1. Purchase Price Adjustment: Include when price may be adjusted based on closing financial statements

2. Escrow: Add when part of purchase price will be held in escrow

3. Pre-Closing Covenants: Include when specific actions are required between signing and closing

4. Tax Matters: Add for transactions with significant tax implications

5. Non-Competition: Include when seller must be restricted from competing

6. Employee Matters: Add when specific employee arrangements are part of the transaction

7. Survival and Indemnification: Include for more complex transactions requiring detailed indemnification provisions

1. Schedule A - Description of Shares: Details of shares being purchased including class, rights, and certificate numbers

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price and payment terms

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

4. Schedule D - Required Consents: List of third-party consents needed for the transaction

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

6. Appendix 1 - Form of Share Certificate: Template of share certificate to be issued

7. Appendix 2 - Form of Resolution: Template of corporate resolutions required for closing