1. Exclusivity: Period during which seller cannot negotiate with other potential buyers - include if exclusive negotiating rights are required

2. Break Fee: Provisions for compensation if either party terminates discussions - include for larger transactions

3. Management and Operations: Proposed management structure post-transaction - include if management changes are contemplated

4. Regulatory Approvals: Framework for obtaining necessary regulatory approvals - include if transaction requires regulatory clearance

5. Employee Matters: Proposed treatment of employees - include if significant employment changes are contemplated

6. Interim Operating Covenants: Restrictions on company operations during negotiation period - include for longer transaction timelines

7. Public Announcements: Protocol for public communications - include for sensitive or public company transactions

1. Schedule 1 - Target Shares: Detailed description of shares to be purchased, including class, rights, and current ownership

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating purchase price, including any adjustments

3. Schedule 3 - Due Diligence Requirements: Comprehensive list of due diligence materials and requirements

4. Schedule 4 - Timeline: Detailed transaction timeline with key milestones and deadlines

5. Schedule 5 - Prohibited Actions: List of actions requiring buyer consent during negotiation period

6. Appendix A - Corporate Structure: Current and proposed corporate structure diagrams

7. Appendix B - Key Terms Summary: Summary of key commercial terms for quick reference