1. Regulatory Approvals: Required when the transfer may need regulatory approval, such as from competition authorities or securities regulators

2. Employee Matters: Included when the share transfer might impact key employees or employment agreements

3. Intellectual Property: Required when IP assets are a significant consideration in the share transfer

4. Third Party Consents: Included when certain third party approvals are needed for the transfer

5. Financing Conditions: Required when the transfer is contingent on securing specific financing

6. Tax Considerations: Included when specific tax structuring needs to be agreed upon

7. Non-Competition: Required when restrictions on competition need to be addressed

8. Break Fee: Included when parties want to specify compensation if one party withdraws

1. Schedule A - Share Information: Detailed information about the shares to be transferred, including class, rights, and current ownership

2. Schedule B - Corporate Structure: Organization chart showing current and proposed ownership structure

3. Schedule C - Due Diligence Requirements: List of documents and information required for due diligence

4. Schedule D - Timeline: Detailed timeline with specific dates and milestones

5. Schedule E - Preliminary Valuation: Basic valuation information and methodology

6. Appendix 1 - Key Terms Sheet: Summary of key commercial terms agreed in principle

7. Appendix 2 - Required Consents: List of required third-party and regulatory consents