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1. Regulatory Approvals: Required when the transfer needs specific regulatory approvals, such as from the Securities and Exchange Commission or other regulatory bodies

2. Foreign Investment Provisions: Needed when the transfer involves foreign investors and compliance with foreign exchange regulations

3. Tag-Along Rights: Include when existing shareholders should have the right to join the transfer on similar terms

4. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join the transfer

5. Employee Matters: Relevant when the share transfer might impact employee ownership schemes or key personnel

6. Intellectual Property: Include when the company has significant IP assets that need special consideration

7. Break Fee: Include when parties want to specify compensation if one party withdraws from the proposed transfer

8. Dispute Resolution: Optional detailed dispute resolution procedures beyond simple governing law clause

1. Schedule 1 - Share Information: Detailed information about the shares to be transferred, including share certificates numbers and current ownership structure

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

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

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

5. Schedule 5 - Required Consents: List of third-party and regulatory consents required for the transfer

6. Appendix A - Corporate Authorizations: Forms of corporate authorizations required to execute the transfer

7. Appendix B - Draft Share Transfer Forms: Template of share transfer forms to be used

8. Appendix C - Valuation Methodology: Agreed approach for share valuation if applicable