1. Registration Rights: Include when parties anticipate future public offering or registration of shares

2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sale

3. Drag-Along Rights: Include when majority shareholders want ability to force minority participation in sale

4. Anti-dilution Protection: Include when investors require protection against future down rounds

5. Preemptive Rights: Include when investors require right to participate in future financing rounds

6. Employee Matters: Include when transaction affects employee stock options or requires specific employee-related covenants

7. Works Council Approval: Include when Dutch works council approval is required for the transaction

8. Competition Law Compliance: Include when transaction size requires merger control clearance

1. Schedule A - Capitalization Table: Details of company's capital structure pre and post-transaction

2. Schedule B - Company Disclosure Schedule: Exceptions and qualifications to company representations and warranties

3. Schedule C - Articles of Association Amendments: Required changes to company's articles to implement preferred stock terms

4. Schedule D - Investor Rights: Detailed terms of investor rights and preferences

5. Schedule E - Required Consents: List of third-party and governmental consents required for closing

6. Appendix 1 - Form of Shareholders' Agreement: Form of shareholders' agreement to be executed at closing

7. Appendix 2 - Registration Rights Agreement: Detailed terms of registration rights if applicable

8. Appendix 3 - Management Rights Letter: Terms of management rights granted to investors

9. Appendix 4 - Legal Opinion: Form of legal opinion to be delivered at closing