��������Ƶ

1. Tax Covenants: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's future business activities, used when seller is key to business operations

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-dependent deals

4. Employee Matters: Provisions dealing with key employees and management, used when retention is crucial

5. Intellectual Property: Specific warranties and provisions regarding IP, used when IP is a key business asset

6. Foreign Investment Provisions: Additional provisions for compliance with NIPC requirements, used when foreign investors involved

7. Break Fee: Provisions for payment if deal fails, used in high-value or complex transactions

8. Transitional Services: Arrangements for post-completion support, used when seller's ongoing involvement needed

1. Schedule 1: Share Details: Detailed description of shares being sold including class, numbers, and share certificates

2. Schedule 2: Company Information: Key details about the company including corporate information, subsidiaries, and material contracts

3. Schedule 3: Warranties: Comprehensive list of warranties given by the seller

4. Schedule 4: Properties: Details of company's real estate assets and leases

5. Schedule 5: Intellectual Property: List of all IP rights owned or used by the company

6. Schedule 6: Employee Information: Details of key employees, benefits, and employment agreements

7. Schedule 7: Completion Requirements: Detailed list of documents and actions required at completion

8. Schedule 8: Disclosed Matters: Disclosures against warranties

9. Appendix A: Form of Share Transfer: Template share transfer form compliant with CAMA requirements

10. Appendix B: Board Resolutions: Pro-forma board resolutions approving the transfer