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1. Tag-Along Rights: Include when minority members need protection to join in sales by majority members

2. Drag-Along Rights: Include when majority members need the right to force minority members to join in a sale

3. Pre-emptive Rights: Include when existing members should have priority rights to subscribe for new membership interests

4. Non-Competition: Include when transferring members should be restricted from competing with the company

5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

6. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance

7. Member Loans: Include when there are outstanding member loans that need to be addressed

1. Schedule 1 - Company Information: Detailed information about the company, including registration details and current ownership structure

2. Schedule 2 - Membership Interest Details: Specific details of the membership interests being transferred

3. Schedule 3 - Closing Deliverables: List of documents and actions required for closing

4. Schedule 4 - Company Accounts: Recent financial statements or management accounts

5. Schedule 5 - Disclosed Information: Information disclosed against the warranties

6. Appendix A - Form of Transfer Deed: Standard form for executing the transfer under Dutch law

7. Appendix B - Shareholders' Register Update: Template for updating the shareholders' register

8. Appendix C - Corporate Resolutions: Required company resolutions approving the transfer