¶¶Òõ¶ÌÊÓƵ

1. Foreign Exchange Compliance: Required when one party is foreign or transaction involves foreign currency

2. Competition Compliance: Required when the swap might trigger competition law thresholds

3. Conditions Precedent: Include when completion is subject to specific conditions such as regulatory approvals

4. Post-Completion Covenants: Required when parties need ongoing obligations after the swap

5. Break Fee: Include when parties want to specify compensation for failed completion

6. Tag-Along/Drag-Along Rights: Include for minority shareholder protection in private companies

7. Share Transfer Restrictions: Include when parties want to restrict future transfer of swapped shares

8. Director Appointment Rights: Include when swap includes governance rights

1. Schedule 1 - Share Details: Detailed description of shares being swapped, including share certificates numbers and company details

2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion

3. Schedule 3 - Form of Transfer Instruments: Pro-forma share transfer forms and board resolutions

4. Schedule 4 - Warranties: Detailed warranties about the shares and companies

5. Schedule 5 - Company Information: Key information about both companies involved in the swap

6. Schedule 6 - Regulatory Approvals: List of required regulatory approvals and status

7. Appendix A - Valuation Report: Independent valuation report if applicable

8. Appendix B - Corporate Authorizations: Copies of board and shareholder resolutions approving the swap