1. Regulatory Compliance: Required when the transaction falls under specific regulatory requirements or thresholds

2. Employee Matters: Included when the stock swap affects employee stock ownership or rights

3. Anti-dilution Provisions: Used when protection against future dilution is required

4. Lock-up Provisions: Include when restrictions on future sales of exchanged shares are needed

5. Break Fee: Include when parties want to specify compensation if the transaction fails

6. Works Council Approval: Required when Dutch works council consultation or approval is necessary

7. Competition Clearance: Include when the transaction requires competition authority approval

8. Earn-out Provisions: Used when part of the exchange value is contingent on future performance

1. Schedule 1 - Share Details: Detailed description of shares being exchanged, including share certificates numbers and corporate information

2. Schedule 2 - Valuation Report: Independent valuation report supporting the exchange ratio

3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4 - Corporate Authority Documents: Board resolutions, powers of attorney, and other corporate approvals

5. Schedule 5 - Warranties: Detailed warranties given by each party

6. Appendix A - Share Certificates: Copies of relevant share certificates

7. Appendix B - Corporate Structure Charts: Pre and post-transaction corporate structure diagrams

8. Appendix C - Regulatory Filings: Copies of required regulatory notifications and approvals