tiktok³ÉÈË°æ

1. Employee Matters: Provisions regarding the treatment of employees post-merger, including benefits and retention

2. Intellectual Property Rights: Specific provisions for handling IP transfers and licenses if significant IP assets are involved

3. Tax Matters: Detailed tax provisions if complex tax implications or specific tax treatments are required

4. Environmental Matters: Specific provisions if environmental liabilities or compliance issues are significant

5. Real Estate: Detailed provisions if significant real estate assets are involved in the transaction

6. Transition Services: Provisions for post-closing services between parties if needed

7. Non-Competition: Restrictions on competitive activities by key shareholders or management

8. Earnout Provisions: Structure for additional consideration based on future performance metrics

1. Schedule A - Corporate Information: Detailed corporate information of all parties, including shareholding patterns

2. Schedule B - Financial Statements: Recent financial statements of both companies

3. Schedule C - Material Contracts: List and copies of material contracts affecting the transaction

4. Schedule D - Intellectual Property: Complete list of IP assets owned or licensed by both companies

5. Schedule E - Employee Information: Details of key employees, benefits, and employment agreements

6. Schedule F - Pending Litigation: List of all pending or threatened litigation

7. Schedule G - Real Property: Details of owned and leased real estate

8. Schedule H - Permits and Licenses: List of all governmental permits and licenses

9. Appendix 1 - Share Exchange Mechanics: Detailed procedures for share exchange and issuance

10. Appendix 2 - Closing Checklist: List of all documents and actions required for closing

11. Appendix 3 - Post-Closing Integration Plan: Detailed plan for post-merger integration

12. Appendix 4 - Required Regulatory Filings: List and forms of all required regulatory filings