1. Break Fee: Include when parties want to specify fees payable if either party withdraws from negotiations

2. Regulatory Approvals: Include when the transaction may require specific regulatory clearances

3. Employee Matters: Include when there are specific intentions regarding key employees or management

4. Financing Contingency: Include when the purchase is subject to the buyer obtaining financing

5. Governing Law Statement: Include when parties want to specify jurisdiction for binding provisions

6. Costs and Expenses: Include when parties want to specify how transaction costs will be handled

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

2. Schedule B - Price Calculation: If applicable, detailed methodology for calculating the purchase price

3. Schedule C - Timeline: Detailed timeline with specific milestones and deadlines

4. Appendix 1 - Due Diligence Requirements: List of required documents and information for due diligence

5. Appendix 2 - Form of Confidentiality Agreement: If not previously executed, draft of proposed confidentiality agreement