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1. Regulatory Compliance: Required when the transaction needs specific regulatory approvals or filings

2. Employee Matters: Included when the share exchange affects employment agreements or employee share ownership

3. Intellectual Property: Needed when IP ownership or licenses are affected by the share exchange

4. Non-Competition: Added when restrictions on future business activities are required

5. Earn-out Provisions: Included when part of the exchange consideration is contingent on future performance

6. Shareholder Approval Process: Required when multiple shareholders need to approve the exchange

7. Transition Services: Needed when ongoing services between parties are required post-exchange

1. Schedule A - Share Details: Detailed description of all shares involved in the exchange

2. Schedule B - Corporate Information: Corporate details of all companies involved

3. Schedule C - Encumbrances: List of any liens, charges, or encumbrances on the shares

4. Schedule D - Required Consents: List of third-party and regulatory consents required

5. Schedule E - Disclosed Matters: Disclosure schedule for exceptions to representations and warranties

6. Schedule F - Closing Documents: List of all documents required at closing

7. Appendix 1 - Share Certificates: Copies of share certificates to be exchanged

8. Appendix 2 - Corporate Resolutions: Required corporate resolutions authorizing the exchange