1. Regulatory Approvals: Required when the transaction needs specific regulatory approvals (e.g., FIRB, ACCC)

2. Employee Matters: Needed when the exchange affects employee share schemes or employment arrangements

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

4. Non-Competition: Include when restraints on competing activities are required

5. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

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

7. Foreign Exchange Provisions: Needed when the exchange involves multiple currencies

1. Share Details: Details of shares being exchanged including class, numbers, and current ownership

2. Completion Requirements: Detailed checklist of documents and actions required at completion

3. Warranties: Detailed warranties given by each party

4. Corporate Information: Company details, shareholding structure, and corporate documents

5. Encumbrances: List of any security interests or encumbrances affecting the shares

6. Required Consents: List of third-party consents required for the exchange

7. Form of Transfer Documents: Pro-forma share transfer forms and other completion documents

8. Disclosure Letter: Exceptions and qualifications to the warranties