1. Regulatory Compliance: Required when shares being exchanged are in regulated entities or require regulatory approvals

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

3. Intellectual Property: Required when IP rights are significant assets of the companies involved

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

5. Pre-Completion Covenants: Required when there's a gap between signing and completion requiring specific conduct obligations

6. Post-Completion Adjustments: Include when the consideration may be adjusted based on post-completion calculations

7. Third Party Rights: Required when certain provisions benefit third parties

8. Break Fee: Include when parties want to specify compensation for failure to complete

9. Management Arrangements: Needed when the exchange involves changes to management structure

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

2. Company Information: Corporate information about both companies, including registered details and capital structure

3. Warranties: Detailed warranties about the companies and their businesses

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Form of Transfer Instruments: Pro-forma share transfer forms and other required transfer documents

6. Encumbrances: List of any existing encumbrances on the shares

7. Required Consents: List of third-party and regulatory consents required

8. Tax Computations: Details of tax calculations and arrangements

9. Disclosure Letter: Disclosures against the warranties

10. Board Resolutions: Pro-forma board resolutions required to effect the share exchange