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1. Employee Matters: Required if the share exchange affects employment arrangements or requires specific employee-related provisions

2. Intellectual Property: Needed if IP rights transfer or protection is a significant aspect of the transaction

3. Non-Competition: Include when restrictions on future competitive activities are required

4. Break Fee: Include when parties agree to compensate each other if the transaction fails under specific circumstances

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

6. Transitional Services: Include when ongoing services between parties are needed post-completion

1. Share Details Schedule: Detailed description of shares being exchanged, including share certificates numbers and shareholding history

2. Company Information: Corporate information about companies involved, including capital structure and subsidiaries

3. Warranties Schedule: Detailed warranties given by each party

4. Encumbrances Schedule: List of any existing encumbrances on the shares being exchanged

5. Completion Checklist: Detailed list of actions and documents required for completion

6. Related Party Transactions: List of ongoing related party transactions affecting the companies

7. Material Contracts: List of important contracts that may be affected by the share exchange

8. Form of Transfer Instruments: Templates for share transfer forms and other transfer documents