Arjun, the promoter shareholder of Viru Sports Accessories Private Limited, agreed to sell 25% of the company's equity shareholding to Kavin, a strategic investor, through a Share Purchase Agreement (SPA) executed betwee

Arjun, the promoter shareholder of Viru Sports Accessories Private Limited, agreed to sell 25% of the company's equity shareholding to Kavin, a strategic investor, through a Share Purchase Agreement (SPA) executed between the parties. The agreement recorded the purchase consideration, payment schedule, representations and warranties relating to the company's financial statements and an arbitration clause for dispute resolution. However, the agreement did not contain several clauses that are normally expected in a contemporary acquisition transaction, including provisions relating to indemnification for undisclosed liabilities, conditions precedent to closing, disclosure schedules, limitation of liability and governing law. Six months after completion of the transaction, Kavin discovered that the company had substantial undisclosed tax liabilities arising from past regulatory assessments which were not disclosed during negotiations, even these points were not known to Arjun. Hence, both Arjun and Kavin re-negotiated the deal and Arjun agreed to enhance Kavin's equity stake to 33%. Now, both want to execute a comprehensive agreement to cover the risks of both the parties. On this background answer the following questions: As a Company Secretary, recommend additional contractual clauses and safeguards that should have been incorporated in the agreement to adequately protect the interests of Kavin as a buyer of Shares.