1. Financing Arrangements: Include when third-party financing is part of the transaction structure

2. Employee Matters: Include when specific employee arrangements or changes need to be addressed

3. Intellectual Property: Include when IP transfer or licensing is a significant component

4. Tax Matters: Include when specific tax structuring or indemnities are required

5. Transition Services: Include when seller will provide post-closing operational support

6. Non-Competition: Include when restrictions on seller's future activities are required

7. Real Estate: Include when property transfers or leases are involved

8. Environmental Matters: Include for businesses with significant environmental considerations

1. Schedule A - Shares/Assets: Detailed description of shares or assets being purchased

2. Schedule B - Purchase Price Calculation: Formula and mechanisms for price adjustments

3. Schedule C - Closing Deliverables: List of documents and items to be delivered at closing

4. Schedule D - Representations and Warranties: Detailed seller and buyer representations

5. Schedule E - Disclosed Matters: Exceptions to representations and warranties

6. Schedule F - Required Consents: Third-party approvals needed for transaction

7. Schedule G - Key Employees: List of key personnel and their arrangements

8. Schedule H - Material Contracts: Important agreements affecting the business

9. Appendix 1 - Form of Resignation: Template for director/officer resignations

10. Appendix 2 - Form of Release: Template for mutual releases

11. Appendix 3 - Closing Agenda: Detailed closing checklist and timeline