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1. Third Party Rights: Required when third parties have rights or obligations affected by the exchange

2. Foreign Investment Provisions: Needed when any party is a foreign entity, addressing compliance with Philippine foreign investment laws

3. Intellectual Property: Required when IP rights are material to the exchange or need to be protected

4. Employee Matters: Needed when the exchange affects employment relationships or requires management transitions

5. Competition Compliance: Required for larger transactions that might trigger competition law requirements

6. Break Fees: Optional provisions for compensation if the deal fails under specific circumstances

7. Earnout Provisions: Required when part of the exchange consideration is contingent on future performance

1. Schedule 1 - Share Capital Information: Details of the shares being exchanged including class, rights, and current ownership

2. Schedule 2 - Corporate Information: Corporate details of all parties including registration numbers and shareholding structure

3. Schedule 3 - Completion Deliverables: List of all documents and items to be delivered at completion

4. Schedule 4 - Warranties: Detailed warranties given by each party

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares being exchanged

6. Schedule 6 - Required Consents: List of all regulatory and third-party consents required

7. Appendix A - Form of Share Transfer Documents: Template documents required for the share transfer under Philippine law

8. Appendix B - Board Resolutions: Pro-forma board resolutions required to approve the exchange

9. Appendix C - Disclosure Letters: Any disclosure letters qualifying the warranties