates of the Shares duly assigned in accordance with the direction of the
Purchaser together with satisfactory proof of the giving of any consent required for the
b. All the corporate, business, accounting, tax and employment records of the Company;
c. Such other assignments, consents, clearances or assurances as the Purchaser
reasonably considers necessary or desirable to assure the Purchaser of the proper

and effective completion of this agreement.

6.1 In this agreement, the singular includes the plural and the masculine includes the
feminine and neuter and vice versa unless the context otherwise requires.
6.2 The capitalised headings in this agreement are only for the convenience of reference and
do not form part of or affect the interpretation of this agreement.
6.3 If any provision or part of any provision in this agreement is void for any reason, it shall be
severed without affecting the validity of the balance of the agreement.
6.4 There are no representations, warranties, conditions, terms or collateral contracts
affecting the transaction contemplated in this agreement except as set out in this
6.5 This agreement is governed by the laws of Columbia.
Signed, Sealed and Delivered in the Presence of:


Authorised Signature Authorised Signature

Print Name and Title Print Name and Title

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )