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1. Management Participation: Required when management is receiving shares or share options as part of the arrangement

2. Earn-out Provisions: Needed when part of the share subscription price is contingent on future performance

3. Non-Compete and Non-Solicitation: Include when shareholders are also involved in business operations

4. Dividend Policy: Required when parties want to establish specific dividend distribution rules

5. Dead-lock Resolution: Important for 50/50 joint ventures or where major decisions require unanimous consent

6. Put and Call Options: Include when parties want specific exit rights at predetermined conditions

7. Employee Share Scheme: Needed when the company plans to implement employee share ownership

8. International Operations: Required for companies with cross-border activities or multiple jurisdictions

1. Cap Table: Current and post-completion shareholding structure

2. Subscription Details: Detailed breakdown of share subscription amounts, prices, and payment terms

3. Company Information: Key company details, including registration number, registered office, and directors

4. Warranties: Detailed warranties given by the Company and/or selling shareholders

5. Reserved Matters: List of decisions requiring special approval majorities

6. Share Transfer Procedures: Detailed procedures and forms for implementing share transfers

7. Board Regulations: Detailed rules governing board operations and decision-making

8. Deed of Adherence: Template for new shareholders to accede to the agreement

9. Articles of Association: Current or amended articles of association reflecting the agreement's provisions

10. Business Plan: Company's business plan and financial projections