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1. Financing Arrangements: Details of any financing arrangements for the buyout - include if purchase price is not paid entirely in cash at closing

2. Non-Competition and Non-Solicitation: Restrictions on the selling member's future business activities - include if there's risk of competition

3. Transition Services: Terms for the selling member's continued involvement during a transition period - include if seller's expertise is needed post-closing

4. Tag-Along Rights: Rights of other members to join in the sale - include if there are multiple members not part of the initial transaction

5. Drag-Along Rights: Rights to force other members to join the sale - include in cases of majority buyout

6. Employee Matters: Treatment of employees and employment agreements - include if there are key employees or employment changes

7. Tax Matters: Specific tax treatment and allocations - include if there are complex tax implications

8. Dispute Resolution: Detailed procedures for resolving disputes - include if standard litigation provisions are insufficient

1. Schedule A - Purchase Price Calculation: Detailed methodology for calculating the final purchase price, including any adjustments

2. Schedule B - Transferred Assets: Comprehensive list of all assets being transferred as part of the buyout

3. Schedule C - Required Consents: List of third-party consents required for the transaction

4. Schedule D - Encumbrances: List of all liens, charges, and encumbrances affecting the transferred interests

5. Schedule E - Disclosed Liabilities: Detailed list of known liabilities and obligations

6. Schedule F - Corporate Documents: Copies of relevant corporate documents, resolutions, and certificates

7. Appendix 1 - Closing Checklist: Detailed list of all documents and actions required for closing

8. Appendix 2 - Form of Resignation: Template for resignation letters from departing officers/directors

9. Appendix 3 - Transfer Documents: Forms and documents required to effect the transfer of ownership