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1. Regulatory Compliance: Required when either party is subject to specific regulatory oversight or when the transaction size triggers regulatory review

2. Foreign Exchange Provisions: Needed when the swap involves international parties or foreign currency considerations

3. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales

4. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a future sale

5. Employee Matters: Required when the swap affects employee stock ownership or rights

6. Integration Planning: Needed for complex transactions where post-swap integration needs to be agreed upon

7. Anti-dilution Provisions: Include when parties want protection against future share issuances

8. Break-up Fee: Include when parties want to specify penalties for failing to complete the swap

1. Schedule A - Share Details: Detailed description of shares being swapped, including class, rights, and current ownership

2. Schedule B - Valuation Report: Detailed valuation analysis and methodology

3. Schedule C - Corporate Documents: Copies of relevant corporate authorizations and resolutions

4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule E - Required Consents: List of third-party and regulatory approvals needed

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

7. Appendix 2 - Form of Share Transfer Instruments: Template documents for executing the share transfer

8. Appendix 3 - Financial Statements: Recent financial statements of companies whose shares are being swapped