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1. Escrow Arrangements: Details of any escrow requirements for the exchanged shares, used when there are post-closing conditions or adjustment mechanisms

2. Earn-Out Provisions: Structure for additional share exchanges based on future performance metrics, included when part of the exchange is contingent on future events

3. Registration Rights: Rights of parties to register their shares for public trading, included when dealing with private companies planning future public offerings

4. Board Representation: Rights to board seats post-exchange, included when negotiated as part of the transaction

5. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when protecting business interests is crucial

6. Transition Services: Arrangements for post-closing operational support, included when one party needs ongoing assistance

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and current ownership

2. Schedule B - Exchange Mechanics: Step-by-step process for executing the share exchange

3. Schedule C - Required Consents and Approvals: List of all required regulatory and third-party approvals

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

5. Schedule E - Financial Statements: Relevant financial statements of the companies involved

6. Schedule F - Material Contracts: List and copies of material contracts affected by the exchange

7. Appendix 1 - Form of Share Certificates: Templates of share certificates to be issued

8. Appendix 2 - Closing Documents: List and forms of all required closing documentation

9. Appendix 3 - Required Corporate Resolutions: Templates of corporate resolutions needed to approve the exchange