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1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Employee Matters: Required when specific arrangements for key employees or general workforce are needed

3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

4. Regulatory Approvals: Necessary when transaction requires governmental or regulatory clearances

5. Tax Matters: Include for specific tax arrangements or indemnities

6. Transitional Services: Used when seller will provide post-closing services

7. Break Fee: Include when parties want to specify compensation for transaction failure

8. Material Adverse Change: Used for larger transactions to address significant negative changes pre-closing

9. Bank Financing: Required when purchase price is partially funded through bank loans

1. Schedule 1 - Company Information: Detailed information about the target company including corporate documents

2. Schedule 2 - Shares Information: Details of shares being transferred including share certificates

3. Schedule 3 - Seller's Warranties: Comprehensive list of seller's representations and warranties

4. Schedule 4 - Disclosed Information: List of documents and information disclosed against warranties

5. Schedule 5 - Properties: Details of company's real estate and lease agreements

6. Schedule 6 - Material Contracts: List and copies of company's significant contracts

7. Schedule 7 - Intellectual Property: Details of company's IP rights and registrations

8. Schedule 8 - Employees: List of employees and their key employment terms

9. Schedule 9 - Closing Actions: Detailed list of actions required at closing

10. Schedule 10 - Form of Resignation Letters: Template resignation letters for outgoing directors

11. Appendix A - Closing Minutes: Format for recording the closing process and confirmations

12. Appendix B - Share Transfer Form: Official form for recording share transfer in company books